Terms of Service - SaladCloud
Last Updated: November 15, 2022
Welcome to Salad.com! These Termsof Service (“Terms”) constitute a valid and binding agreement between Salad.com, Inc. (“Company,” “we,” or “us”) and you (“Client,” “you,” or “your”). These Terms explain the terms and conditions by which you may use our website, the products, services, platform and related software provided by or in connection therewith (collectively the “Services”).
By accessing or using the Services, you signify that you have read, understood, and agree to be bound by the terms and conditions herein. If you do not accept these Terms, you may not use, download, install or otherwise access the Services. You may only access and use the Services in accordance with these Terms. You will adhere to all laws, rules, and regulations applicable to your use of the Services. These Terms apply to paid subscriptions as well as free trials of the Services.
You represent to us that you are lawfully able to enter into contracts. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. You must be at least 18 years of age (or the age of legal majority in your jurisdiction if different than 18) to be eligible to use the Services. These Terms apply to all visitors, users, and others who access the Services (“Users”).
You agree that your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Company or any of its affiliates regarding future functionality or features. If you have entered into a order form or other separate written agreement with Company for use of the Services, the terms and conditions of such order form or other agreement shall prevail over any conflicting terms or conditions in these Terms with respect to the Services specified in such agreement.
Certain features of the Services may be subject to additional terms or rules which will be posted on the Services or website in connection with such features. To the extent such additional terms or rules conflict with these Terms, such terms of rules shall govern solely with respect to such features. In all other situations, these Terms shall govern.
Use of Our Services
- These Terms govern your access and use of the Services, and any information that is displayed or provided therein. By accessing and/or using the Services, you are indicating your acceptance of theseTerms, which thereby becomes a binding contract between you and Company, and you agree to be bound by all terms and conditions herein. Company’s acceptance is expressly conditioned upon your assent to all the terms and conditions of these Terms, to the exclusion of all other terms.
- Subject to the terms and conditions of these Terms, you are hereby granted anon-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Company reserves all rights not expressly granted herein in the Services and the Company Content (as defined below). Company may terminate this license at any time for any reason or no reason.
- You acknowledge and agree that the Services are licensed solelyfor your own non-commercial or internal business use and you may not use theServices for any other purposes, without prior written authorization from Company.You acknowledge that Company may from time-to-timeissue upgraded versions of the Services,and may automatically electronically upgrade the version of the Services thatyou are using. You consent to suchautomatic upgrading, and agree that the terms and conditions of these Terms willapply to all such upgrades.
- In order to use the Services, you will be required to create an account and provide accurate, current and complete information in connection with your use of the Services (“Account“). By connecting to the Services with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You agree to maintain and promptly update your Account information as necessary to maintain its accuracy. Company reserves the right to suspend or terminate access to and use of the Services, or any portion thereof, on the basis of inaccurate or incomplete Account information.
- Your Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a business Account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.
- You are solely responsible for all activity that occurs when the Services are accessed through your Account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. Company will not be liable for any losses or damages arising from your failure to protect your password or Account information and/or caused by any unauthorized use of your Account.
- You may control your Account and how you interact with the Services by changing the settings in your Account. By setting up an Account, you consent to our using your email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by unsubscribing. Opting out may prevent you from receiving email messages regarding updates, improvements, oroffers.
- By logging into your Account, the Services, using the platform, and/or accessing the information contained therein, you understand and agree that you absolutely may not share your log-in ID or password or any of the information contained within the Services with any third party whatsoever without the explicit written permission of Company. For the purpose of clarity, this includes providing access to, or allowing, third parties to log-in through your Account, as well as copying and sharing reports and/or emails, names or phone numbers, with any other individual, business, marketing or survey company.
- You may not access the Services if you are a competitor of Company, except with Company’s prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Any unauthorized access or use of the Services and the information contained therein, is a violation of Company’s policies, may result in our suspending or terminating your Account, and may subject you to criminal liability.
- You agree to not grant access to any third party for any purpose whatsoever without the prior written consent of Company; (b) make the Services, in whole or in part, available to any other person, entity or business; (c)sell, sublicense, lease, permit, transfer, copy, reverse engineer, decompile or disassemble the Services, in whole or in part, or otherwise attempt to discover the source code to the software used in the Services; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services; (e) remove any proprietary notices from the software of elsewhere on the Services; or (d)modify, alter, integrate, combine the Services or associated software with any other software or services not provided or approved by us. You have and will obtain no rights to the Services except for the limited rights to use theS ervices expressly granted by these Terms. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Company reserves all rights not expressly granted under these Terms
- You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii)using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, stealing or assuming and person’s identity (whether a real identity or nickname or alias), conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi)accessing any content on the Services through any technology or means other than those provided or authorized by the Services; (xii) accessing the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas. (xii) for the purpose of mining cryptocurrencies or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein. Furthermore, you may not use the Services to develop, generate, transmit or store information that: (A)infringes any third party’s intellectual property or other proprietary right;(B) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Services, and (C) performs any unsolicited commercial communication not permitted by applicable law.
- You further agree not to post any message containing, or otherwise use, reference or communicate, any obscene or offensive images, symbols or language, or post, use, reference or communicate anywhere else on, through or in connection with the Company platform any material that is defamatory, pornographic, racial, abusive or hateful, unauthorized, harassing, invading of anyone’s privacy, encouraging of conduct that would constitute a criminal offense, giving rise to actual or potential civil liability, or otherwise violating any local, state, national or international law or regulation. You agree to use the Company platform for professional use only and to refrain from any use for unlawful purposes.
- You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. Further, you may not remove or export from the United States or allow the export or re-export of the Services, software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section2.101, the software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement
- The Services contain confidential and trade secret information owned or licensed by Company, and you agree to take reasonable steps at all times to protect and maintain the confidentiality of such information.
- You understand that Company uses third-party vendors and hosting partners in connection with the Services and, by your use of the Services, you agree to be bound by the terms of the service level agreements and terms of service of such partners.
- We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
- You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are also responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
- A variety of information, reviews, recommendations, messages, comments, posts, text, graphics, software, photographs, videos, data, and other materials (“Content”) may be made available through the Services by Company or its suppliers (“Company Content”). While Company strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, Company cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Company Content.
- You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”
- You agree that you are solely responsible for (and that Company has no responsibility to you or to any third party for) any User Content, and for the consequences of your actions (including any loss or damage which Company may suffer) in connection with such User Content. If you are registering for these Services on behalf of an organization, you also agree that you are also responsible for the actions of associated Users and for any User Content that such associated Users might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. Furthermore, you acknowledge that Company does not control or actively monitor Content uploaded by Users and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Company be liable in any way for any such Content.
- Company may refuse to store, provide, or otherwise maintain your User Content for any or no reason. Company may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, Company may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that Company has no responsibility or liability for the deletion or failure to store any User Content or other communications maintained or transmitted through use of the Services.
- Company reserves the right (but shall have no obligation) to monitor and remove User Content from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from Company. Company also reserves the right to directly take down such Content.
By submitting, posting or otherwise uploading User Content on or through the Services you give Company a worldwide, nonexclusive, perpetual, fully sub-licensable, royalty-free right and license as set below:
- With respect to User Content that you submit, post or otherwise make publicly or generally available via the Services (e.g. public forum posts), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute , publicly perform, and publicly display such User Content (in whole or part) worldwide via the Services or otherwise, and/or to incorporate it in other works in any form, media, or technology now known or later developed for any legal business purpose; and
- Availability of Services
- The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music(the “Company Content”), and all intellectual property rights related thereto, are the exclusive property of Company and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Company Content. Use of the Company Content for any purpose not expressly permitted by these Terms is strictly prohibited. These Terms do not provide you with title or ownership of any Services or Company Content, but only a limited right to use the same solely upon the terms expressly set forth in these Terms. For the purpose of clarity, nothing provided under these Terms is to be considered a “work for hire” and Company does not convey, transfer or assign to you any right, title and interest it may have now or in the future acquire, including but not limited to all intellectual property rights. No rights or licenses are granted except as expressly set forth herein.
Client materials. You will own and maintain ownership of all of your materials and data (“Client Materials”). We do not claim any ownership of the Client Materials that you submit, post, or display through the Services.
- Subject to the terms and conditions of these Terms, You grant Company a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Client Materials, only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by You. For the purpose of clarity and notwithstanding anything to the contrary herein, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Materials and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
- You represent and warrant that you have secured all rights in and to Client Materials from your customers, users, etc.as may be necessary to grant this license.
- The Client Materials that you submit may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. You retain any and all ownership rights to the Client Materials that you submit and are responsible for protecting those rights. We reserve the right at all times to remove or refuse distribution of any Client Materials on or through our Services.
- Fees. In consideration for the Services provided by Company, Client agrees to pay Company such compensation as described further athttps://salad.com/pricing or in the applicable Order Form (“Fees”). If your use of the Services exceeds the usage amounts set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and you agree to pay the additional fees in the manner provided herein.
- Subscriptions. Certain parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it. You may cancel your Subscription renewal through your Account.
- Other Fees. Company may add new Services for additional fees and charges, or add or amend fees and charges for existing Services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you or at the end of your current subscription.
- Payment. A valid and up to date payment method, including a credit card, is required to process fee payments. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instruments. You also irrevocably and expressly authorize Company to withhold any monies and/or debit any monies from any account that you have identified to Company for any chargebacks, fees, costs, deductions, adjustments and any other amounts owed to us. Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Interest and finance charges will accrue on all late payments, and will be charged at the maximum rate allowable by law, or at 2% per month, whichever is less. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Company in collecting late or unpaid fees due hereunder. Nothing mentioned herein will limit any additional rights and remedies available to Company at law or in equity arising out of your failure to make payment.
- Free Services. Certain aspects of the Services may be offered for free (“Free Services”). Company reserves the right to (i) modify the terms and conditions of the Free Services at any time, (ii) cancel or change the Services that are offered as Free Services, or (iii) terminate your access to and/or right to use the Free Services at any time for any reason in Company’s sole discretion.
- Free Trial. Company may, in its sole discretion, offer aSubscription with a free trial for a limited period of time ("FreeTrial"). On the last day of theFree Trial period, unless you cancelled your Subscription, your Free Trial willautomatically convert to a paid Subscription and you will be automaticallycharged the applicable Subscription fees for the type of Subscription you haveselected. At any time and without notice,Company reserves the right to (i) modify the terms and conditions of the FreeTrial offer, or (ii) cancel such Free Trial offer.
- Fee Changes. Company, in its sole discretion and at anytime, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Company will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Services after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount. Company reserves the right to change its prices and to offer discounts and temporary promotions.
- Payment Processor. Please note that any payment terms presented to you in the process of using or signing up for Services are deemed part of this Agreement. Company uses a third-party payment processor(the “Payment Processor”) to process fee payments through the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for errors by the Payment Processor. By utilizing the Services, you agree to pay us, through the Payment Processor, in accordance with the applicable payment terms.
- No Refunds. You acknowledge and agree that there shall be no refunds under this Agreement for any reason, any Subscription or Service, whatsoever, including termination of this Agreement regardless of the cause of such termination. The Subscription fees cover all costs that Company incurred for the creation and functioning of your Account for the agreed upon term hereof, and other expenses related thereto.
- California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800)952-5210 or (916) 445-1254.
- In order to receive the benefits provided by certain aspects of the Services, you may need to grant permission for the software to utilize the processor and bandwidth of your computer. You understand that the Services will protect the privacy and integrity of your computer resources and communication and ensure the unobtrusive utilization of your computer resources to the greatest extent possible.
- Company cares about and takes very seriously the integrity and security of your personal information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Services, Client Materials and content ,materials and data therein from unauthorized access, use, modification, deletion and/or disclosure by our personnel. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Third-Party Materials and Software
- The Services may incorporate certain third party software (“Third Party Software”),which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.
Representations and Warranties
- You represent and warrant that: (i)You have the power, right and authority to enter into these Terms, and are capable of forming a binding contract: (ii) you will use the Services for lawful purposes only and in accordance with these Terms, Company’s standard published policies then in effect, and all applicable laws, regulations and policies, (iii) you own or have sufficient rights in and to the Client Materials you submit through the Services to grant the licenses set forth in these Terms with respect to such content to Company, that any use by Company of such Client Materials as contemplated in these Terms will not infringe on the rights of any third party or violate any applicable laws or regulations, and that such content shall not (a) violate any laws or regulations or any rights of any third parties, including but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade dress, trade secret, music, image or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or rights of celebrity, or any other right of any person or entity; (b) contain any material that is unlawful, fraudulent, threatening, defamatory, obscene, profane or hateful or (c) contain any disabling codes or instructions, or any viruses, worms, Trojan horses or other contaminants.
- Company represents and warrants that: (i) the Services shall materially perform as set forth in any descriptions or specifications provided by Company to you, and (ii) the Services will not, to Company’s knowledge, infringe the intellectual property rights of third parties. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice inwriting or by e-mail of any scheduled service disruption.
- You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses(including but not limited to attorney’s fees) (“Losses”)arising from: (i) your use of and access to the Services, including any Client Materials transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights,; (iv) your violation of any applicable law, rule or regulation; (v) any Client Materials or content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or(vii) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
- Company agrees to defend, indemnify and hold you harmless from third party claims that the Services infringe the intellectual property rights of third parties. If the Services become the subject of an intellectual property infringement claim, Company may, at its sole option, (a) procure for you a license to continue using the Services in accordance with these Terms;(b) replace or modify the allegedly infringing portion of the Services to avoid the infringement, or (iii) terminate these Terms and refund any prepaid fees as applicable to the period after termination. This Section sets forth your sole remedy in the event of any third party infringement claim regarding the Services. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by Company, (iv)combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with this Agreement.
- THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OFTHE SERVICES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANYAND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THEINFORMATION CONTAINED THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUTWARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITEDTO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ORNON-INFRINGEMENT. COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DONOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICESWILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANYPARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS ORERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHERHARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THEUSE OF THE SERVICES 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 SERVICES.
- COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITYFOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THESERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COMPANY WILL NOT BE A PARTYTO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF SUCHTHIRD PARTY PRODUCTS OR SERVICES.
- COMPANYMAY ALTER, SUSPEND, ADD TO, OR DISCONTINUE THE SERVICES IN WHOLE OR IN PART ATANY TIME FOR ANY REASON, WITHOUT NOTICE OR COST. COMPANY ASSUMES NORESPONSIBILITY FOR YOUR ABILITY TO (OR ANY COSTS OR FEES ASSOCIATED WITH YOURABILITY TO) OBTAIN ACCESS TO THE SERVICES. COMPANY DOES NOT ASSUME ANYLIABILITY FOR THE FAILURE TO STORE OR MAINTAIN ANY CLIENT MATERIALS,COMMUNICATIONS, ACCOUNT INFORMATION, OR PERSONAL SETTINGS. THE SERVICES MAYBECOME UNAVAILABLE DUE TO MAINTENANCE OR MALFUNCTION OF COMPUTER EQUIPMENT,SERVERS, OR OTHER REASONS.
- YOU agree that Company has made no agreements, representations or warranties other than those expressly set forth in these Terms, and that no future agreement, representation or warranty of Company with regard to Services provided under this agreement shall be effective unless expressly stated in an amendment to these Terms signed by both parties.
- THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Limitations of Liability
- IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THESERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS OR EMPLOYEES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if Company has been apprised of the possibility or likelihood of such damages occurring.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY ORRESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF COMPANY CONTENT;(II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO ORUSE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STOREDTHEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THESERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BETRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OROMISSIONS IN ANY CONTENT OR FOR ANY LOSSOR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED,TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) THEDEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. You acknowledge and agree that thefees and other charges which Company is charging under these Terms do notinclude any consideration for assumption by Company of the risk of yourindirect, consequential or incidental damages or of unlimited directdamages. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLETO YOU FOR ANY CLAIMS, PROCEEDINGS,LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THEAMOUNT YOU PAID TO COMPANY HEREUNDER OR $100.00, WHICHEVER IS GREATER.
- SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Governing Law, Arbitration, and Class Action/Jury Trial Waiver
Term and Termination
- Your commitment to these Terms commences on the date you create an Account and/or access or use any of the Services, and continues until your subscription granted in accordance with these Terms has expired or been terminated. You may terminate these Terms at any time by canceling your Account on the Services. You will not receive any refunds if you cancel your account.
- We may terminate this license automatically without notice if you breach any terms of these Terms.
- We have the right to deny access to, and to suspend or terminate your access to, the Services, or to any features or portions of such, and to remove and discard any Client Materials you have submitted, at any time and for any reason, including for any violation by you of these Terms. In the event that we suspend or terminate your access to and/or use of the Services, you will continue to be bound by the Terms that were in effect as of the date of your suspension or termination.
- All User Content may be deleted upon the termination of these Terms and/or the termination of your Account. You understand that such User Content may not be able to be recovered once such Terms are terminated or your account is cancelled. You are solely responsible for exporting your User Content from the Services prior to termination of your account for any reason, provided that if we terminate your Account for our convenience, we will endeavor to provide you a reasonable opportunity to retrieve your User Content.
- Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with these Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or(d) was independently developed by the Receiving Party.
- The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with these Terms; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms.
- The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required bylaw; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
- Independent Contractor. The parties to these Terms are independent contractors and nothing in these Terms shall be deemed to make either party an agent, employee, or partner of the other party. Neither party shall have any authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
- Jurisdictional Matters. The Services are controlled and operated from facilities in the United States. Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
- Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
- Electronic Communications. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
- Entire Agreement / Severability. These Terms, together with any amendments and any additional agreements you may enter into with Company in connection with the Services, shall constitute the entire agreement between you and Company concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
- No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
- Feedback. You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Company under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone. Further, you warrant that your feedback is not subject to any license terms that would purport to require us to comply with any additional obligations with respect to any products or services that incorporate any of your feedback. You further acknowledge that Company does not waive any rights to use similar or related ideas previously known to Company, or developed by its employees, or obtained from sources other than you.
- Interpretation. Section headings are for reference only, and shall not be construed as substantive parts of these Terms. Each capitalized term used in these Terms (including any schedule or exhibit of these Terms) shall have the meaning attributed to it in any part of these Terms (including any such schedules or exhibits).
- Survival. You acknowledge and agree that all indemnification, confidentiality, intellectual property, governing law, dispute resolution, enforceability/injunctive relief, limitation of liability and other clauses including those provisions which by their terms contemplate survival shall survive the termination or expiration of these Terms regardless of the cause of such termination.
- Force Majeure. Neither party shall be liable to the other party for any delay or failure of said party to perform its obligations hereunder (except for payment obligations) if such delay or failure arises from any cause or causes beyond the reasonable control of such party. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by either party in providing required resources or support or performing any other requirements hereunder.
Contact Us: If you have any questions about these Terms, please contact us at [email protected]