June 21st, 2023
Welcome to Babbl Labs Inc. (“Company”, “we”, “our”, “us”)!As you have just clicked our Terms of Sale, please pause, grab a cup of coffeeand carefully read the following pages. It will take you approximately 20minutes.
These Terms of Sale (“Terms”, “Terms of Sale”) govern youruse of our online services and web pages located at https://app.uptrends.aioperated by Babbl Labs Inc.. (collectively, the “Service”).
Your agreement with us includes these Terms and our PrivacyPolicy (“Agreements”). By accessing or using the Service, or by clicking abutton or checking a box marked “I Agree” (or something similar), youacknowledge and signify that you have read and understood Agreements, and agreeto be bound of them, whether or not you are a registered user of our Service.We reserve the right to modify these Terms and will provide notice of thesechanges as described below.
If you do not agree with (or cannot comply with) Agreements,then you may not use the Service, but please let us know by emailing firstname.lastname@example.org so we can try to find a solution. These Terms apply to allvisitors, users and others who wish to access or use Service (“Users”).
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTANDEACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATIONPROVISION (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVERPROVISION THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPTOUT PURSUANT TO THE INSTRUCTIONS HEREIN, THE EXCLUSIVE USE OF FINAL AND BINDINGARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US,INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESETERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHTTO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, ASWELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS,COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
Thank you for being responsible.
This is a contract between you and Company. You must readand agree to the Agreements before using the Service. If you do not agree, youmay not use the Service. You may use the Service only if you can form a bindingcontract with Company, and only in compliance with the Agreements and allapplicable local, state, national, and international laws, rules andregulations. Any use or access to the Service by anyone under the age 13 (orunder 16 in Europe) is strictly prohibited and in violation of these Terms. TheService is not available to any Users previously removed from the Service byCompany.
Subject to the terms and conditions of these Agreements, youare hereby granted a non-exclusive, limited, non-transferable, freely revocablelicense to use the Service as permitted by the features of the Service. Companyreserves all rights not expressly granted herein in the Service and the CompanyContent (as defined below). Company may terminate this license at any time forany reason or no reason.
Your account on the Service (“Account”) gives you access tothe services and functionality that we may establish and maintain from time totime and in our sole discretion. We may maintain different types of Accountsfor different types of Users. If you open an Account on behalf of a company,organization, or other entity, then (i) “you” includes you and that entity, and(ii) you represent and warrant that you are an authorized representative of theentity with the authority to bind the entity to these Terms, and that you agreeto these Terms on the entity’s behalf. By connecting to Company with athird-party service, you give us permission to access and use your informationfrom that service as permitted by that service, and to store your log-in credentialsfor that service.
When you create an Account, you guarantee that you are abovethe age of 18, and that the information you provide us is accurate, complete,and current at all times. Inaccurate, incomplete, or obsolete information mayresult in the immediate termination of your Account.
You are responsible for maintaining the confidentiality ofyour Account and password, including but not limited to the restriction ofaccess to your computer and/or account. You agree to accept responsibility forany and all activities or actions that occur under your Account and/orpassword, whether your password is with our Service or a third-party service.You must notify us immediately upon becoming aware of any breach of security orunauthorized use of your Account. You may never use another User’s Accountwithout permission. You may not use as a username the name of another person orentity or that is not lawfully available for use, a name or trademark that issubject to any rights of another person or entity other than you, withoutappropriate authorization. You may not use as a username any name that isoffensive, vulgar or obscene.
We reserve the right to refuse service, terminate Accounts,remove or edit content, or cancel orders in our sole discretion
By creating an Account on our Service, you consent to ourusing the email address to send you Service-related notices, including anynotices required by law, in lieu of communication by postal mail. We may alsouse your email address to send you other messages, such as changes to featuresof the Service and special offers. You may control your Account and how youinteract with the Service by changing the settings on your ‘Account’ pageaccessible from the dashboard. If you do not want to receive such emailmessages, you may opt out or change your preferences by using the unsubscribelink in the email. Opting out may prevent you from receiving email messagesregarding updates, improvements, or offers.
You may use the Service only for lawful purposes and inaccordance with Terms. You agree not to do any of the following in connectionwith use of the Service: use the Service In any way that violates any applicablenational or international law or regulation.use the Service for the purpose of exploiting, harming, orattempting to exploit or harm minors in any way by exposing them toinappropriate content or otherwise.transmit, or procure the sending of, any advertising orpromotional material, including any “junk mail”, “chain letter,” “spam,” or anyother similar solicitation.impersonate or attempt to impersonate Company, a Companyemployee, another User, or any other person or entity.use the Service in any way that infringes upon the rights ofothers, or in any way is illegal, threatening, fraudulent, or harmful, or inconnection with any unlawful, illegal, fraudulent, or harmful purpose oractivity.engage in any conduct that restricts or inhibits anyone’suse or enjoyment of Service, or which, as determined by us, may harm or offendCompany or User of Service or expose them to liability.use the Service in any manner that could disable,overburden, damage, or impair Service or interfere with any other party’s useof Service, including their ability to engage in real time activities throughService.use any robot, spider, or other automatic device, process,or means to access Service for any purpose, including monitoring or copying anyof the material on Service.use any manual process to monitor or copy any of thematerial on Service or for any other unauthorized purpose without our priorwritten consent.use any device, software, or routine that interferes withthe proper working of Service.introduce any viruses, trojan horses, worms, logic bombs, orother material which is malicious or technologically harmful.Attempt to gain unauthorized access to, interfere with,damage, or disrupt any parts of Service, the server on which Service is stored,or any server, computer, or database connected to Service.Attack the Service via a denial-of-service attack or adistributed denial-of-service attack.Take any action that may damage the Company.Otherwise attempt to interfere with the proper working ofthe Service.
Changes to the Service
We may, without prior notice, change the Service; stopproviding the Service or features of the Service, to you or to Users generally;or create usage limits for the Service. We may permanently or temporarilyterminate or suspend your access to the Service without notice and liabilityfor any reason, including if in our sole determination you violate anyprovision of these Terms, or for no reason. Upon termination for any reason orno reason, you continue to be bound by these Terms.
The Service is controlled and operated from facilities inthe United States. We make no representations that the Service is appropriateor available for use in other locations. Those who access or use the Servicefrom other jurisdictions do so at their own volition and are entirelyresponsible for compliance with all applicable United States and local laws andregulations, including but not limited to export and import regulations. Youmay not use the Service if you are a resident of a country embargoed by theUnited States, or are a foreign person or entity blocked or denied by theUnited States government. Unless otherwise explicitly stated, all materialsfound on the Service are solely directed to individuals, companies, or otherentities located in the United States.
Some areas of the Service allow Users to submit, post,display, provide, or otherwise make available content, such as applications andassociated content and assets (any such materials a User submits, posts,displays, provides, or otherwise makes available on the Service is referred toas “User Content”). WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BYYOU. THE USER CONTENT YOU CREATE REMAINS YOURS.
By submitting, providing, or otherwise making available anyUser Content on or through the Service, you expressly grant, and you representand warrant that you have all rights necessary to grant, to Company aroyalty-free, sublicensable, transferable, perpetual, non-exclusive, worldwidelicense to use, reproduce, modify, translate and distribute, all such UserContent, for use in connection with the Company’s operation of the Service andprovision thereof to you and other Users.
For the purposes of these Terms, “Intellectual PropertyRights” means all patent rights, copyright rights, mask work rights, moralrights, rights of publicity, trademark, trade dress and service mark rights,goodwill, trade secret rights and other intellectual property rights as may nowexist or hereafter come into existence, and all applications therefore andregistrations, renewals, and extensions thereof, under the laws of any state,country, territory, or other jurisdiction.
Company takes no responsibility and assumes no liability forany User Content that you or any other User or third-party posts, sends, orotherwise makes available over the Service. You shall be solely responsible foryour User Content and the consequences of making it available on the Service,and you agree that we are only acting as a passive conduit for your UserContent. You understand and agree that you may be exposed to User Content thatis inaccurate, objectionable, inappropriate for children, or otherwise unsuitedto your purpose, and you agree that Company shall not be liable for any damagesyou allege to incur as a result of or relating to any User Content.In connection with your User Content, you affirm, representand warrant the following:You will not use the Service in any way that violates anyapplicable national or international law or regulation.You have the written consent of each and every identifiablenatural person in the User Content, if any, to use such person’s name orlikeness in the manner contemplated by the Service and these Terms, and eachsuch person has released you from any liability that may arise in relation tosuch use.You have obtained and are solely responsible for obtainingall consents as may be required by law to post any User Content relating tothird parties.Your User Content and Company’s use thereof as contemplatedby these Terms and the Service will not violate any law or infringe any rightsof any third party, including but not limited to any Intellectual PropertyRights and privacy rights.Company may exercise the rights to your User Content grantedunder these Terms without liability for payment of any guild fees, residuals,payments, fees, or royalties payable under any collective bargaining agreementor otherwise.
Our Proprietary Rights
Except for your User Content, the Service and all materialstherein or transferred thereby, including, without limitation, software,images, text, graphics, illustrations, logos, patents, trademarks, servicemarks, copyrights, photographs, audio, videos, music, and User Contentbelonging to other Users (the “Company Content”), and all Intellectual PropertyRights related thereto, are the exclusive property of Company and its licensors(including other Users who post User Content to the Service). Except asexplicitly provided herein, nothing in these Terms shall be deemed to create alicense in or under any such Intellectual Property Rights, and you agree not tosell, license, rent, modify, distribute, copy, reproduce, transmit, publiclydisplay, publicly perform, publish, adapt, edit or create derivative works fromany Company Content. Use of the Company Content for any purpose not expresslypermitted by these Terms is strictly prohibited.The Service contains data, information, and other contentnot owned by you, including but not limited to Service credits (“CompanyProperty”). You understand and agree that regardless of terminology used,Company Property represents a limited license right governed solely by theterms of these Terms and available for distribution at Company’s solediscretion. Company Property is not redeemable for any sum of money or monetaryvalue from Company at any time. You acknowledge that you do not own the UserAccount you use to access the Service, nor do you possess any rights of accessor rights to data stored by or on behalf of Company on Company servers,including without limitation any data representing or embodying any or all ofyour Company Property. You agree that Company has the absolute right to manage,regulate, control, modify and/or eliminate Company Property as it sees fit inits sole discretion, in any general or specific case, and that Company willhave no liability to you based on its exercise of such right. All data onCompany’s servers are subject to deletion, alteration or transfer.NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY,YOU UNDERSTAND AND AGREE THAT ANY DATA, USER ACCOUNT HISTORY AND USER ACCOUNTCONTENT RESIDING ON COMPANY’S SERVERS, MAY BE DELETED, ALTERED, MOVED ORTRANSFERRED AT ANY TIME FOR ANY REASON IN COMPANY’S SOLE DISCRETION, WITH OR WITHOUTNOTICE AND WITH NO LIABILITY OF ANY KIND. COMPANY DOES NOT PROVIDE ORGUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TOANY DATA RESIDING ON COMPANY’S SERVERS.
Error Reporting and Feedback
You may provide us directly at email@example.com withinformation and feedback concerning errors, suggestions for improvements,ideas, problems, complaints, and other matters related to our Service(“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquireor assert any intellectual property right or other right, title or interest inor to the Feedback; (ii) Company may have development ideas similar to theFeedback; (iii) Feedback does not contain confidential information orproprietary information from you or any third party; and (iv) Company is notunder any obligation of confidentiality with respect to the Feedback. In theevent the transfer of the ownership to the Feedback is not possible due toapplicable mandatory laws, you grant Company and its affiliates an exclusive,transferable, irrevocable, free-of-charge, sub-licensable, unlimited andperpetual right to use (including copy, modify, create derivative works,publish, distribute and commercialize) Feedback in any manner and for anypurpose.
Certain aspects of the Service may be provided for a fee orother charge. If you elect to use paid aspects of the Service, you agree to thepricing and payment details as set forth in further detail in your Account oradditional agreements with us, in each case as we may update them from time totime. Company may add new services for additional fees and charges, add oramend fees and charges for existing services, at any time in its solediscretion.
Some parts of Service are billed on a subscription basis(“Subscription(s)”). You will be billed in advance on a recurring and periodicbasis (“Billing Cycle”). Billing cycles are set either on a monthly or annualbasis, depending on the type of subscription plan you select when purchasing aSubscription.At the end of each Billing Cycle, your Subscription willautomatically renew under the exact same conditions unless you cancel it or BabblLabs Inc. cancels it. YOU MAY CANCEL YOUR SUBSCRIPTION RENEWAL EITHER THROUGHYOUR ONLINE ACCOUNT MANAGEMENT PAGE OR BY CONTACTING Babbl Labs Inc.. CUSTOMERSUPPORT TEAM, AND SUCH CALCULATION WILL BE EFFECTIVE IN THE MONTH FOLLOWING THEMONTH YOU PROVIDE US NOTICE. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY USOF YOUR CANCELLATION, YOUR SUBSCRIPTION AND ALL CORRESPONDING FEES WILLAUTOMATICALLY RENEW, AND YOU AUTHORIZE US OR OUR AUTHORIZED THIRD PARTY PAYMENTPROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGEYOU THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENTMETHOD WE HAVE ON RECORD FOR YOU.
We accept various payment methods through Stripe. By usingour Service, you agree to be bound by Stripe’s Services Agreement available athttps://stripe.com/us/legal. A valid payment method is required to process thepayment for your subscription. You shall provide Babbl Labs Inc.. with accurateand complete billing information including full name, address, state, zip code,telephone number, and a valid payment method information. By submitting suchpayment information, you automatically authorize Babbl Labs Inc.. to charge allSubscription fees incurred through your account to any such paymentinstruments. You agree to pay all charges incurred by users of your creditcard, debit card, or other payment method used in connection with a purchase ortransaction or other monetary transaction interaction with the Service at theprices in effect when such charges are incurred. You will pay any applicabletaxes, if any, relating to any such purchases, transactions or other monetarytransaction interactions.
Should automatic billing fail to occur for any reason, BabblLabs Inc. will issue an electronic invoice indicating that you must proceedmanually, within a certain deadline date, with the full payment correspondingto the billing period as indicated on the invoice.
Babbl Labs Inc.. may, at its sole discretion, offer a Subscriptionwith a free trial for a limited period of time (“Free Trial”).You may be required to enter your billing information inorder to sign up for a Free Trial.If you do enter your billing information when signing up fora Free Trial, you will not be charged by Babbl Labs Inc. until the Free Trialhas expired. On the last day of Free Trial period, unless you cancelled yourSubscription, you will be automatically charged the applicable Subscriptionfees for the type of Subscription you have selected.At any time and without notice, Babbl Labs Inc. reserves theright to (i) modify Terms of Sale of Free Trial offer, or (ii) cancel such FreeTrial offer.
Babbl Labs Inc., in its sole discretion and at any time, maymodify Subscription fees for the Subscriptions. Any Subscription fee changewill become effective at the end of the then-current Billing Cycle.Babbl Labs Inc. will provide you with a reasonable priornotice of any change in Subscription fees to give you an opportunity toterminate your Subscription before such change becomes effective. Yourcontinued use of Service after Subscription fee change comes into effectconstitutes your agreement to pay the modified Subscription fee amount.
We issue refunds for Subscriptions within thirty (30) daysof the original purchase of the Subscription; provided that, in the event thatCompany suspends or terminates your Account or these Terms for your breach, youunderstand and agree that you shall receive no refund or exchange for anyCompany Property, any unused time on a Subscription, any license orsubscription fees for any portion of the Service, any content or dataassociated with your Account, or for anything else.
California Residents. The provider of services is set forthherein. If you are a California resident, in accordance with Cal. Civ. Code§1789.3, you may report complaints to the Complaint Assistance Unit of theDivision of Services of the California Department of Consumer Affairsby contacting them in writing at 1625 North Market Blvd., Suite N 112Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
Copyright Policy; DMCA Notice and Procedure for CopyrightInfringement Claims
We respect the intellectual property rights of others. It isour policy to respond to any claim that Content posted on Service infringes onthe copyright or other intellectual property rights (“Infringement”) of anyperson or entity. If you are a copyright owner, or authorized on behalf of one,and you believe that your copyrighted work has been copied in a way thatconstitutes copyright infringement, please submit your claim via email firstname.lastname@example.org, with the subject line: “Copyright Infringement” and include inyour claim a detailed description of the alleged Infringement as detailedbelow, under “DMCA Notice and Procedure for Copyright Infringement Claims”.You may submit a notification pursuant to the DigitalMillennium Copyright Act (DMCA) by providing our Copyright Agent with thefollowing information in writing (see 17 U.S.C 512(c)(3) for further detail):an electronic or physical signature of the person authorizedto act on behalf of the owner of the copyright's interest;a description of the copyrighted work that you claim hasbeen infringed, including the URL (i.e., web page address) of the locationwhere the copyrighted work exists or a copy of the copyrighted work;identification of the URL or other specific location onService where the material that you claim is infringing is located;your address, telephone number, and email address;a statement by you that you have a good faith belief thatthe disputed use is not authorized by the copyright owner, its agent, or thelaw;a statement by you, made under penalty of perjury, that theabove information in your notice is accurate and that you are the copyrightowner or authorized to act on the copyright owner's behalf.The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Babbl Labs Inc.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINEMATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURYAND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’FEES.
Please note that this procedure is exclusively for notifyingCompany and its affiliates that your copyrighted material has been infringed.The preceding requirements are intended to comply with Company’s rights andobligations under the DMCA, including 17 U.S.C. §512(c), but do not constitutelegal advice. It may be advisable to contact an attorney regarding your rightsand obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law,Company has adopted a policy of terminating, in appropriate circumstances,Users who are deemed to be repeat infringers. Company may also at its solediscretion limit access to the Service and/or terminate the User Accounts ofany Users who infringe any intellectual property rights of others, whether or notthere is any repeat infringement.
Third-Party Links and Information
Our Service may contain links to third-party materials,websites or services that are not owned or controlled by Company. Company doesnot endorse or assume any responsibility for any such third-party content,sites, privacy policies, practices, information, materials, products, orservices. We do not warrant the offerings of any of these entities/individualsor their websites. If you access a third-party website or service from the Serviceor share your User Content on or through any third-party website or service,you do so at your own risk, and you understand that these Terms do not apply toyour use of such sites. You expressly relieve Company from any and allliability arising from your use of any third-party website, service, orcontent, including without limitation User Content submitted by other Users.Additionally, your dealings with or participation in promotions of advertisersfound on the Service, including payment and delivery of goods, and any otherterms (such as warranties) are solely between you and such advertisers. Youagree that Company shall not be responsible for any loss or damage of any sortrelating to your dealings with such advertisers. WE STRONGLY ADVISE YOU TO READTHE TERMS OF SALE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICESTHAT YOU VISIT.
We may use third-party Service Providers to monitor andanalyze the use of our Service.
Google Analytics is a web analytics service offered byGoogle that tracks and reports website traffic. Google uses the data collectedto track and monitor the use of our Service. This data is shared with otherGoogle services. Google may use the collected data to contextualize andpersonalize the ads of its own advertising network.For more information on the privacy practices of Google,please visit the Google Privacy Terms web page:https://policies.google.com/privacy?hl=enWe also encourage you to review the Google's policy forsafeguarding your data: https://support.google.com/analytics/answer/6004245.
You agree to defend, indemnify and hold harmless Company andits subsidiaries, agents, licensors, managers, and other affiliated companies,and their employees, contractors, agents, officers and directors, from andagainst any and all claims, damages, obligations, losses, liabilities, costs ordebt, and expenses (including but not limited to attorney’s fees) arising from:(i) your use of and access to the Service, including any data or contenttransmitted or received by you; (ii) your violation of any these Terms,including without limitation your breach of any of the representations andwarranties above; (iii) your violation of any third-party right, includingwithout limitation any right of privacy or Intellectual Property Rights; (iv)your violation of any applicable law, rule or regulation; (v) any content thatis submitted via your Account including without limitation misleading, false,or inaccurate information; (vi) your willful misconduct; or (vii) any otherparty’s access and use of the Service with your unique username, password orother appropriate security code.
Disclaimer of Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND,WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIESOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY ORTHROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, ANDITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT;THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BEAVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANYDEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OROTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGHTHE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELYRESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OFDATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
FURTHER, COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, ORASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ATHIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, ANDCOMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEENYOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONSDO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SOTHE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVES YOU SPECIFIC LEGALRIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THEDISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENTPROHIBITED BY APPLICABLE LAW.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NOEVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS ORLICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FORLOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OFOR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NOCIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURYRESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THESERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANYASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, ORINACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATUREWHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANYUNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONALINFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSIONTO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THATMAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANYERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS ARESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISEMADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THEDEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALLCOMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORSBE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS,DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANYHEREUNDER OR $50.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THEALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, ORANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONOF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONSMAY NOT APPLY TO YOU. THESE TERMS GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAYALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS, EXCLUSIONS,AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENTPROHIBITED BY APPLICABLE LAW.
We may terminate or suspend your account and bar access toService immediately, without prior notice or liability, under our solediscretion, for any reason whatsoever and without limitation, including but notlimited to a breach of Terms.If you wish to terminate your account, you may simplydiscontinue using Service.All provisions of Terms which by their nature should survivetermination shall survive termination, including, without limitation, ownershipprovisions, warranty disclaimers, indemnity and limitations of liability.Governing Law; Arbitration and Class Action/Jury TrialWaiver.
You agree that: (i) the Service shall be deemed solely basedin California; and (ii) the Service shall be deemed a passive one that does notgive rise to personal jurisdiction over us, either specific or general, injurisdictions other than California. These Terms shall be governed by theinternal substantive laws of the State of California, without respect to itsconflict of laws principles. The parties acknowledge that these Terms evidencea transaction involving interstate commerce. Notwithstanding the precedingsentences with respect to the substantive law, the Federal Arbitration Act (9U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of theArbitration Agreement in Section 14.2 and preempts all state laws to the fullestextent permitted by law. If the FAA is found to not apply to any issue thatarises from or relates to the Arbitration Agreement, then that issue shall beresolved under and governed by the law of your state of residence. Theapplication of the United Nations Convention on Contracts for the InternationalSale of Goods is expressly excluded. You agree to submit to the exclusivepersonal jurisdiction of the federal and state courts located in California forany actions for which we retain the right to seek injunctive or other equitablerelief in a court of competent jurisdiction to prevent the actual or threatenedinfringement, misappropriation or violation of a our copyrights, trademarks,trade secrets, patents, or other intellectual property or proprietary rights,as set forth in the Arbitration provision below, including any provisionalrelief required to prevent irreparable harm. You agree that California is theproper and exclusive forum for any appeals of an arbitration award or for trialcourt proceedings in the event that the arbitration provision below is found tobe unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIESTO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEFFROM COMPANY. This Section 14.2 (the “Arbitration Agreement”) applies to andgoverns any dispute, controversy, or claim between you and Company that arisesout of or relates to, directly or indirectly: (a) these Terms, including theformation, existence, breach, termination, enforcement, interpretation,validity, or enforceability thereof; (b) access to or use of the Service,including receipt of any advertising or marketing communications; (c) anytransactions through, by, or using the Service; or (d) any other aspect of yourrelationship or transactions with Company, directly or indirectly, as aconsumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shallapply, without limitation, to all Claims that arose or were asserted before orafter your agreement to this Agreement.If you are a new Company user, you can reject and opt-out ofthis Arbitration Agreement within 30 days of accepting these Terms by emailingCompany at [email@example.com] with your first and last name and stating yourintent to opt-out of the Arbitration Agreement. Note that opting out of thisArbitration Agreement does not affect any other part of these Terms, includingthe provisions regarding controlling law or in which courts any disputes mustbe brought.For any Claim, you agree to first contact us at[firstname.lastname@example.org] and attempt to resolve the dispute with us informally. In theunlikely event that Company has not been able to resolve a Claim after sixty(60) days, we each agree to resolve any Claim exclusively through bindingarbitration by AAA before a single arbitrator (the “Arbitrator”), under theExpedited Procedures then in effect for AAA (the “Rules”), except as providedherein. In the event of any conflict between the Rules and this ArbitrationAgreement, this Arbitration Agreement shall control. AAA may be contacted atwww.adr.org, where the Rules are also available. The arbitration will beconducted in the U.S. county where you live or California, unless you andCompany agree otherwise. If you are using the Service for commercial purposes,each party will be responsible for paying any AAA filing, administrative andarbitrator fees in accordance with AAA rules, and the award rendered by thearbitrator shall include costs of arbitration, reasonable attorneys’ fees andreasonable costs for expert and other witnesses. If you are an individual usingthe Service for non-commercial purposes: (i) AAA may require you to pay a feefor the initiation of your case, unless you apply for and successfully obtain afee waiver from AAA; (ii) the award rendered by the arbitrator may include yourcosts of arbitration, your reasonable attorney’s fees, and your reasonablecosts for expert and other witnesses; and (iii) you may sue in a small claimscourt of competent jurisdiction without first engaging in arbitration, but thisdoes not absolve you of your commitment to engage in the informal dispute resolutionprocess. Any judgment on the award rendered by the arbitrator may be entered inany court of competent jurisdiction. You and Company agree that the Arbitrator,and not any federal, state, or local court or agency, shall have exclusiveauthority to resolve any disputes relating to the interpretation,applicability, enforceability or formation of this Arbitration Agreement,including any claim that all or any part of this Arbitration Agreement is voidor voidable. The Arbitrator shall also be responsible for determining allthreshold arbitrability issues, including issues relating to whether anyprovision of these Terms is unconscionable or illusory and any defense toarbitration, including waiver, delay, laches, unconscionability, or estoppel.Nothing in this Section shall be deemed as: preventingCompany from seeking injunctive or other equitable relief from the courts asnecessary to prevent the actual or threatened infringement, misappropriation,or violation of our data security, Intellectual Property Rights or otherproprietary rights; or preventing you from asserting claims in small claimscourt, if your claims qualify and so long as the matter remains in such courtand advances on only an individual (non-class, non-representative) basis.If this Arbitration Agreement is found to be void,unenforceable, or unlawful, in whole or in part, the void, unenforceable, orunlawful provision, in whole or in part, shall be severed. Severance of thevoid, unenforceable, or unlawful provision, in whole or in part, shall have noimpact on the remaining provisions of the Arbitration Agreement, which shallremain in force, or the parties’ ability to compel arbitration of any remainingclaims on an individual basis pursuant to the Arbitration Agreement. Notwithstandingthe foregoing, if the Class Action/Jury Trial Waiver in Section 14.3 is foundto be void, unenforceable, or unlawful, in whole or in part, because it wouldprevent you from seeking public injunctive relief, then any dispute regardingthe entitlement to such relief (and only that relief) must be severed fromarbitration and may be litigated in a civil court of competent jurisdiction.All other claims for relief subject to arbitration under this ArbitrationAgreement shall be arbitrated under its terms, and the parties agree thatlitigation of any dispute regarding the entitlement to public injunctive reliefshall be stayed pending the outcome of any individual claims in arbitration.
Class Action/Jury Trial Waiver.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OFWHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OROTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY,AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION,COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVEPROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREEOTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.YOU AND COMPANY AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO ANINDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOURINDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER COMPANY USERS. YOUAND COMPANY FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMPANYARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATEIN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHERREPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
Additional Terms for Mobile Applications
We may make available software to access the Service via amobile device (“Mobile Applications”). To use any Mobile Applications you musthave a mobile device that is compatible with the Mobile Applications. Companydoes not warrant that the Mobile Applications will be compatible with yourmobile device. You may use mobile data in connection with the MobileApplications and may incur additional charges from your wireless provider forthese services. You agree that you are solely responsible for any such charges.Company hereby grants you a non-exclusive, non-transferable, revocable licenseto use a compiled code copy of the Mobile Applications for one Account on onemobile device owned or leased solely by you, for your personal use. You maynot: (i) modify, disassemble, decompile or reverse engineer the MobileApplications, except to the extent that such restriction is expresslyprohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute orotherwise transfer the Mobile Applications to any third party or use the MobileApplications to provide time sharing or similar services for any third party;(iii) make any copies of the Mobile Applications; (iv) remove, circumvent,disable, damage or otherwise interfere with security-related features of theMobile Applications, features that prevent or restrict use or copying of anycontent accessible through the Mobile Applications, or features that enforcelimitations on use of the Mobile Applications; or (v) delete the copyright andother proprietary rights notices on the Mobile Applications. You acknowledgethat Company may from time to time issue upgraded versions of the MobileApplications, and may automatically electronically upgrade the version of theMobile Applications that you are using on your mobile device. You consent tosuch automatic upgrading on your mobile device, and agree that the terms andconditions of these Terms will apply to all such upgrades. Any third-party codethat may be incorporated in the Mobile Applications is covered by theapplicable open source or third-party license end user license agreement, ifany, authorizing use of such code. The foregoing license grant is not a sale ofthe Mobile Applications or any copy thereof, and Company or its third-partypartners or suppliers retain all right, title, and interest in the MobileApplications (and any copy thereof). Any attempt by you to transfer any of therights, duties or obligations hereunder, except as expressly provided for inthese Terms, is void. Company reserves all rights not expressly granted underthese Terms. If the Mobile Applications is being acquired on behalf of theUnited States Government, then the following provision applies. The MobileApplications will be deemed to be “commercial computer software” and“commercial computer software documentation,” respectively, pursuant to DFARSection 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction,release, performance, display or disclosure of the Service and any accompanyingdocumentation by the U.S. Government will be governed solely by these Terms andis prohibited except to the extent expressly permitted by these Terms. TheMobile Applications originate in the United States, and are subject to UnitedStates export laws and regulations. The Mobile Applications may not be exportedor re-exported to certain countries or those persons or entities prohibitedfrom receiving exports from the United States. In addition, the MobileApplications may be subject to the import and export laws of other countries.You agree to comply with all United States and foreign laws related to use ofthe Mobile Applications and the Service.
Mobile Applications from Apple App Store.
The following applies to any Mobile Applications you acquirefrom the Apple App Store (“Apple-Sourced Software”): You acknowledge and agreethat these Terms are solely between you and Company, not Apple, Inc. (“Apple”)and that Apple has no responsibility for the Apple-Sourced Software or contentthereof. Your use of the Apple-Sourced Software must comply with the App StoreTerms of Sale. You acknowledge that Apple has no obligation whatsoever tofurnish any maintenance and support services with respect to the Apple-SourcedSoftware. In the event of any failure of the Apple-Sourced Software to conformto any applicable warranty, you may notify Apple, and Apple will refund thepurchase price for the Apple-Sourced Software to you; to the maximum extentpermitted by applicable law, Apple will have no other warranty obligationwhatsoever with respect to the Apple-Sourced Software, and any other claims,losses, liabilities, damages, costs or expenses attributable to any failure toconform to any warranty will be solely governed by these Terms and any lawapplicable to Company as provider of the software. You acknowledge that Appleis not responsible for addressing any claims of you or any third party relatingto the Apple-Sourced Software or your possession and/or use of theApple-Sourced Software, including, but not limited to: (i) product liabilityclaims; (ii) any claim that the Apple-Sourced Software fails to conform to anyapplicable legal or regulatory requirement; and (iii) claims arising underconsumer protection or similar legislation; and all such claims are governedsolely by these Terms and any law applicable to Company as provider of thesoftware. You acknowledge that, in the event of any third-party claim that theApple-Sourced Software or your possession and use of that Apple-SourcedSoftware infringes that third party’s intellectual property rights, Company,not Apple, will be solely responsible for the investigation, defense,settlement and discharge of any such intellectual property infringement claimto the extent required by these Terms. You and Company acknowledge and agreethat Apple, and Apple’s subsidiaries, are third-party beneficiaries of theseTerms as relates to your license of the Apple-Sourced Software, and that, uponyour acceptance of the terms and conditions of these Terms, Apple will have theright (and will be deemed to have accepted the right) to enforce these Terms asrelates to your license of the Apple-Sourced Software against you as athird-party beneficiary thereof.
Mobile Applications from Google Play Store.
The following applies to any Mobile Applications you acquirefrom the Google Play Store (“Google-Sourced Software”): (i) you acknowledgethat these Terms are between you and Company only, and not with Google, Inc.(“Google”); (ii) your use of Google-Sourced Software must comply with Google’sthen-current Google Play Store Terms of Sale; (iii) Google is only a providerof the Google Play Store where you obtained the Google-Sourced Software; (iv)Company, and not Google, is solely responsible for its Google-Sourced Software;(v) Google has no obligation or liability to you with respect to Google-SourcedSoftware or these Terms; and (vi) you acknowledge and agree that Google is athird-party beneficiary to these Terms as it relates to Company’sGoogle-Sourced Software.
These Terms, and any rights and licenses granted hereunder,may not be transferred or assigned by you, but may be assigned by Companywithout restriction. Any attempted transfer or assignment in violation hereofshall be null and void.Notification Procedures and Changes to the TermsCompany may provide notifications, whether suchnotifications are required by law or are for marketing or otherbusiness-related purposes, to you via email notice, written or hard copynotice, or through posting of such notice on our website, as determined byCompany in our sole discretion. Company reserves the right to determine theform and means of providing notifications, provided that you may opt out ofcertain means of notification as described in these Terms. Company is notresponsible for any automatic filtering you or your network provider may applyto email notifications we send to the email address you provide us. Companymay, in its sole discretion, modify or update these Terms from time to time,and so you should review this page periodically. When we change these Terms ina material manner, we will update the ‘last modified’ date at the top of thispage and notify you that material changes have been made to these Terms. Yourcontinued use of the Service after any such change constitutes your acceptanceof the new Terms of Sale. If you do not agree to any of these terms or anyfuture Terms of Sale, do not use or access (or continue to access) the Service.
These Terms, together with any amendments and any additionalagreements you may enter into with Company in connection with the Service,shall constitute the entire agreement between you and Company concerning theService. Except as otherwise stated in the Arbitration Agreement, if any provisionof this Agreement is deemed invalid by a court of competent jurisdiction, theinvalidity of such provision shall not affect the validity of the remainingprovisions of this Agreement, which shall remain in full force and effect.
Our failure to enforce any right or provision of these Termswill not be considered a waiver of those rights.
Please send your feedback, comments, requests for technicalsupport:
By email: email@example.com