Version Date: September 16th, 2019
Company makes no representation that the Website Services are appropriate or available in other locations other than where it is operated by Company. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to use the Website Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Website. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to you using the Website. Persons under the age of 13 are not permitted to register for the Website or use the Website Services.
YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE WEBSITE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE WEBSITE SERVICE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE WEBSITE SERVICES OR THE WEBSITE.
WEBSITE SERVICES USE AND LICENSE
The Website Services provide tools for designing, building and operating custom database applications (the “Database Applications”). While we provide training and instruction materials and technical support, you are solely responsible for the design, features and function of your Database Applications and for the Application Content (defined below) residing in your Database Applications. You may use the Website Services for your personal and internal business needs, but may only develop Database Applications for third parties, if you have purchased a plan that includes a development license.
Subject to other license terms specific for particular applications, Company grants you a personal, non-exclusive, non-transferable, limited license to use the tools and functionality as provided to you by Company as a part of the Website Service and in accordance with this Agreement; provided that you do not (and do not permit anyone else to) copy, modify, rent, loan, distribute, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the software, and you shall not exploit the Website Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. THE USE OF THE OUR TOOLS AND FUNCTIONALITY OR ANY PART OF THE WEBSITE SERVICE, EXCEPT FOR USE OF THE WEBSITE SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF COMPANY AND OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
As part of the Website Services, we may from time to time add updates to the software. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the software. You agree that Company may automatically update the software as part of the Website Services.
Open source software is important to us. Some software used in the Website Services may be offered under an open source license. There may be provisions in an open source license that expressly overrides some of these terms.
Although we perform regular routine backups of data, you are primarily responsible for all Application Content that you have transferred or that relates to any activity you have undertaken using the Website Services. You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data. You are solely responsible for downloading all Application Content prior to termination of your subscription to the Website Service, and Company may delete all such Application Content at any time following such termination.
Regarding Your Registration
By using the Website Services, you represent and warrant that:
- a. all registration information you submit is truthful and accurate;
- b. you will maintain the accuracy of such information;
- c. you will keep your password confidential and will be responsible for all use of your password and account;
- d. you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Website Services; and
- e. your use of the Website Services does not violate any applicable law or regulation.
You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).
You may not share your login and password with anyone else. However, you may purchase a plan that allows you to grant access to your account to a designated number of developers. You must notify Company immediately of any breach of security or unauthorized use of your account.
You are responsible to Company for the violation of this Agreement by any employee or agent of yours, any other person to whom you have given access to the Website Services, and any person who gains access to your account as a result of your failure to use reasonable security precautions, to the same extent as if you had committed the violation yourself, even if such violation was not authorized by you. You are responsible to Company for any fees arising from the use of the Website Services by any of these persons, even if that use was not authorized by you.Regarding Application Content
When developing and operating Database Applications, you will submit, post, display, transmit, perform, publish, distribute, broadcast as well as obtain from users of your Database Applications content and materials which may include, without limitation, data, text, writings, video, audio, photographs, and personally identifiable information or other material (collectively "Application Content"). You represent and warrant that:
- a. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of Application Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
- b. you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Company and the users to use Application Content as necessary to exercise the licenses granted by you under this Agreement;
- c. you have the written consent, release, and/or permission of each and every identifiable individual person in the Application Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Application Content in the manner contemplated by this Website;
- d. Application Content is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Company), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
- e. Application Content does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors;
- f. Application Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap; and
- g. Application Content does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.
APPLICATION CONTENT LICENSE
You hereby grant, and you represent and warrant that you have the right to grant, to Company an unrestricted, unconditional, unlimited, irrevocable, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Application Content (including, without limitation, your image and voice) for any purpose related to the operation of the Website Services, and to grant and authorize sublicenses of the foregoing to Company service providers. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. Company does not assert any ownership over your Application Content; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Application Content and any intellectual property rights or other proprietary rights associated with your Application Content.
Company reserves the right to take steps Company believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You acknowledge and agree that Company may, without liability to you, access, use, preserve and/or disclose your account information and Application 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 we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Company, its users, a third party, or the public as required or permitted by law. Company has the right, in our sole and absolute discretion, to pre-screen or delete any Application Content that is determined to be inappropriate or otherwise in violation of this Agreement.
Company bills you through an online billing account for purchases of subscriptions to the Website Services. You agree to pay Company all charges at the prices then in effect for services you or other persons using your billing account may purchase, and you authorize Company to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable service. Additionally, subscription levels are subject to usage limits (e.g., numbers of records). If your usage exceeds the usage limit for your subscription level for more than 10 days, then your subscription will be automatically upgraded to the subscription level that covers such expanded usage, and you hereby authorize Company to bill your payment method for the subscription fees applicable to such new subscription level.
Company may offer free trial subscriptions to the Website Services. A free trial subscription may or may not require providing a payment method. If you are required to provide a payment method, then your paid subscription will automatically begin upon termination of the trial period, unless you cancel prior to that time. If you are not required to provide a payment method, then when the trial period ends, your subscription to the Website Services will cease.
Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Company may change prices at any time. All payments shall be in U.S. dollars. Charges that are not disputed within 30 days of the date charged are conclusively deemed accurate.
Fees are exclusive of taxes and you will pay or reimburse Company for all taxes arising out of this Agreement, whether assessed at the time of your purchase or are thereafter determined to have been due. “Taxes” means any sales, use and other taxes (other than taxes on Company’s income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. You agree to promptly provide Company with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.
Your account will be considered delinquent if you or your payment method fails to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. Your account may be terminated, suspended, archived or purged from the Website if your account is delinquent for more than 5 days. Company may impose a charge to restore archived data from delinquent accounts. Company may choose to bill through an invoice. Full payment for invoices issued in any given month must be received by Company 30 days after the mailing date of the invoice, or the Website Service may be terminated. Unpaid invoices are subject to interest of 1% per month on any outstanding balance or the maximum permitted by law, plus all expenses of collection, including attorneys’ fees.
All sales are final and no refunds shall be issued.
To cancel the Website Services ordered on a subscription basis, you must follow the process we specify on our Website. If you cancel, the Website Services will end at the end of your current subscription term. If you fail to cancel as required, we will automatically renew the Website Services for the same term and will charge your payment method on file with us commencing on the first day of the renewal term.
If you are accessing the Website Services via a mobile application, then Company grants you a revocable, non-exclusive, non-transferable, limited right to install and use the application on wireless handsets owned and controlled by you, and to access and use the application on such devices strictly in accordance with the terms and conditions of this license. You shall use the application strictly in accordance with the terms of this license and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the application; (c) violate any applicable laws, rules or regulations in connection with your access or use of the application; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Company or its affiliates, partners, suppliers or the licensors of the application; (e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (g) use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (h) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (i) use any proprietary information or interfaces of Company or other intellectual property of Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application. You acknowledge that Company may from time to time issue upgraded versions of the application and may automatically electronically upgrade the version of the application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and your continued use of the application constitutes your agreement to the terms and conditions of this Agreement will apply to all such upgrades. There may be open source components in an application subject to certain open source license terms or specific provisions, which will be referenced within the application, and which will override these application license provisions.
Terms Applicable To Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access the Website Services. You acknowledge that this Agreement is concluded between you and Company only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Company, not an App Distributor, is solely responsible for the Company application and the content thereof. (1) SCOPE OF LICENSE: The license granted to you for the Company application is limited to a non-transferable license to use the Company application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. (2) MAINTENANCE AND SUPPORT: Company is solely responsible for providing any maintenance and support services with respect to the Company application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Company application. (3) WARRANTY: Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Company application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Company application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the Company application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Company’s sole responsibility. (4) PRODUCT CLAIMS: You acknowledge that Company, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Company application or your possession and/or use of the Company application, including, but not limited to: (i) product liability claims; (ii) any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (5) INTELLECTUAL PROPERTY RIGHTS: You acknowledge that, in the event of any third party claim that the Company application or your possession and use of the Company application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. (6) LEGAL COMPLIANCE: You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. (7) THIRD PARTY TERMS OF AGREEMENT: You must comply with applicable third party terms of agreement when using the Company application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Company application. (8) THIRD PARTY BENEFICIARY: Company and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Website Services ("Submissions") provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You may not access or use the Website Service for any other purpose other than that for which Company makes it available. The Website Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to:
- a. criminal or tortious activity;
- b. systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company;
- c. making any unauthorized use of the Website Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
- d. tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords;
- e. engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;
- f. interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website;
- g. attempting to impersonate another user or person or using the username of another user;
- h. selling or otherwise transferring your profile;
- i. using any information obtained from the Website in order to harass, abuse, or harm another person;
- j. using the Website Service as part of any effort to compete with Company or to provide services as a service bureau;
- k. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website;
- l. attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website;
- m. harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Website Services to you;
- n. deleting the copyright or other proprietary rights notice from any Website content;
- o. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Website, or using or launching any unauthorized script or other software; or
- p. using the Website in a manner inconsistent with any and all applicable laws and regulations.
The Website Service shall only be used for lawful purposes and you shall use the Website Service only in compliance with this Agreement and all other applicable U.S., state, local and international laws in your jurisdiction, including: (1) the CAN-SPAM Act; (2) Canada's Anti-Spam Legislation; (3) any policies and laws related to unsolicited emails, spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws; (4) laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services; (5) laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards; (6) laws that govern lotteries, sweepstakes, contests and promotions; and (7) laws that govern the collection of donations and charitable giving. You further agree to refrain from unethical, false or misleading advertising, promotions or sales efforts and practices in connection with your use of the Website Service. You may not use the Website Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.
The Website Service may not be used for the sending of unsolicited messages (sometimes called "spam"). You are responsible for ensuring that your use of the Website Service does not generate a number of spam or other complaints in excess of industry norms. We may terminate your access to or use of the Website Service if we determine that your level of spam or other complaints is higher than industry norms, as determined by us in our sole discretion. As a matter of privacy, we will not share with you information about those recipients who complain about your use of Website Service or file a spam report against you. You agree to import, access or otherwise use only contact lists in connection with the Website Service for which all listed parties have consented to receive correspondence from you (such as by opting into your mailing list link). We reserve the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email and/or other unauthorized email, messages or campaigns from entering, utilizing or remaining within our network. You agree that you shall not utilize the Website Service to send any message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose) (a "commercial electronic mail message" as defined in the CAN-SPAM Act or Canada's Anti-Spam Legislation) to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting.
INTELLECTUAL PROPERTY RIGHTS
The Website Services and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Website Services, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the U.S. and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
All content of the Website Services is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Company. Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks.
You hereby give Company the right to use your business' name, logos, trademarks, and service marks on Company’s customer lists which may be displayed on the Website and in other publications in whatever media form.
THIRD PARTY WEBSITES AND CONTENT
The Website contains (or you may be sent through the Website or the Website Service) links and integrations to other websites and services ("Third Party Services") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Services and Third Party Content are not monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Services accessed through the Website Service or any Third Party Content posted on, available through or installed from the Website Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Services or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Service or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website Service and/or access the Third Party Service or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website or service to which you navigate from the Website or relating to any applications you use or install from the Website Service. Any purchases you make through Third Party Service will be through other websites and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
Company reserves the right but does not have the obligation to:
- a. monitor the Website Service for violations of this Agreement;
- b. take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
- c. in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Company policy;
- d. in Company’s sole discretion and without limitation, notice or liability to remove from the Website Service or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems;
- e. otherwise manage the Website Service in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
If you believe that content available on or through our Website infringes one or more of your copyrights, please immediately notify our Copyright Agent by mail, email or faxed notice (“Notification”) providing the information described below, which Notification is pursuant to DMCA 17 U.S.C. § 512(c)(3). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that content located on or linked to by our Website infringes your copyright, you should consider first contacting an attorney. Our Website has a policy of terminating repeat infringers in appropriate circumstances.All Notifications should include the following:
- a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
- c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
- d. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- e. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- f. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notifications should be sent to our Copyright Agent as follows:Copyright Agent
Tadabase, Inc. (“Company”)
4601 Wilshire Blvd., Suite 240
Los Angeles, CA 90010
We also will advise the alleged infringer of the DMCA statutory Counter Notification procedure described below by which the alleged infringer may respond to your claim and request that we restore this material.Counter Notification
If you believe your own copyrighted material has been removed from our Website and/or our service as a result of mistake or misidentification, you may submit a written counter notification (“Counter Notification”) to our Designated Copyright Agent pursuant to DMCA 17 U.S.C. § 512(g)(2) and (3). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:
- a. Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
- b. A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which our Company is located.
- c. A statement that you will accept service of process from the party that filed the Notification or the party's agent.
- d. Your name, address and telephone number.
- e. A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- f. Your physical or electronic signature.
You may submit your Counter Notification to our Copyright Agent by fax, mail, or email as set forth above.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless our Copyright Agent first receives notice from the party filing the original Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.
DATA PROTECTION LAWS
Unless otherwise specified in writing by Company, Company does not intend uses of the Website Services to create obligations under the U.S. Health Insurance Portability and Accountability Act (“HIPAA”) and its related rules and regulations, as amended, the European Union Directive 95/46/EC (the Data Protection Act or “DPA”), as amended by the European Union General Data Protection Regulation (“GDPR”), and their related rules and regulations, or any other similar local, national, regional or international data protection laws (collectively, “Data Protection Laws”) and makes no representations that the Website Services satisfy such requirements for user. Because Company may not be able to independently determine whether a user or Application Content may be subject to the Data Protection Laws, user must: (i) notify and obtain Company’s prior consent to use the Website Services where subject to such Data Protection Laws; and (2) enter into a written HIPAA Business Associate Agreement (“HIPAA BAA”) and/or regional data processing addendum, or other applicable written addendum with Company, as applicable. User will not use the Website Services for any purpose or in any manner involving data which is subject to such Data Protection Laws (including without limitation if user is or becomes a “covered entity” or “business associate” as defined under HIPAA) unless user has received such prior written consent to such use from Company and entered into a separate written addendum with Company with respect to such as required under this section. Failure to comply with this section may result in termination of user’s account and this Agreement in Company’s sole discretion.
TERM AND TERMINATION
This Agreement shall remain in full force and effect while you use the Website Service or are otherwise a user or subscriber of the Website Service, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE WEBSITE SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE WEBSITE SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.
In order to protect the integrity of the Website and Website Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website and Website Services.
Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CONTACT A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.
If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
If you become aware that any Database Application or Application Content violates this Agreement, you will immediately suspend the Database Application and/or remove the relevant Application Content. If you fail to suspend or remove as noted in the prior sentence, Company may specifically request that you do so. If you fail to comply with our request to do so, then Company may disable the Database Application, and/or disable your account (as may be applicable) until such violation is corrected except to the extent prohibited by applicable law. Despite the foregoing, if there is an emergency security issue, then Company may automatically suspend the offending Database Application and/or account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the emergency security issue. MODIFICATIONS
Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Website Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.
Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Website Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website Services.
If there is a dispute between users of the Website, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Website Services.
All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Website or the Website Services shall be governed and construed by the law of California, excluding such state’s conflicts of law rules. Any legal action of whatever nature by or against Company arising out of or related in any respect to this Website and the Website Services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Los Angeles County, State of California; subject, however, to the right of Company, at the Company's sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Website Service (including your visit to or use of the Website and/or the Website Service) be instituted more than one (1) year after the cause of action arose. You will be liable for any attorneys' fees and costs if we have to take any legal action to enforce this Agreement.
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND WEBSITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE WEBSITE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE RELIABILITY, ACCURACY OR COMPLETENESS OF THE WEBSITE SERVICE, CONTENT, OR OF ANY SERVICES LINKED TO THE WEBSITE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF THE WEBSITE SERVICE, CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR WEBSITE SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN THE WEBSITE SERVICES, ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE WEBSITE SERVICES, ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE SERVICE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE WEBSITE SERVICE IS NOT INTENDED FOR HIGH RISK ACTIVITIES.
YOU MAY USE YOUR OWN DOMAINS IN CONJUNCTION WITH THE WEBSITE SERVICES. YOU HEREBY RELEASE COMPANY OF ANY LIABILITY ASSOCIATED WITH USING YOUR OWN DOMAIN AND REDIRECTING THAT DOMAIN TO OUR URL OR IP ADDRESS. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY TECHNICAL ISSUES, PURCHASE OF SSL CERTIFICATE, RENEWAL OF SSL CERTIFICATE, DOMAIN REGISTRY, ADMINISTRATIVE ERRORS CAUSED BY YOUR EMPLOYEES, AND/OR ANY OTHER ACTS OR OMISSIONS NOT MENTIONED HEREIN. YOU HEREBY AGREE THAT YOU ARE TAKING FULL RESPONSIBILITY FOR NOT ONLY THE MANAGEMENT OF YOUR URL, BUT THE MANAGEMENT OF THE URL RE-DIRECTION TO COMPANY SERVERS. ALL PROCEDURES FOR DIRECTING THE WEBSITE SERVICES TO YOUR DESIGNATED DOMAIN ARE SOLELY YOUR RESPONSIBILITY, INCLUDING PROPER DOMAIN NAME SYSTEM (DNS) SETUP AND MAINTENANCE.
LIMITATIONS OF LIABILITY
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR WEBSITE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE WEBSITE SERVICES DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your Database Applications, Application Content, use of the Website Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.
Your use of the Website Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE WEBSITE SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
If you are a U.S. government entity, you acknowledge that any software and documentation are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
This Agreement constitutes the entire agreement between you and Company regarding the use of the Website Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
In order to resolve a complaint regarding the Website Services or to receive further information regarding use of the Website Services, please contact Company as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.
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