Unicorn Platform
Heuge Apps LLC
LAST UPDATED: 20 January 2021
This website and application is owned and operated by Heuge Apps LLC. Shoptable is an affiliate entity of Heuge Apps LLC, a limited liability company registered in the State of New York in the United States of America. Heuge Apps LLC and its designated agent may be contacted at the mailing address, 175 E 96th St, Apt 6L, New York, NY, 10128, or by email at [email protected]. Heuge Apps LLC and its affiliate applications and Services provide a platform for users to track and oversee parcel information (such as individually reported tracking events, parcel location and timing information), and provide their customers with shipping updates regarding their parcels (the “Service”).
This Agreement and Terms ("Terms of Use", the "Terms”, “Terms of Service”) govern the use of this Application, and any other related Agreement or legal relationship with Heuge Apps LLC in a legally binding way. Please read these Terms carefully before using the Services offered by Heuge Apps LLC. Throughout the site, the terms “Company”, “We”, “Us”, and “Our” refer to Heuge Apps LLC. We offer this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all Terms, conditions, policies and notices stated here. SHOULD YOU OBJECT TO ANY OF THE TERMS OF USE OR ANY SUBSEQUENT MODIFICATIONS, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE SERVICE. BY USING ANY OF THE SERVICES IN ANY WAY, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.
By signing up and using our services, you, the user of the service, represent that: you are a representative of an organization (herein referred to as “User”, “You”, “Individual”, “Consumer,” and/or “Your”), you are duly authorized to enter into these Terms, and have actual authority to bind the entity and its affiliates to conditions which constitute a contractual agreement (the “Agreement”), and you and the entity you represent do hereby agree to these Terms, and the Privacy Policy which are incorporated into and governed by this agreement. Nothing in these Terms creates any relationship of employment, agency, or partnership between the involved parties.
The specifics of each aspect of our Services (including technical details, support and pricing information) are posted on our website, as we may amend them from time to time. We reserve the right, at any time: (1) to modify or update any of the Terms of Use, said modification or update being effective upon its posting on the Site; (2) to suspend or interrupt the access to or the operation of the Service, or any portion of it, as necessary to perform maintenance and/or for any other purpose; and/or (3) to modify or change the Service, or any portion of it. The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service. Your continued use of the Service shall be considered your acceptance to the revised Terms of Use. These Terms also incorporate the company’s Privacy Policy and all other Terms or policies that may be published on its site. Further, some services may be subject to additional Terms and conditions specified by the Company. Your use and continued use of such services is subject to those additional Terms and Conditions, which are incorporated into these Terms of Use by this reference.
The Company shall use commercially reasonable efforts to provide technical support for Services. We are not responsible for providing technical support for any applications, products, or services provided to you by third parties. The Service and Application merely serve as a technical infrastructure or platform. The Company therefore is not directly involved in any interactions between Users.
If you have any questions about any Terms or details of any of our Services, please reach out to us at the contact information above. Hyperlinks to third-parties are provided only as a courtesy.
The following Terms shall have the following meanings:
All article and section titles herein are provided for general information and reference only. Thus, the subject matter in each section herein will not be construed by reference to the title nor will the scope of section be limited in any manner based on the title of that section. Section headings are provided for convenience only and have no substantive effect on construction. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future.
Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. Neither party will represent to the contrary, either expressly, implicitly or otherwise.
All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York in the United States of America without regard to its rules of conflict of laws.
While Users' right to take legal action shall always remain unaffected, in the event of any controversy regarding the use of this Service, Users are kindly asked to contact the Company to resolve disputes amicably. The User may submit the complaint including a brief description and if applicable, the details of the related order, purchase, or account, to the Company email address specified in this document. The Company will process the complaint without undue delay and within 28 days of receiving it.
The European Commission has established an online platform for alternative dispute resolutions that facilitates an out-of-court method for solving any dispute related to and stemming from online sale and service contracts. As a result, any European User can use the platform for resolving any dispute stemming from contracts which have been entered into online. The platform is available at the following link.
You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service. In no event shall the Company or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence).
The Company exclusively owns all right, title and interest in and to the Service and associated Documentation. Except for the express access right granted here, the Company reserves all rights, title and interests in and to the Company’s Service, Documentation and the Company’s confidential information and content.
All materials displayed or otherwise accessible on or through the Services, including source code ("Our Content"), and the selection and arrangement of Our Content, are protected by copyright, pursuant to copyright laws, international conventions and other copyright laws. We either own the intellectual property rights, including copyright, or have acquired the necessary rights or licences, in Our Content. Portions of Our Content may have been licensed to us or published on our website, or as part of our Services, by third parties. Any reproduction, modification, publication, transmission, transfer, sale, distribution, display or exploitation of the Services or Our Content, whether in whole or in part, without our express written permission, is strictly prohibited.
Subject to the agreement and the compliance by User with these Terms, User has the right to access and use the portion of the Service provided by the Company for free during the trial period, as detailed on the Site, or during the time they have an account in good standing under a valid paid subscription.
An Internet connection is required for proper transmission of the Service. User is responsible for procuring and maintaining the network connections that connect the network to the Service, including, but not limited to, "browser" software that supports protocols used by the Company, including Secure Socket Layer (SSL) protocol or other protocols accepted by the Company.
The Company is not responsible for any modification or compromise of data, including your Personal Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by the Company. The Company assumes no responsibility for the reliability or performance of any connections described in this section.
Subject to your compliance with the Terms and conditions of this Agreement, we hereby grant to you a limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use the Services for the purpose of operating your business. This right terminates upon termination of this Agreement or any other agreements previously provided to you by us, as may be applicable. Any and all rights not expressly granted to you are reserved by us, and this Agreement does not confer to you a proprietary interest in any Services.
You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service to process data on behalf of any third party; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely imply any association or partnership with the Company; (e) use the Service in any unlawful manner, including but not limited to violation of any person's privacy rights; (f) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights and any privacy rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Software, the Site or the Service; (j) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); (l) try to use, or use the Service in violation of these Terms; (m) obtain or attempt to obtain any materials, documents or information, including namely but not exclusively personal identification, password and other information of any other User through any means not purposely made available through the Service; (n) probe, scan, or test the vulnerability of any system or network of the Company or breach any security or authentication measures, avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Company to protect the Service, Site or Software; and/or (o) misrepresent yourself, your age or impersonate any other individual or entity.
The Company reserves the right, in the Company discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance; (b) during any unavailability of the Service caused by Force Majeure events or circumstances; (c) if the Company suspects or detects any malicious software or file connected to Your Account or use of the Service by You; (d) for any other reason which the Company deems reasonable. The Company will use commercially reasonable efforts to schedule planned downtime for weekends (Eastern time zone) and other off-peak hours. The Company will use commercially reasonable efforts to communicate in advance the planned downtime periods to Users.
Additional Terms and conditions may apply to purchases of services and/or to specific portions or features of the Site or the Service including the Company’s Services, contests, promotions or other similar features, all of which Terms are made a part of these Terms of Use by this reference. You agree to review and abide by such other Terms and conditions. If there is a conflict between these Terms of Use and the Terms posted for or applicable to a specific portion of the Site or the Service offered on or through the Site, the latter Terms shall control with respect to your use of that portion of the Site or the specific portion of the Service.
The Service is not available to individuals who are younger than 18 years old. You may not use the Site if you are not of a legal age in your jurisdiction to form a binding contract and otherwise capable of entering into these Terms. The Company does not knowingly collect personally identifiable information from users under the age of 18. Such users are expressly prohibited from submitting their personally identifiable information to the Company; any information submitted by such users will not knowingly be used, posted, or retained by the Company.
Users may not use such content in any way that is not necessary or implicit in the proper use of the Service.
Access to and use of portion of the Service may be restricted to a specified number of individuals permitted under the applicable Subscription Plan. User agrees and acknowledges that each entity will be identified by a unique username and password ("Login") and that an individual Login may only be used by one (1) entity (eg. one company, one shop). Unless otherwise specified, each User must register only one account on behalf of one entity.
To use the Service Users must register or create a User account, providing all required data or information in a complete and truthful manner. Failure to do so will cause unavailability of the Service. Users are responsible for maintaining the confidentiality of all Login information related to the Account. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by this Application.
User is responsible for compliance with the provisions of these Terms and for any and all activities that occur under the Account, as well as for your data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit your data is compliant with all applicable laws and regulations including namely but not exclusively all applicable privacy laws and regulations. You are solely responsible for ensuring that the use of the Service and the transmission, collection and use of your data does not infringe any third party's intellectual property and privacy rights. User also maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for its purposes. Agreement does not and will not violate or conflict with any provision of User’s governing corporate instruments or of any commitment, agreement or understanding that such party has or will have to or with any person or entity.
By registering, Users agree to be fully responsible for all activities that occur under their username and password. Users are required to immediately and unambiguously inform the Company via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.
User will (a) be responsible for its compliance with this Agreement and use of the Service; (b) be solely responsible for the accuracy, quality, integrity and legality of the User Materials (as defined); (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service and associated documentation (the “Documentation”) and notify the Company promptly of any such unauthorized access or use; and (d) use the Service only in accordance with the Agreement, the Documentation and applicable laws and regulations. Without limitation of the foregoing, User represents, warrants and covenants that: it has (and will have) the right to provide any information about an identified or identifiable natural person, household of device to the Company and will provide such information to the Company in compliance with applicable laws and that all such information has been (and will have been) obtained in compliance with all applicable laws and that all such information shall be true, accurate, complete and correct and correspond to the natural person to which it purports to relate, including to any natural person intended to be contacted in connection with the Service (if any); and it has (and will at all times have) provided any notice and obtained any consents necessary to enable the Company to lawfully provide the Service to User, including without limitation (if applicable) obtaining any consent from natural persons required by applicable law for the Company to send email and/or text messages on User behalf to natural persons.
All communications relating to the use of this Service must be sent using the Company’s contact information stated in this document.
Users are solely liable for any content they upload, post, share, or provide through this Application. Users acknowledge and accept that the Company does not filter or moderate such content. However, the Company reserves the right to remove, delete, block or rectify such content at its own discretion and to, without prior notice, deny the uploading User access to this Application:
The removal, deletion, blocking or rectification of content shall not entitle Users that have provided such content or that are liable for it, to any claims for compensation, damages or reimbursement. Users agree to hold the Company harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through this Application.
Users may not engage in unauthorized use or conduct such as: probing, scanning or testing the vulnerability of this Service, including the services or any network connected to the website, nor breaching the security or authentication measures on this Service, including the services or any network connected to this Service; installing, embedding, uploading or otherwise incorporating any malware into or via this Service; using this Service or the technical infrastructure in an abusive, excessive or otherwise inappropriate way (eg. spamming or improper marketing and promotional purposes); attempting to disrupt or tamper with the technical infrastructure in a manner that harms or places an undue burden on this Service.
The Company reserves the right to take any appropriate measure to protect its legitimate interests including denying Users access to this Service, terminating contracts, reporting any misconduct performed through this Service to the competent authorities – such as judicial or administrative authorities – whenever Users are suspected to be in violation of any laws, regulations, third-party rights and/or these Terms, including, but not limited to, by engaging in any manipulation, concealing of one’s identity, fraudulent representations, or promotion of dangerous or harmful activity.
The Company reserves the right, at its sole discretion, to suspend or delete at any time and without notice, User accounts which it deems inappropriate, offensive or in violation of these Terms.
The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement. The suspension or deletion of accounts due to causes attributable to the User does not exempt the User from paying any applicable fees or prices.
Users can terminate their account and stop using the Service at any time by using the tools provided for account termination on this Application. However, termination of the account will not be possible until the subscription period paid for by the User has expired.
Unless any applicable exception is mentioned below, Users who are European Consumers are granted a statutory cancellation right under EU rules, to withdraw from contracts entered into online (distance contracts) within the specified period applicable to their case, for any reason and without justification. Users that do not fit this qualification, cannot benefit from the rights described in this section.
Some of the Products provided on this Application, as part of the Service, are provided on the basis of payment. The Company will maintain a pricing page on its website. The fees, duration and conditions applicable to the purchase of such Products are described on the pricing page and in the dedicated sections of this Application. Prices, descriptions or availability of Products are outlined in the respective sections of this Service and are subject to change without notice.
While Products on this Service are presented with the greatest accuracy technically possible, representation on this Service through any means (including, as the case may be, graphic material, images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product.
To purchase Products, the User must register or log into this Application.
Subscriptions allow Users to receive a Product continuously or regularly over a determined period of time.
Paid subscriptions begin on the day the payment is received by the Company. In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service disruptions. A User’s own account termination will be in effect when the subscription period paid for by the User has expired.
Users have the option to test this Service or selected Products during a limited and non-renewable trial period, at no cost. Some features or functions of this Service may not be available to Users during the trial period.
The trial period shall automatically convert into the equivalent paid Product, unless the User cancels the purchase before the trial period ends.
If you are a paying subscriber to the Service, the Company will use a third-party payment processor for all payments. Therefore, this Service does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed. If payment through the available methods fail or is refused by the payment service provider, the Company shall be under no obligation to fulfil the purchase order. Any possible costs or fees resulting from the failed or refused payment shall be borne by the User.
Billing policies and conditions are independently determined by the third-party processor, until the Service is terminated.
By using our Services, you agree to pay the amount set forth on the pricing page for the particular Service to which you are subscribing. Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged. Prices on this Service are displayed exclusive of any applicable fees, taxes, and additional costs.
If you'd like to terminate your paid subscription, please email [email protected] or login to your account to terminate your subscription. If the service you’re using is a Shopify app, uninstalling the app will effectively cancel the subscription. Once you terminate your subscription, your credit card will not be charged for future subscription payments, and your account will be disabled and reduced to a non-paid account level.
Once a subscription is terminated, your account will be disabled, and you will no longer have access to the user dashboard and your data becomes only accessible upon a request; requests for a terminated account’s data can be made by contacting [email protected] Data will be retained and stored according to our Privacy Policy.
The Company does not provide partial refunds for unused monthly or annual plans, unless a system malfunction caused a problem.
It is the Company’s policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. Pursuant to the Digital Millennium Copyright Act ("DMCA"), if you believe that any of the content or materials appearing on the Service contain infringements, please send a notice to our designated agent at the address stated above, also by contacting [email protected]. A DMCA notice and request must include the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
Failure to comply with all of the requirements outlined above may result in invalidity of the DMCA notice.
The Company is permitted to disclose (including through display of your logo) that you are one of its customers (including in its publicity and marketing materials), provided that you may revoke the foregoing rights upon prior written notice to the Company.
As between the Company and User, the email addresses and other information about User’s subscribers collected by the User or made available through the Service and any content created by User and/or made available through the Service including the subscriber marketing products within the Service (collectively, the “User Materials”) will be owned by User. User hereby grants to the Company a non-exclusive, royalty-free, fully paid up, and worldwide ongoing license to copy, modify (including the right to create derivative works of), display and use the User Materials solely in connection with performing the Service. In addition, the Company may collect and utilize data and other information, including without limitation the User Materials, in aggregated or other de-identified form, derived from use and performance of the Service and its related products and services under this Agreement for the Company’s own business purposes, for the purposes of developing, delivering and enhancing the Company’s products and services, and for internal evaluation of trends, system usage, security threats, intrusions and other similar internal purposes. Our data collection, use, and disclosure practices, including the use of browser cookies, are outlined more fully in our Privacy Policy (which may change from time to time).
The Company may, at its sole discretion, reference the User as a customer of the Service in the Company marketing collateral, including website content, blog content, email messages, and more.
The Service may feature community areas and other public forums. If you use a forum you are solely responsible for your own feedback, the consequences of posting your feedback, and your reliance on any information in the public forum or other areas of the Service. If you feel threatened or believe that someone else is in danger, you should contact your local law enforcement agency immediately. Any information you share, including without limitation any discussions with others, in any online public forum is by design open to the public and is not private. The Company reserves the right, but shall not be obligated, to record any dialogue or exchanges in the public forum of the Service. The Company shall have no responsibility for any actions taken, or failures to take action, with respect to the public forum of the Service or any submissions by you or other users. As with any public forum on any website, the information you post may show up in third-party search engine results.
Through this Service, Users may have access to external resources provided by third parties. Users acknowledge and accept that the Company has no control over such resources and is therefore not responsible for their content and availability. Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ Terms and conditions or, in the absence of those, applicable statutory law.
Users acknowledge and accept that the Company merely provides Users with the technical infrastructure and features incorporated in this Application. We are not a party to any relationship between you and any third party, including, but not limited to, you and your ecommerce platform or you and your Customers, and as such, we have no responsibility to you as regards to your relationships with these third parties. You acknowledge and agree that you have no recourse against us for any acts or omissions of third parties, and your interaction with third parties is entirely at your own risk.
Your use of the Services may rely on services and products which are offered by third parties ("Third Party Services"). We have no responsibility to you for anything third parties do (or fail to do) and we provide no warranties or guarantees about third parties or Third Party Services. Your use of Third Party Services may be subject to specific Terms and conditions which are set by those third parties.
We may make third parties' content and materials ("Third Party Content") available to you through our websites, such as reviews. Our making available of such Third Party Content does not constitute an endorsement or recommendation, and we are not responsible for any reliance you may place on Third Party Content. We make no warranties or representations as to any Third Party Content and we shall have no liability for it. Any opinions or statements made by third parties are those of such third parties, and do not necessarily state or reflect our views.
The Company does not intermediate, moderate, promote or intervene in interactions, agreements or transactions between Users and therefore bears no liability for any such interactions among Users, including the performance of any Users' obligations.
You agree that we will have no liability to you with respect to the acts, omissions, errors, representations, warranties, breaches or negligence for any damages or expenses resulting in any manner from your interactions with any: a) Third Parties; b) Third Party Services; or c) Third Party Content, and we are not obliged to become involved in any disputes you may have with any third parties. If you have a dispute with any third parties, you release the Company and its affiliates from any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages, arising out of or in any way related to such disputes and/or our Services.
We are committed to protecting your privacy, in accordance with the Terms and conditions of the Privacy Policy. By accessing and continuing to use the Services, including without limitation by registering or creating an account or profile with the Company, and by providing personally identifiable information or personal data to the Company through the Services, you are acknowledging that you have read our Privacy Policy (which sets out how we process personal data, and our legal basis for processing personal data) and that you agree and consent to us processing your personal data to provide the Services to you in accordance with this Agreement and our Privacy Policy. Please ensure that you have reviewed and understand our Privacy Policy before purchasing or subscribing for any Services from us or providing personal data to us.
When you use the Services to transfer your Customers' personal data to us, you represent and warrant that you have your Customers' consent to: a) the transfer of such personal data to us; and b) our collection, use, retention, and disclosure of that and other personal data of your Customers, for the purposes which are set out in the Privacy Policy. You further acknowledge and agree that our use of your Customers' personal data is in our capacity to do so for these purposes.
EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, this Service is provided strictly on an “as is” and “as available” basis. Use of the Service is at Users’ own risk. To the maximum extent permitted by applicable law, the Company expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by the User from the Company or through the Service will create any warranty not expressly stated herein.
Without limiting the foregoing, the Company, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Service will meet Users’ requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at users own risk and users shall be solely responsible for any damage to Users’ computer system or mobile device or loss of data that results from such download or Users’ use of the Service.
The Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Company shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.
The Service may become inaccessible or it may not function properly with Users’ web browser, mobile device, and/or operating system. The Company cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service. The Company shall use reasonable commercial efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Professional Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
Under no circumstances and under no legal theory, whether in tort, contract or otherwise, will the Company be liable to User for any indirect, special, incidental, consequential or punitive damages of any character, including, without limitation, damages for loss of goodwill, lost profits, lost sales or business, work stoppage, computer failure or malfunction, lost data or for any and all other damages or losses, even if the Company has been advised, knew or should have known of the possibility of such damages. In no event will the Company be liable for any direct damages, costs or liabilities in excess of the amounts paid or payable by User during the twelve months preceding the incident or claim. The provisions of this Agreement allocate the risks between the parties under this Agreement, and the parties have relied on the limitations set forth herein in determining whether to enter into this Agreement.
Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to such Users in certain jurisdictions with specific legal rights. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.
From time to time, the Company may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge ("Updates"), and such Updates will become part of the Service and subject to this Agreement; provided that the Company shall have no obligation under this Agreement or otherwise to provide any such Updates. User understands that the Company may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that the Company shall use commercially reasonable efforts to give User prior notice of any major changes. For clarity, the Company may also offer new features for an additional fee, and User may subscribe to such new features by executing a new order form.
This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the Company has been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to the User in such jurisdictions. Users may have specific legal rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the Terms shall not apply to the extent prohibited by applicable law.
Users acknowledge and accept that the Company merely provides Users with the technical infrastructure and features incorporated in this Application. The Company does not intermediate, moderate, promote or intervene in interactions, agreements or transactions between Users and therefore bears no liability for any such interactions among Users, including the performance of any Users' obligations.
In particular, within the limits stated above, the Company shall not be liable for:
In any event of liability, the compensation may not exceed the total payments that have been, will be or would be received by the Company from the User based on the contract over a period of 12 months, or the period of the duration of the Agreement, if shorter.
The User agrees to indemnify and hold the Company and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees harmless from and against any claim or demand — including but not limited to lawyer's fees and costs — made by any third party due to or in relation with any culpable use of or connection to the Service, violation of these Terms, infringement of any third-party rights or statutory provision by the User or its affiliates, officers, directors, agents, co-branders, partners and employees to the extent allowed by applicable law. You shall defend from all liabilities, claims, and expenses that arise from or relate to your data or use of the Service, including, but not limited to, fees and costs, arising from:
User will defend the Company against any claim made or brought against the Company by a third party (a “Claim”) arising out of User’s use of the Service and will indemnify the Company for any damages finally awarded against, and for reasonable attorney’s fees incurred by, the Company in connection with any such Claim; provided that (a) the Company will promptly notify User of such Claim, (b) User will have the sole and exclusive authority to defend and/or settle any such Claim (provided that User may not settle any Claim without the Company’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases the Company of all liability) and (c) the Company reasonably cooperates with User in connection therewith.
Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. These Terms constitute the entire Agreement between Users and the Company with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These remaining Terms shall remain in full force and effect and will be enforced to the fullest extent permitted by law.
Should any provision of these Terms be or be deemed void, invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts. If unable to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law. Without prejudice to the above, the nullity, invalidity or the impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.
All notices under this Agreement will be in writing and will reference this Agreement. Notices will be deemed given when: (i) delivered personally; (ii) sent by confirmed facsimile or e-mail; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt.
The Terms of Data Processing in the Privacy Policy shall apply to: (i) the processing (as defined in the GDPR) of personal data (as defined in the GDPR) that is regulated by the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) by the Company solely on behalf of User, if any; and (ii) from and after the CCPA Effective Date, the processing (as defined in the CCPA) of personal information (as defined in the CCPA) that is regulated by the California Consumer Privacy Act of 2018 (the “CCPA”) by the Company solely on behalf of User, if any.
Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including, without limitation, earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree (each a “Force Majeure Event”); provided that, (a) the party relying upon this Section will have given the other party written notice thereof promptly and, in any event, as soon as reasonably possible under the circumstances; and (b) will take all steps reasonably necessary to mitigate the effects on the other party of the Force Majeure Event upon which such notice is based.
The term of this Agreement will commence upon the User’s trial or Service subscription period, and acceptance of this Agreement. Thereafter, the term of this Agreement will automatically continue provided, however, that the Company may terminate this Agreement and the availability of the Service to User at any time without notice. If User desires to discontinue the Service, User must notify the Company of its intent to terminate the relationship and User may uninstall and discontinue the Service at User’s own expense. Terms will continue to be valid insofar as they are applicable to any retained data or any continuing relationship between the Company and the User.
Questions about the Terms of Service should be sent to [email protected]
