Effective date: January 13, 2020
(“COMPANY” OR “EXPATBUDDY”) AND YOU (“CUSTOMER”). IF CUSTOMER IS
ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY,
CUSTOMER REPRESENTS THAT CUSTOMER IS THE EMPLOYEE OR AGENT OF SUCH
COMPANY OR OTHER ENTITY AND THAT CUSTOMER HAS THE AUTHORITY TO ENTER
INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY OR OTHER ENTITY. BY USING
EXPATBUDDY SOFTWARE, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ
ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTANDS ALL OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT, AND AGREES TO BE BOUND BY ALL
OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT
AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, COMPANY IS
UNWILLING TO LICENSE THE SOFTWARE (AS DEFINED BELOW) TO CUSTOMER, AND
CUSTOMER MUST REFRAIN FROM USING THE SERVICES. THE “EFFECTIVE DATE” OF
THIS AGREEMENT IS THE DATE UPON WHICH CUSTOMER USES THE SERVIVES. FOR
THE PURPOSE OF THIS AGREEMENT, CUSTOMER AND, IF APPLICABLE, THE COMPANY
OR OTHER ENTITY HE OR SHE REPRESENTS WILL BE HEREIN REFERRED TO AS THE
“CUSTOMER”. THE CUSTOMER AND COMPANY ARE COLLECTIVELY REFERRED TO AS
IN ADDITION TO ALL OTHER TERMS OF THIS AGREEMENT, CUSTOMER IS WARNED TO
NEVER OPERATE EXPATBUDDY OR ANY OTHER MOBILE APPLICATION USING A WIRELESS OR
MOBILE DEVICE WHILE OPERATING A MOVING VEHICLE.
mobile application operated by ExpatBuddy Inc. (“us”, “we”, or “our”).
- “Company” means EXPATBUDDY INC.
- “Customer” means you, the party agreeing to this Agreement.
- “Services” means certain Services provided by Company that permit Customer to use the
Mobile Application or any other method of delivery of Services to plan and execute social
events and activities, whether by use of Company website, Mobile Application, or other
- “Content” means any information that may be generated or encountered by Customer
through Customer’s use of the Services, such as data files, device characteristics, written
text, ideas, opinions, graphics, photographs, images, sounds, videos, messages and any
other like materials provided or made available by Customer.
- “Account” means the Customer’s personal identifying information through which he or
she gains access to the Services provided by the Company.
- “Software” means any and all graphics, user interface, scripts and/or software used to
implement the Services and the Mobile Application, and any software provided to
Customer as a part of and/or in connection with the Services and/or Mobile Application,
including use of the Company’s website.
- “Intellectual Property Rights” means any and all right, title, and interest in and to the
Software and any and all patents, copyrights, moral rights, trademarks, trade secrets, and
any other form of intellectual property rights recognized in any jurisdiction, including
applications and registrations for any of the foregoing property rights.
- “Mobile Application” means the mobile application “ExpatBuddy,” and any and all
derivative versions and/or updated versions of “ExpatBuddy”.
You must be at least 18 years of age to create an account on ExpatBuddy and use the Services.
When you create an account with us, you guarantee that the information you provide us is
accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may
result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including
but not limited to the restriction of access to your computer and/or account. You agree to
accept responsibility for any and all activities or actions that occur under your account and/or
password, whether your password is with our Services or a third-party Services. You must notify
us immediately upon becoming aware of any breach of security or unauthorized use of your
3. Modifying the Services and Termination
ExpatBuddy is always striving to improve the Services and bring you additional functionality that
you will find engaging and useful. This means we may add new product features or
enhancements from time to time as well as remove some features, and if these actions do not
materially affect your rights or obligations, we may not provide you with notice before taking
them. We may even suspend the Services entirely, in which event we will notify you in advance
unless extenuating circumstances, such as safety or security concerns, prevent us from doing so.
You may terminate your account at any time, for any reason, by contacting us at
firstname.lastname@example.org. However, if you use a third party payment account, you will
need to manage in app purchases through such account (e.g., Apple App Store,
Google Play) to avoid additional billing.
We may terminate or suspend your account and bar access to the Services immediately, without
prior notice or liability, under our sole discretion, for any reason whatsoever and without
limitation, including but not limited to a breach of the Terms. All provisions of the Terms which by
their nature should survive termination, shall survive termination, including, without limitation,
ownership provisions, warranty disclaimers, indemnity and limitations of liability.
4. Safety; Your Interactions with Other Users
Though ExpatBuddy strives to encourage a respectful user experience, it is not responsible
for the conduct of any user on or off of the Services. You agree to use caution in all
interactions with other users, particularly if you decide to communicate off the
Services or meet in person. You agree that you will not provide your financial
information (for example, your credit card or bank account information), or wire or
otherwise send money, to other users.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU
UNDERSTAND THAT EXPATBUDDY DOES NOT CONDUCT CRIMINAL BACKGROUND
CHECKS ON ITS USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS
USERS. EXPATBUDDY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE
CONDUCT OF USERS. EXPATBUDDY RESERVES THE RIGHT TO CONDUCT – AND YOU AGREE
THAT EXPATBUDDY MAY CONDUCT – ANY CRIMINAL BACKGROUND CHECK OR OTHER
SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME USING
AVAILABLE PUBLIC RECORDS.
5. License to Customer
Company hereby grants to Customer a nonexclusive, nontransferable, non-sublicensable,
revocable, and limited license to access and use the Services solely for Customer’s individual
purposes, subject to all limitations and restrictions listed herein. The company retains ownership
of the Software itself and reserves all rights not expressly granted to Customer.
6. License to Company
Customer grants to Company and its contractors, heirs and assigns, an irrevocable, royalty-free,
worldwide license to access, use, modify, and delete any Customer Content. Notwithstanding
material Company licenses to Customer, Company does not claim ownership of the materials
and/or Content Customer which the Customer or third-parties submit or make available with the
Services. However, by submitting or downloading, and/or maintaining such Content that are
accessible by the public or other users with whom Customer consents to share such Content,
Customer grants Company a worldwide, royalty-free, non-exclusive license to use, distribute,
reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content
and/or materials for the purpose for which such Content was submitted or made available,
without any compensation, consideration, or obligation to Customer. Customer agrees that any
Content submitted or provided to Company by Customer is Customer’s sole responsibility, shall
not infringe upon or violate the rights of any other party or third-party, violate any laws, or
contribute to infringing or otherwise unlawful conduct. By submitting or providing such Content
within the Services that is accessible by third-parties, Customer represents and warrants that
Customer is the owner of such material and/or has all necessary rights, licenses, and
authorization to distribute it and/or utilize it in the way(s) that it is being utilized within the
7. License Restrictions
8. Customer Warranties and Acknowledgements
As between the Parties, Company owns all Intellectual Property Rights
embodied or used in connection with the Services. As between the Parties and subject to
the terms and conditions of this Agreement, Customer owns all right, title, and interest in
and to the Customer Content generated by the use of the Software by Customer. There are
no implied licenses in this Agreement, and Company reserves all rights not expressly
granted under this Agreement.
- DMCA. If you believe you copyrights-protected work has been posted or is being
displayed by the Services, without authorization, you may submit a copyright
infringement notification. These requests should only be submitted by the copyright
holder or their authorized agent. Please submit a copyright complaint form to our
DMCA Agent by sending your complaint to email@example.com. If you choose to
request removal of content by submitting an infringement notification, please
remember that you are initiating a legal process. Misuse of this process may result in the
suspension of your account or other legal consequences. Please ensure that your
takedown notification is in writing, signed, identifies the work(s) that are being
infringed, identifies the infringing material, provides your contact information, a
statement that your claim is being made in “good faith”, a statement warranting that the
information contained in the complaint is accurate, and include a statement that, under
penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive
right that is allegedly infringed. All DMCA Takedown Notice documents must be
signed under penalty of perjury. Filing a false DMCA takedown notice, one that does
not consider the applicability of an exception (such as parody or fair use), or one that
does not relate to a copyright issues can bring with it significant legal liability, including
criminal penalties. Filing a DMCA Takedown is a legal matter and should not be done
without the full understanding of its implications for you.
- No Reverse Engineering. Unless otherwise expressly set forth in this Agreement, Customer
will not: (a) modify, translate, or create derivative works of the Software, or Services; (b)
decompile, reverse engineer, or reverse assemble any portion of the Software or attempt to
discover any source code or underlying ideas or algorithms of the Software; (c) sell, assign,
sublicense, rent, lease, loan, provide, distribute, or otherwise transfer all or any portion of
the Software; (d) make, have made, reproduce, or copy the Software; (e) remove or alter
any trademark, logo, copyright, or other proprietary notices associated with the Software;
and/or (f) cause or permit any other party to do any of the foregoing.
- Limited Use of Services. Customer agrees to use the Services only for purposes permitted
by this Agreement, and only to the extent permitted by any applicable law, regulation, or
generally accepted practice in the applicable jurisdiction. If Customer’s use of the Services
or other behavior intentionally or unintentionally threatens Company’s ability to provide the
Services or other systems to Customer or any third-party, Company shall be entitled to take
all reasonable steps to protect the Services and Company’s systems, which may include
restricting Customer’s access to the Services, in whole or in part. Any violations of the
limitations set forth herein may result in termination of Customer’s use of the mobile
application and/or Services.
- Availability of the Services. The Services, or any feature or part thereof, may not be available
in all languages or in all countries and Company makes no representation that the Services,
or any feature or part thereof, are appropriate or available for use in any particular location.
To the extent that Customer chooses to access and use the Services, Customer does so at
Customer’s own initiative and is responsible for compliance with any and all applicable
- Change of Services. Company reserves the right at any time to modify this Agreement and
to impose new and/or additional terms or conditions on Customer’s use of the Services.
Such modifications and additional terms and conditions will be communicated to
Customer and, if accepted, will be effective immediately and will be thereby incorporated
into this Agreement. In the event that Customer refuses to accept such changes, Company
will have the right to terminate this Agreement and Customer’s Account. Customer agrees
that Company shall not be liable to Customer or any third-party for any modification or
cessation of the Services.
- Use of the Mobile Application. Furthermore, Customer is solely responsible for maintaining
the confidentiality and security of the Mobile Application, and other Services, and for all
activities that occur on or through Customer’s use of the Mobile Application, and other
Services. Customer agrees to immediately notify Company of any security breach of
Customer’s Mobile Application or other Services. Customer further acknowledges and
agrees that the Services and Mobile Application are designed and intended for personal
use on an individual basis only, and that Customer should not share any information and/or
password details with any other individual or entity. Provided that Company has exercised
reasonable skill and due care, Company shall not be responsible for any losses arising out
of the unauthorized use of such Customer information resulting from Customer’s
noncompliance with this or any other provision in this Agreement.
- Use of Customer’s Account. As a registered user of the Services, Customer must establish
an Account. Company agrees to not reveal Customer’s login information publicly.
Customer is solely responsible for maintaining the confidentiality and security of
Customer’s Account and for all activities that occur on or through Customer’s Account.
Customer agrees to immediately notify Company of any security breach of Customer’s
Account. Customer further acknowledges and agrees that the Services are designed and
intended for personal use on an individual basis and that Customer should not share
Account and/or password details with any other individual or entity. Provided that
Company has exercised reasonable skill and due care, Company shall not be responsible
for any losses arising out of the unauthorized use of Customer’s Account resulting from
Customer’s noncompliance with this or any other provision in this Agreement.
- Account Authentication Information. In order to use the Services, Customer must enter
Customer’s username and password, and any other required information, to authenticate
Customer’s Account. Customer agrees to provide accurate and complete information
when Customer registers with, and as Customer uses, the Services and Customer agrees to
update this information from time to time to keep it accurate and complete. Failure to
provide accurate, current and complete information may result in the suspension and/or
termination of Customer’s Account. Customer agrees that Company may store and use this
information in maintaining and billing fees to Customer’s Account.
- Use of Services. ANY USE OF THE SOFTWARE OR ANY PART OF THE SERVICES, EXCEPT
FOR USE OF THE SERVICES AS PERMITTED IN THIS AGREEMENT, IS STRICTLY
PROHIBITED AND MAY SUBJECT CUSTOMER TO CIVIL AND CRIMINAL PENALTIES,
INCLUDING POSSIBLE MONETARY DAMAGES.
- Trademark Information. Company, Company’s logo(s), trademarks, Services marks, and
graphics used in connection with the Services are trademarks or registered trademarks of
the Company in the United States and/or other countries. Customer is granted no right or
license in any of the aforesaid trademarks, and further agrees that Customer shall not
remove, obscure, or alter any proprietary notice(s) (including trademark and copyright
notices) that may be affixed to or contained within the Services.
- Devices. Use of the Services may require compatible device(s), access to the internet,
certain software (fees may apply), and periodic updates. Use of the Services may be
affected by the performance of these factors. Company reserves the right to limit the
number of Mobile Application licenses granted pursuant to this Agreement that may be
used on a device. The latest version of required software may be required for certain
features. Customer agrees that meeting these requirements is Customer’s responsibility.
- Ownership. Customer acknowledges and agrees that Company and/or its licensors own
all legal right, title and interest in and to the Services and the Software, including any and all
intellectual property rights that exist therein, whether registered or not, and wherever in the
world they may exist. Customer further agrees that the Services (including the Software or
any other part thereof) contain proprietary and confidential information that is protected by
applicable intellectual property and other laws, including but not limited to copyright.
Customer agrees that Customer will not use such proprietary information or materials in any
way whatsoever except for use of the Services in compliance with this Agreement.
Customer understands and accepts that no portion of the Services may be reproduced in
any form or by any means, except as expressly permitted in this Agreement.
- Content. Customer understands and accepts that all Content is the sole responsibility of
the person from whom such Content originated. This means that Customer, and not
Company, is solely responsible for any Content that Customer uploads, emails, transmits,
stores or otherwise makes available through Customer’s use of the Services. Company
does not control the Content, nor does it guarantee the accuracy, integrity, or quality of
such Content. Customer understands and agrees that Customer’s use of the Services and
any Content is solely at Customer’s own risk.
- Promise to Comply with Import and Export Laws. Use of the Services and Software may be
subject to the export and import laws of the United States and other countries. Customer
agrees to comply with all applicable export and import laws and regulations. In particular,
but without limitation, the Software may not be exported or re-exported (a) into any country
subject to an embargo by the United States or (b) to anyone on the United States Treasury
Department’s list of Specially Designated Nationals or the United States Department of
Commerce Denied Person’s List or Entity List. This assurance and commitment shall survive
termination of this Agreement.
- Third-Party Suppliers. The Software may include software or other code distributed under
license from third-party suppliers. Company disclaims and makes no representation or
warranty with respect to the third-party software, code, or any portion thereof and assumes
no liability for any claim that may arise with respect to the third-parties software or
Customer’s use or inability to use the same.
- Links and Other Third-Party Materials. Certain Content, components, or features of the
Services may include materials or Services provided by third-parties and/or hyperlinks to
other web sites, resources, or content. Because Company may have no control over such
third-party sites and/or materials, Customer acknowledges and agrees that Company is not
responsible for the availability of such sites or resources, and does not endorse or warrant
the accuracy, legality, or use of any such sites or resources, and shall in no way be liable or
responsible for any third-party services, advertising, products, or materials on or available
from such sites or resources. Customer further acknowledges and agrees that Company
shall not be responsible or liable in any way for any damages or criminal prosecution
Customer incurs or alleges to have incurred, either directly or indirectly, as a result of
Customer’s use and/or reliance upon any such third-party services, content, advertising,
products, or materials on or available from such sites or resources.
- Third-Party Services.
- Products and Services. Customer hereby acknowledges that the Company does not
warrant the quality, safety, or fitness for any particular purpose of any products,
locations, or services provided by, or at the premises of, third-parties. Although our site
allows you to find and communicate with third parties, we cannot and do not regulate
the conduct of said third-parties and are not responsible for their actions. Customer
hereby assumes any and all risk of injury or loss from the actions of third-parties.
Customer hereby agrees to hold Company harmless from any claim or demand and
hereby assumes any and all risk of injury or loss arising from or related to the actions of
third-parties. Customer hereby agrees to hold Company harmless from any claim or
demand, including reasonable attorneys’ fees resulting from a third-party’s actions,
products, services, or lack thereof. Customer hereby acknowledges that any and all
information regarding price, quality, performance or promotional material regarding
any good or services provided to Customer by a third-party is the sole responsibility of
the third-party provider, even if the information is channeled through the Services
provided by the Company. Customer hereby waives all current and future claims
against Company for any and all harm caused, or contributed to, by third-parties.
- Private information.
- Customer hereby acknowledges that Company will publish certain Customer
information, including but not limited to your name, picture, nationality, city, and
country in order to allow buddies to find you. Customer hereby grants permission
to Company to use any information given to it by Customer, including personally
identifiable information, for the purpose of finding and communicating with a
buddy. Furthermore, in an effort to facilitate social encounters with other users, user
contacts, or otherwise provide the Services, the Company will provide information
to members of the Customer’s contact list, third-party services providers, users, or
other third-parties, such as, but not limited to, Customer’s location, Customer’s plan
to attend or not attend events, Customer’s preferences, and other information that
the Company might deem useful to share with third-parties to increase the
convenience of social interaction for the Customer, to provide the Services, to
increase the efficacy of the Services, or for any other reason.
- Customer hereby acknowledges that Company must use Customer information to
procure or recommend third-party products and services. Customer hereby grants
permission to Company to use any information given to it by Customer, including
personally identifiable information, for the purpose of procuring or recommending
third-party products and services to the Customer.
- Customer hereby acknowledges that that company will gather Customer data from
social media sites and other platforms to assist the Company in providing the
Services to Customer, recommend services to Customer, and Customer hereby
grants permission to the Company to gather, transmit and store this data.
- Payment. Customer hereby acknowledges that Customer is solely responsible for any
payments or charges assessed by third-parties for their products or services.
- Performance. Customer acknowledges that the third-party is solely responsible to
Customer for providing those third-party products or services.
- Recommendations. The Customer acknowledges that the Customer is solely
responsible for the repercussions of engaging in activities or going to and from
locations recommended or procured by the Company. By choosing to participate in or
attend any event or activity recommended or procured by the Mobile Application,
Customer thereby assumes all risk associated with such participation, the location
thereof, and/or transportation to and from that location. Customer acknowledges that
Customer has the last clear chance to avoid all harm and therefore holds Company
harmless for any harm caused by Customer’s decision to use the products or services of
a third-party recommended or procured by Company. Customer further
acknowledges, agrees, and admits that any harm resulting from the action, non-action,
location, product, service, or lack thereof by a third-party is an intervening cause cutting
off any and all liability of the Company resulting from the action, non-action, location,
product, service, or lack thereof of a third-party.
- Customer Warranty and Company Disclaimer. By accepting this Agreement, Customer
warrants that Customer is not barred from receiving the Services under the laws of the
United States or any other applicable jurisdictions, including the country in which
Customer resides or from where Customer uses the Services. CUSTOMER IS WARNED TO
NEVER OPERATE EXPATBUDDY OR ANY OTHER MOBILE APPLICATION WHILE
OPERATING A MOVING VEHICLE. CUSTOMER EXPRESSLY UNDERSTANDS AND
AGREES THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS. COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY
DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY
THAT (1) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (2) CUSTOMER’S USE
OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (3) ANY
INFORMATION OBTAINED BY CUSTOMER AS A RESULT OF THE SERVICES WILL BE
ACCURATE OR RELIABLE; AND (4) ANY DEFECTS OR ERRORS IN THE SOFTWARE
PROVIDED TO CUSTOMER AS PART OF THE SERVICES WILL BE CORRECTED. COMPANY
DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS,
CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY
INTRUSION, AND COMPANY DISCLAIMS ANY LIABILITY RELATING THERETO. ANY
MATERIAL OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT
CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S DEVICE(S), COMPUTER(S), OR LOSS
OF DATA THAT RESULTS FROM ANY SUCH MATERIAL(S). CUSTOMER FURTHER
ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE
WHILE DRIVING OR OPERATING ANY MOTOR VEHICLE(S) AND/OR IN OTHER
SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS
OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE
SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
- Limitation of Liability. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT
COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR INABILITY TO
USE THE SERVICES (2) ANY CHANGES MADE TO THE SERVICES OR ANY TEMPORARY
OR PERMANENT CESSATION OF THE SERVICES OR ANY PART THEREOF; (3) THE
UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR
DATA; (4) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND
OR RECEIVE CUSTOMER’S TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICES;
(5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES; AND (6) ANY
OTHER MATTER RELATING TO THE SERVICES. WITHOUT LIMITATION TO THE
FOREGOING, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY FAILURE OF THE
SYNCHRONIZATION FUNCTIONALITY OF THE SOFTWARE, INCLUDING, WITHOUT
LIMITATION, LOSS, OR DAMAGE TO ANY CUSTOMER DEVICE, OBJECT, OR PRODUCT,
OR TO THE CUSTOMER, AND CUSTOMER WILL NOT RELY ON THE SOFTWARE OR ITS
SYNCHRONIZATION FUNCTIONALITY. EXCEPT FOR ANY ACTS OF FRAUD, GROSS
NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT WILL COMPANY’S TOTAL
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE
AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COMPANY, IF
ANY, UNDER THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
10. General Contract Terms
- Customer Prohibitions. Customer agrees to not interfere with or disrupt the Services
(including accessing the Services through any automated means, like scripts or web
crawlers), or any servers or networks connected to the Services, or any policies,
requirements or regulations of networks connected to the Services (including any
unauthorized access to, use, or monitoring of data or traffic thereon); plan or engage in any
illegal activity; and/or gather and store personal information of any third-parties to be used
in connection with any of the foregoing prohibited activities.
- Customer Indemnity and Waiver. Customer agrees to defend, indemnify, and hold
Company, its affiliates, subsidiaries, directors, officers, employees, agents, partners,
contractors, and licensors harmless from any claim or demand, including reasonable
attorneys’ fees, made by any third-party, relating to or arising from: (1) any Content
Customer submits, transmits, or otherwise makes available through the Services; (2)
Customer’s use of the Services; (3) any violation by Customer of this Agreement; (4) any
action taken by Company as part of an investigation of a suspected violation of this
Agreement or as a result of its finding or decision that a violation of this Agreement has
occurred; or (5) Customer’s violation of any rights of another entity. Customer understands
and accepts that Customer cannot sue Company, its affiliates, subsidiaries, directors,
officers, employees, agents, partners, contractors, and licensors as a result of its decision to
remove or refuse to process any information or Content, to warn Customer, to suspend or
terminate Customer’s access to the Services, or to take any other action during the
investigation of a suspected violation or as a result of Company’s conclusion that a violation
of this Agreement has occurred. This waiver and indemnity provision applies to all
violations described in or contemplated by this Agreement. This obligation shall survive the
termination or expiration of this Agreement and/or Customer’s use of the Services.
Customer acknowledges that Customer is responsible for all use of the Services using
Customer’s Account, and that this Agreement applies to any and all usage of Customer’s
Account. Customer agrees to comply with this Agreement and to defend, indemnify and
hold harmless Company from and against any and all claims and demands arising from
usage of Customer’s Account.
- Company Access to Account. Company reserves the right to take steps Company believes,
in its sole discretion, are reasonably necessary or appropriate to enforce and/or verify
compliance with any part of this Agreement. Customer acknowledges and agrees that
Company may, without liability to Customer, access, use, preserve and/or disclose
Customer’s Account information and Content to law enforcement authorities, government
officials, and/or a third-party, as Company believes is reasonably necessary or appropriate,
if legally required to do so, or if Company has a good faith belief that such access, use,
disclosure, or preservation is reasonably necessary to: (1) comply with legal process or
request; (2) enforce this Agreement, including investigation of any potential violation
thereof; (3) detect, prevent, or otherwise address security, fraud, or technical issues; or (4)
protect the rights, property, or safety of Company, its users, a third-party, or the public as
required or permitted by law.
- Software Updates and Notices. Company reserves the right, in its sole discretion, to make
unscheduled deployments of updates or enhancements to the Software, Mobile
Application, and/or Services. In order to continue Customer’s use of the Services, such
updates may be automatically downloaded and installed onto Customer’s device(s) or
computer(s). These updates may include bug fixes, feature enhancements or
improvements, and/or entirely new versions of the Software. Customer acknowledges and
understands that during such deployments, certain functionality of the Software may be
unavailable and outages may occur. Company may provide Customer with notices
regarding the Services, including changes to this Agreement, by email to any known
Customer email address (and/or other alternate email address associated with Customer’s
Account if provided), by regular mail, or by postings on Company’s website and/or the
This Agreement constitutes the entire agreement of the Parties regarding the subject matter
hereof, and supersedes all other agreements between them, whether oral or written, regarding
the subject matter hereof. This Agreement will be governed by and construed in accordance
with the laws of the State of Texas applicable to agreements made and to be entirely performed
within the State of Texas, without resort to its conflict of law provisions. The Parties agree that any
action at law or in equity arising out of or relating to this Agreement will be filed only in the state
hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such
courts over any suit, action or proceeding arising out of this Agreement. Neither this Agreement
nor any right or duty under this Agreement may be transferred, assigned or delegated by
Customer, by operation of law or otherwise, without the prior written consent of Company, and
any attempted transfer, assignment or delegation without such consent will be void and without
effect. Company may freely transfer, assign or delegate this Agreement or its rights and duties
under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will
inure to the benefit of the Parties and their respective representatives, heirs, administrators,
successors and permitted assigns. If any provision of this Agreement is invalid, illegal, or
incapable of being enforced by any rule of law or public policy, all other provisions of this
Agreement will nonetheless remain in full force and effect to the maximum extent allowed by law.
Nothing in this Agreement shall be construed as to convey to Customer any interest, title, or
license in any intellectual property owned by Company, or other resource(s) used by Customer in
connection with the Services. Throughout this Agreement, the masculine, feminine, or neuter
genders shall be deemed to include the masculine, feminine, and neuter and the singular, the
plural, and vice versa. The section headings of this Agreement are for convenience of reference
only and do not form a part hereof and do not in any way modify, interpret, or construe the
intentions of the parties.
Customer acknowledges that the Company is giving the Customer a tool that assists the
Customer with the logistics of the Customer contacting and building relationships with third-parties. When using this tool to interact with any third-party in the name of Customer, Customer is
executing this action individually and independently and the Company does not assume, create,
or incur any liability of any kind, express or implied, against or in the name of the Customer, nor
otherwise act as the representative of the Customer. Customer hereby waives any claim that
Company acted as an agent of Customer in establishing contact or interactions with third-parties.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of
liability for consequential or incidental damages, so the limitations above may not apply to you.
13. Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of Texas in
the United States of America, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of
those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the
remaining provisions of these Terms will remain in effect. These Terms constitute the entire
agreement between us regarding our Services and supersedes and replaces any prior
agreements we might have had between us regarding the Services.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a
revision is material, we will provide notice of any new terms taking effect. What constitutes a
material change will be determined at our sole discretion.
By continuing to access or use our Services after any revisions become effective, you agree to be
bound by the revised terms. If you do not agree to the new terms, you are no longer authorized
to use the Services.
15. Contact Us
If you have any questions about these Terms, please contact us by email to