These Terms of Service ("Terms") govern access to and use of the software, application, website, or service referenced herein (the "Service"), operated by the provider of the Service ("Provider," "we," "us," or "our"). By accessing or using the Service, you ("User," "you," or "your") agree to be bound by these Terms. If you do not agree, you must not access or use the Service.
Use of the Service constitutes acceptance of these Terms in full. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.
You must be of legal age in your jurisdiction to enter into a binding contract to use the Service. By using the Service, you represent that you meet this requirement.
Subject to these Terms, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for its intended purpose. All rights not expressly granted are reserved.
You agree not to:
The Service, including all software, content, features, and intellectual property therein, is and remains the exclusive property of the Provider and its licensors. These Terms do not transfer any ownership rights to you.
If the Service allows you to submit, upload, or transmit content, you retain ownership of that content but grant the Provider a worldwide, royalty-free, non-exclusive license to use, host, store, reproduce, and display it solely as necessary to operate and provide the Service. You are solely responsible for content you submit and represent that you have all necessary rights to submit it.
If the Service is offered on a paid basis, applicable fees, billing terms, and refund conditions will be presented at the time of purchase or subscription. All fees are non-refundable except as required by law or as expressly stated otherwise.
THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT. THE PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK ARISING FROM USE OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
To the maximum extent permitted by applicable law:
(A) EXCLUSION OF DAMAGES. IN NO EVENT SHALL THE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE LEGAL THEORY ASSERTED (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) AGGREGATE CAP. IN NO EVENT SHALL THE PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID BY YOU TO THE PROVIDER FOR USE OF THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIFTY US DOLLARS (USD $50). IF YOU HAVE NOT PAID ANY FEES FOR THE SERVICE, THE PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED FIFTY US DOLLARS (USD $50).
(C) BASIS OF THE BARGAIN. YOU ACKNOWLEDGE THAT THE PROVIDER HAS SET ITS PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTY SET FORTH HEREIN, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
(D) FAILURE OF ESSENTIAL PURPOSE. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
(E) JURISDICTIONAL CARVE-OUT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless the Provider and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including intellectual property or privacy rights; or (d) any content you submit through the Service.
You acknowledge that use of the Service is at your own risk and that the Provider shall not be responsible for any loss or damage resulting from your reliance on the Service or its output.
The Service may integrate with or link to third-party services. The Provider is not responsible for the availability, accuracy, or content of any third-party service, and your use of such services is at your own risk and subject to their own terms.
The Provider shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or governmental action.
The Provider may suspend or terminate your access to the Service at any time, with or without cause or notice, without liability. Sections relating to ownership, disclaimers, limitation of liability, indemnification, and dispute resolution shall survive termination.
The Provider reserves the right to modify or discontinue the Service, in whole or in part, at any time without liability. The Provider may also revise these Terms at any time by posting an updated version; continued use of the Service after changes constitutes acceptance of the revised Terms.
These Terms shall be governed by the laws of the jurisdiction in which the Provider is legally organized or maintains its principal place of business, without regard to conflict of law principles. Any dispute arising under these Terms shall be resolved exclusively in the courts having jurisdiction over that location, and you consent to the personal jurisdiction and venue of such courts.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, EXCEPT THAT EITHER PARTY MAY BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT. YOU AND THE PROVIDER EACH WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. If this arbitration provision is found unenforceable in a particular jurisdiction, the governing law and venue provisions above shall apply instead, and this provision shall otherwise remain in effect to the maximum extent permitted.
If any provision of these Terms is found unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
The Provider's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
These Terms constitute the entire agreement between you and the Provider regarding the Service and supersede all prior agreements and understandings.