Terms of Service
Terms of Service
Last Modified: 12-07-2022
Welcome to the website and online services (collectively, our “Service”) of AppBugs, Inc. d/b/a VeriClouds (“we”, “our” or “us”). This page explains the terms and conditions by which you may use our Service. When you access or use our Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms of Service (these “Terms”). We reserve the right to modify these Terms and will provide notice of these changes as described below. These Terms apply to all visitors, users, and others who access our Service (“Users”).
Please note that if you are an individual and you access or use our Service on behalf of a company or other entity, such as your employer (together with its affiliates, an “Organization”), then: (a) these Terms are an agreement between us and you and us and that Organization; (b) you represent and warrant that you have the authority to bind that Organization to these Terms (and if you do not have that authority, you may not access or use our Service); (c) your acceptance of these Terms will bind such Organization to these Terms; (d) your individual right to access and use our Service may be suspended or terminated (and ownership and administration of your Service Account may be transferred) if you cease to be associated with, or cease to use an email address associated with or provisioned by, that Organization; (e) we may disclose information regarding you and your use of our Service with such Organization; and (f) the terms “you” and “your”, as used in these Terms, refer to both you and such Organization. If you sign up for our Service using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of our Service (or reimburses you for payment of such fees), or otherwise, then, we may deem you to be accessing and using our Service on behalf of that Organization in our sole discretion.
- How We Administer our Service.
You may use our Service only if you can form a legally binding contract with us (and on behalf of your Organization, as applicable), and only in compliance with these Terms and all applicable local, state, national and international laws, rules and regulations. To use our Service, you must be at least eighteen (18) years of age. You represent and warrant that you meet the applicable age requirements and are competent to agree to these Terms. Our Service is not available to any Users we previously removed from our Service.
1.2 Service Accounts.
Your account on our Service (your “Service Account”) gives you access to our Service that we may establish and maintain from time to time. We may maintain different types of Service Accounts for different types of users. You acknowledge that you do not own your Service Account.
You may not use another User’s Service Account without such User’s permission. You are solely responsible for the activity that occurs on your Service Account, and you must keep your Service Account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Service Account. Any individual with administrator-level access to your Service Account can modify your Service Account settings, access and billing information. We will not be liable for any losses caused by any unauthorized use of your Service Account, or for any changes to your Service Account, including your ability to access your Service Account or Your Content (defined below), made by any individual with administrator-level access to your Service Account.
By providing us with your email address, you consent to our using the email address to send you Service-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 marketing or advertising messages, such as changes to features of our Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting our Privacy team at firstname.lastname@example.org or by clicking the unsubscribe link within each marketing or advertising message. Opting out will not prevent you from receiving Service-related notices.
1.3 Changes, Suspension, and Termination.
You may cancel your Service Account at any time. We may change our Service, stop providing our Service or features of our Service to you or to our users generally, or create usage limits for our Service. We may permanently or temporarily terminate or suspend your access to our Service without notice and liability, without cause or for any reason, including if in our sole determination you violate any provision of these Terms. Upon termination, you continue to be bound by these Terms.
- What Is Included in Your Service Subscription, and What are the Restrictions.
2.1 Access to our Service.
Subject to your compliance with these Terms and during the applicable Subscription Term, you may access and use our Service for your own business purposes or personal use, as applicable, except as may be limited by your Organization as described above, all in accordance with these Terms and associated documentation we provide you.
If selected by you or the Organization, the Services may include monitoring the internet for your organization’s credentials (e.g., usernames or email addresses and passwords) that have been leaked on the internet. Accordingly, if you or the Organization select these Services, you authorize us to monitor the internet for, and in our discretion acquire, these credentials on your behalf.
2.2 Restrictions and Acceptable Use.
Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:
(a) disassemble, reverse engineer, decode or decompile any part of our Service;
(b) use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record our Service;
(c) copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter or create derivative works of any part of our Service or any of our Intellectual Property (defined below);
(d) use our Service in any manner that impacts (i) the stability of our servers, (ii) the operation or performance of our Service or any User’s use of our Service, or (iii) the behavior of other applications using our Service;
(e) use our Service in any manner or for any purpose that (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our Users, or any other third party;
(f) use or display our Service in competition with us, to develop competing products or services, for benchmarking or competitive analysis of our Service, or otherwise to our detriment or disadvantage;
(g) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running our Service;
(h) transmit viruses, worms or other software agents through our Service;
(i) impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use our Service for any invasive or fraudulent purpose;
(j) use our Service with respect to any domain name that is not owned or controlled by you or your Organization;
(k) share passwords or authentication credentials for our Service, or otherwise circumvent the measures we may use to prevent or restrict access to our Service or enforce limitations on use of our Service; or
(l) identify or refer to us or our Service in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent.
- Terms Applying to Your Content.
As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through our Service (“Your Content”). For an Organizational account, we may assume, in our sole discretion, that all of Your Content belongs to that Organization.
WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR CONTENT. You further grant, and you represent and warrant that you have all rights necessary to grant, to us an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute and display Your Content: (a) to maintain and provide our Service; (b) solely in de-identified form, to improve our products and services and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends (and we will own such de-identified data); and (c) to perform such other actions as authorized by you in connection with your use of our Service.
In connection with Your Content, you affirm, represent and warrant the following:
- You have the written consent sufficient under applicable law of each and every identifiable natural person in Your Content, if any, to use such person’s personal data (including, without limitation, name or likeness) in the manner contemplated by our Service and these Terms, and each such person has released you from any liability that may arise in relation to such use;
- You have obtained and are solely responsible for obtaining all consents as may be required by law to purchase and use our Service;
- Your Content and our use thereof as contemplated by these Terms and our Service will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights;
- Your Content does not include any information or material that a governmental body deems to be sensitive or classified information, and by providing Your Content to or through our Service, you are not violating the confidentiality rights of any third party; and
- We may exercise the rights to Your Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY OF YOUR CONTENT THAT YOU OR ANY OTHER USER OR THIRD-PARTY POSTS, SENDS, OR OTHERWISE MAKES AVAILABLE OVER OUR SERVICE. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING, PUBLISHING IT, SHARING IT, OR OTHERWISE MAKING IT AVAILABLE ON OUR SERVICE, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR YOUR ONLINE DISTRIBUTION AND PUBLICATION OF YOUR CONTENT. YOU UNDERSTAND AND AGREE THAT ON OUR SERVICE YOU MAY BE EXPOSED TO CONTENT THAT IS INACCURATE, OBJECTIONABLE, INAPPROPRIATE FOR CHILDREN, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY CONTENT ACCESSED ON OR THROUGH OUR SERVICE.
- Our Intellectual Property.
You acknowledge and agree that our Service, and all materials and content displayed or made available on our Service, other than Your Content, and all software, algorithms, code, technology and intellectual property underlying and included in or with our Service, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property”), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property.
You may choose to, or we may invite you to submit, comments, feedback or ideas about our Service, including without limitation about how to improve our Service or our products (“Feedback”). By submitting any Feedback, you agree that we will own such Feedback, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
- Our Privacy and Data Security Policies.
If your use of our Service requires us to process any personal data or personal information, as these terms are defined in and in accordance with applicable privacy laws or regulations, we will do so at all times in accordance with our Data Processing Addendum (our “DPA”), which you may request by emailing email@example.com. Once executed by you, the DPA will be incorporated into these Terms by reference.
We have implemented commercially reasonable technical and organizational measures designed to secure your data and information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your data for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide your data at your own risk.
- Payments, Billing and Subscription Plans.
6.1 How We Bill for Our Service.
Certain aspects of our Service may be provided for free, while certain other aspects of our Service or products available on our website may be provided for a fee or other charge. If you elect to use paid aspects of our Service or make a purchase on our website, you agree to our payment terms set forth herein and on our website at https://www.vericlouds.com as we may update them from time to time. We may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in our sole discretion.
6.2 Payment Information; Payment Method; Taxes.
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with our Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method (“Payment Method”) used in connection with a purchase or transaction or other monetary transaction interaction with our Service at the prices in effect when such charges are incurred. You must provide us with a current, valid, accepted Payment Method. When you initiate a purchase transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and to charge your Payment Method, in United States dollars, for the type of transaction you have selected (plus any applicable taxes and other charges) and any applicable recurring charges as described below. We currently use Stripe, Inc. (“Stripe”) as our third party service provider for payment services, and by using our Service you agree to be bound by Stripe’s Payments Terms of Service, available at https://stripe.com/legal/payment-terms. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to us. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
6.3 Subscription Plans.
We may offer plans that you can sign up for that allow you to use certain aspects of our Service (a “Subscription Plan”). We may change Subscription Plans by offering new services for additional fees and charges and adding or amending fees and charges for existing Subscription Plans in our sole discretion. Any change to a Subscription Plan’s pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in these Terms. Subscription Plans may set allotments for use of designated Service aspects. Use of Service aspects in excess of a Subscription Plan’s designated allotment may result in (additional) fees, as specified in the plan, and such fees will be included in a true-up invoice or charged automatically via your Payment Method. For any paid Subscription Plan, you agree to make payments, and we may automatically charge your Payment Method, as described below, for so long as your User Account remains active. Subscription Plans may be offered for a set subscription period (each such period, a “Subscription Term”). Your subscription continues until cancelled by you or we terminate your access to or use of our Service in accordance with these Terms. All Subscription Plans will automatically renew until cancelled by you for renewal terms equal in length to the original Subscription Term. If you do not want a Subscription Plan to renew, you must cancel it at least thirty (30) days before the end of the Subscription Term by providing written notice to us of such cancellation (including by email to firstname.lastname@example.org or via your account settings page on your User Account). If you purchase a Subscription Plan, we (or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your subscription, using the payment information you have provided, until you cancel your subscription. By agreeing to these Terms and electing to purchase a Subscription Plan, you acknowledge that your Subscription Plan has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or us.
You may cancel your User Account at any time; however, there are no refunds for cancellation. In the event that we suspend or terminate your User Account or these Terms, you understand and agree that you shall receive no refund or exchange for any virtual property, any unused time on a subscription, any license or subscription fees for any portion of our Service, any content or data associated with your User Account, or for anything else. If you cancel or terminate your Subscription Plan, your right to use our Service will continue until the end of your then-current Subscription Term and then terminate without further charges.
- Your Use of Third-Party Services.
You agree to defend, indemnify and hold us and our affiliates, agents, suppliers or licensors (and our and their employees, contractors, agents, officers and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your access to or use of our Service; (b) your violation of any aspect of these Terms, including without limitation your breach of any of your representations and warranties; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; (e) Your Content, including without limitation any misleading, false, or inaccurate information in Your Content; (f) your willful misconduct; or (g) any third party’s access to or use of our Service with your username(s), password(s) or other security code(s).
- No Warranty; Disclaimers.
OUR SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF OUR SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
THE CONTENT PROVIDED THROUGH OR IN CONNECTION WITH OUR SERVICE IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED ON THIS SITE OR IN CONNECTION WITH OUR SERVICE WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF OR IN CONNECTION WITH OUR SERVICE.
- Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) 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, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICE; AND/OR (G) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- Confidential Information.
“Confidential Information” means the technology underlying our Service and all other information disclosed to you that we characterize as confidential at the time of its disclosure, or that reasonably ought to be understood by you as confidential, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information and only use the Confidential Information for your internal business purposes, in each case, at all times, both during the term hereof. You will not disclose Confidential Information except to employees and contractors who need to know it and have agreed in writing to keep it confidential; only you and those parties may use the Confidential Information, and only to exercise your rights and fulfill your obligations under these Terms, while using at least a reasonable degree of care to protect it. You shall notify us in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of these Terms, and you will cooperate with us in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (x) immediately notify us prior to such disclosure to allow us an opportunity to contest the disclosure, (y) assert the privileged and confidential nature of the Confidential Information, and (z) cooperate fully with us in protecting against any such disclosure and obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements. You acknowledge that we will be irreparably harmed if Confidential Information is distributed in breach of this Section, and that we would not have an adequate remedy at law in the event of such an actual or threatened breach by you. Therefore, you agree that we shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by you without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.
- Governing Law.
You agree that: (i) we will be deemed solely based in the State of Washington; and (ii) our Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Washington. These Terms will be governed by the internal substantive laws of Washington, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Seattle, Washington for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, including any provisional relief required to prevent irreparable harm. You agree that Seattle, Washington is the proper and exclusive forum for trial court proceedings.
- U.S. Government Restricted Rights.
If our Service is being used by the U.S. Government, our Service is commercial computer software and documentation developed exclusively at private expense, and (i) if acquired by or on behalf of a civilian agency, will be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (ii) if acquired by or on behalf of units of the Department of Defense (“DOD”) will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-3, DOD FAR Supplement and its successors.
- Export Controls.
You understand and acknowledge that our Service may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you, nor any person to which you make our Service available or that is acting on your behalf, or, if you are an Organization, any of your subsidiaries, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.
- Our Publicity Rights.
We may identify you as a User in our promotional materials. We will promptly stop doing so upon your request sent to email@example.com.
- General Provisions.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
16.2 Notification Procedures and Changes to these Terms.
We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of our Service effective as of the start of your access to or use of our Service, even if such access or use began before publication of these Terms. Your continued use of our Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to access) our Service.
16.3 Entire Agreement/Severability.
These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Service, will constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.
16.4 No Waiver.
No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.