The Services (as defined herein) are provided to you through a third party by [Usko Software, Inc.] (“us” or “Company”). Throughout the site, the terms “we”, “us” and “our” refer to The Company. The Company offers the services, including all information, tools and services available from this website to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By visiting our site, utilizing our application and any other services provided by us, you engage in our “Services” and you agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of this site and the Services. Please read these Terms of Service carefully before accessing or using our Services. By accessing or using any part of the Services, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. Any new features or tools, which are added to, the current Services shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. PLEASE CAREFULLY READ AND MAKE SURE YOU UNDERSTAND THE “ARBITRATION AND WAIVER OF CLASS ACTIONS” PROVISION SET FORTH IN THESE TERMS OF SERVICE, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ACCESSING OR USING OUR WEBSITE OR OUR SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THE ARBITRATION AND WAIVER OF CLASS ACTIONS PROVISION SET FORTH BELOW.SECTION 1 - TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use the Services. You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction. A breach or violation of any of the Terms will result in an immediate termination of your access to and use of the Services. You also understand and acknowledge the following (“User Acknowledged Conditions”):
SECTION 2 - GENERAL CONDITIONS
- The Services constitute “alpha software” and as such should not be used for any data that you or your business cannot afford to have deleted or would not wish to be deleted;
- You should create a backup of any data that will be impacted, utilized or modified by the Services;
- Your usage of the Services with respect to any data hosted, maintained, or displayed on any third party website or service (a “Third Party Service”) may result in your being banned or suspended from using any or all such Third Party Services;
- Your use of the Services may result in the deletion of more of your data than intended;
- Your use of the Services may not delete all data that you intend to delete;
- Applicable third party services or websites may still maintain copies of data that you intend to delete using the Services;
- We do not maintain any backups whatsoever of data that you process using the Services;
- We cannot review terms of service for applicable websites or third party services maintaining, archiving, or in any way processing data that you intend to process in any way using our Services, and we expressly disclaim any liability with respect to any potential violation of such terms of service arising from your use of the Services, and further you agree not to engage in any activity violating such terms of service when using the Services in any manner whatsoever;
- Your use of the Services may delete data belonging to third parties, whether affiliated or unaffiliated;
- Your use of the Services may affect or alter functionality of any services, third party platforms, websites, applications or software related to any processing of any data using the Services;
- Your use of the Services may PERMANENTLY delete data that you process using the Services; and
- To the fullest extent possible under applicable law, we expressly disclaim any liability, and you hereby accept all liability, arising from any of these listed User Acknowledged Conditions and your usage of the Services in any manner not expressly permitted by these Terms and Conditions.
We reserve the right to refuse service to anyone for any reason at any time in our sole, reasonable discretion. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We do not warrant or guarantee the accuracy, completeness or currency of the information made available on in these Terms of Service. The material herein is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material herein is at your own risk. We reserve the right to modify the contents herein at any time, but we have no obligation to update any information herein. You agree that it is your responsibility to monitor changes herein.SECTION 4 - MODIFICATIONS TO THE SERVICES AND PRICES
Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services.SECTION 5 - SERVICES
We reserve the right to limit the sales of, or access to, our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the services that we offer. All descriptions of Services are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Services at any time. Any offer for any Services made is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.SECTION 6 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you send to us. We are and shall be under no obligation (a) to maintain any comments in confidence; (b) to pay compensation for any comments; or (c) to respond to any comments.SECTION 7 - PERSONAL INFORMATION
Occasionally there may be information published by us that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, charges, and availability with respect to the Services. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information published by us at any time without prior notice. We undertake no obligation to update, amend or clarify information provided or published by us, including but not limited to, pricing information, except as required by law.SECTION 9 - PROHIBITED USES
In addition to the other prohibitions set forth in these Terms, you are prohibited from using Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.SECTION 10 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL SERVICES DELIVERED TO YOU ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED 'AS IS' AND 'AS AVAILABLE' FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
IN NO CASE SHALL WE, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS, LICENSORS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY LIABILITIES ARISING IN CONNECTION WITH THE USER ACKNOWLEDGED CONDITIONS IS DISCLAIMED BY US AND SHALL IN NO WAY BE INDEMNIFIABLE BY US.SECTION 11 – INDEMNIFICATION
You agree to indemnify, defend and hold harmless the Company and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, employees, successors and assigns from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.SECTION 12 – SEVERABILITY
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.SECTION 13 – TERMINATION
The obligations and liabilities of you and us incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).SECTION 14 – WAIVER
No waiver by us of any term, condition or provision set out in these Terms of Service shall be deemed a further or continuing waiver of such term, condition or provision or a waiver of any other term, condition or provision, and our failure to exercise or enforce or delay in exercising and enforcing any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.SECTION 15 - GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).SECTION 16 – ARBITRATION AND WAIVER OF CLASS ACTIONS
YOU AND THE COMPANY AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES AND IN ACCORDANCE WITH THE EXPEDITED PROCEDURES IN THOSE RULES.
Judgment on the award of any such arbitration may be entered in any court having jurisdiction. This clause shall not prevent parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS WITH YOUR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
If a court refuses to enforce the waiver of class-wide arbitration, this entire arbitration provision shall be unenforceable and any claims brought on behalf of a putative class will proceed in court.
IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION YOU EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL, AND ACKNOWLEDGE THIS WAIVER.
You and the Company shall maintain the confidential nature of any arbitration proceeding and any award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the terms of these Terms and will be final and binding.
In any arbitration arising out of or related to this agreement, there shall be no interrogatories or requests to admit.
IN ANY ARBITRATION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE ARBITRATOR(S) ARE NOT EMPOWERED TO AWARD PUNITIVE OR EXEMPLARY DAMAGES, EXCEPT WHERE PERMITTED BY STATUTE, AND THE PARTIES WAIVE ANY RIGHT TO RECOVER ANY SUCH DAMAGES. THE ARBITRATOR(S) MAY NOT AWARD ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS.
As stated in Section 15 of these Terms, Delaware law governs this entire agreement, but the parties acknowledge that this agreement evidences a transaction involving interstate commerce, and that notwithstanding Section 15, any arbitration conducted pursuant to the terms of this agreement shall be governed by the Federal Arbitration Act.SECTION 17 - ENTIRE AGREEMENT
These Terms and any policies or operating rules posted by us on this site or in respect to the Services constitutes the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.SECTION 18 - MODIFICATIONS TO THE SERVICES AND PRICES
Questions about the Terms of Service should be sent to us at [email protected]