ChiroFusion Terms of Service
Last updated: 11/10/2019
The Services are provided by ChiroFusion, LLC, a Florida limited liability company with a principal place of business located at 2799 NW 2nd Avenue – #114, Boca Raton, FL 33431. If you have requests concerning these Terms of Service, please contact us at firstname.lastname@example.org.
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS (see section 7.2) THAT GOVERN HOW CLAIMS YOU AND CHIROFUSION HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST CHIROFUSION, TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.
References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
References to the “Services” mean, collectively, the Web site, software as a service platform, and any and all features thereof.
References to the “Terms” and/or “Agreement,” mean this, these Terms of Service as set forth herein.
References to “us,” “we,” “our,” and/or “ChiroFusion,” mean ChiroFusion, LLC, a Florida limited liability company, including any and all trade names utilized thereby.
References to the “Web site” mean, collectively, the Web site bearing the URL chirofusionsoftware.com and chirofusionlive.com as well as any other site or social media page operated by us.
References to “you,” and/or “User,” mean a general user of the Web site and/or user of our Services.
1.2. Agreement to be Bound.
The following Terms of Service, together with any relevant information set out via the Services, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials are subject to the Terms of Service set forth below. Please read them carefully as any of use of the Services constitutes an agreement, without acceptance, to be bound thereby by the User. By using the Services, you represent that you are at least eighteen (18) years old or have written, parental or guardian consent, have read and understand the Terms of Service, and that you agree to be bound by these Terms of Service as set forth below.
SECTION II: GENERAL PROVISIONS
2.1. Accuracy, Completeness and Timeliness of Information.
We are not responsible if information made available via the Services is not accurate, complete, or current. You acknowledge that the Services are 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. You acknowledge further that any reliance on the Services is at your own risk.
We do not warrant that any errors in the Services will be corrected.
2.3. Modifications and Changes to Terms of Service.
We may modify, add to, suspend or delete these Terms of Service or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Web site and App and our emailing of a notice to registered Users. Your continued use of our Services, after modification, addition, or deletion of these Terms of Service shall be deemed to constitute acceptance by you of the modification, addition, or deletion.
2.4. Modifications and Changes.
We may modify, add to, suspend, or delete any aspect of the Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.
Though we try to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Services will be at all times available.
We do not warrant that your computer, tablet, smartphone, or hardware will be able to access and/or support the Services.
2.6. Right of Refusal, Limitation, Discontinuation, and Termination.
We reserve the right to refuse to provide access to the Services for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a User Account for any reason whatsoever. In the event that we make a change to or cancel an Account, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination.
2.7. Prohibited Uses.
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Services: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Services; (c) to violate any international or governmental 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; (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; (k) to impersonate any person or entity; (l) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services; (m) “frame” or “mirror” any part of the Services, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other service or Web site for any purpose; (n) modify, adapt, translate, reverse engineer, decipher, decompile, separate, or otherwise disassemble any portion of the Services or any software used on or for the Services; or (o) to interfere with or circumvent the security features of the Services. We reserve the right to terminate your use of the Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
2.8. No Medical Advice.
ChiroFusion and its employees, shareholders, directors, officers, and consultants are not certified medical practitioners and do not hold themselves out to be. As such, the information provided via the Services is provided with the understanding that ChiroFusion is not rendering any medical advice.
2.9. Reliance on Services at User’s Own Risk.
The Services are intended as informational tools only. They are not intended to be a replacement for the advice of a certified medical practitioner, lawyer, or financial representative. The Services should not be relied upon or used as the sole basis for making decisions regarding fitness, health, symptoms, or medicine without consulting primary, more accurate, more complete or more timely sources of information. Furthermore, such information should not be used to diagnose, prescribe, or treat any disease, illness, injury, ailment or other medical condition User is responsible for his or her own due diligence and relies on any training at his or her own risk.
SECTION III: ACCOUNTS & FEES
3.2. Transfer Prohibited.
You agree you shall not sell, trade, or transfer that Account to any other person or entity without our written consent.
3.3. Interactive Features Guidelines.
The Web site and the Services may contain the ability to communicate with other Users on one or more platforms, comments sections, discussion forums, Web sites, landing pages, social media outlets and/or other interactive features, (“Interactive Areas,”) in which Users may communicate. By participating in Interactive Areas, you agree and acknowledge to the following community guidelines. Violating these rules may lead to suspension of your account or your permanent exclusion from the Services. If you are permanently excluded from the Services, your Account will be terminated, and you will not be allowed to use our Services again.
Enforcement of these rules is entirely at the discretion of ChiroFusion, and where we think the actions of users may affect the enjoyment or safety of others in our community, ChiroFusion reserves the right to take necessary action, including but not limited to reporting you to law enforcement. For the avoidance of doubt, any content or activity featuring, encouraging, offering, or soliciting illegal activity is prohibited. We can and will notify law enforcement of any illegal activity found taking place through our Services.
We reserve the right to regularly update these guidelines without notice based on the evolution of the ChiroFusion community and the services we provide.
By creating an Account, you agree that you:
Shall not upload, distribute, or otherwise publish any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material; and
Shall not threaten or verbally abuse another User, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or “spam”; and
Shall not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Services, without recourse; and
Shall not personally attack another User. Personal attacks are a direct violation of these Terms of Service and are grounds for immediate and permanent suspension of access to all or part of the Services, without recourse; and
Shall not distribute or otherwise publish any material containing any solicitation of funds, advertising, or solicitation for goods or services; and
Shall not upload, post or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; and
Shall not post unauthorized commercial communications (such as spam); and
Shall not upload, post or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; and
Shall not upload, post, or otherwise transmit content that does not generally pertain to the designated topic or theme of the Services; and
Shall not impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity; and
Shall not engage in unlawful multi-level marketing, such as a pyramid scheme; and
Shall not upload, post or otherwise transmit any content, software or other materials which contain a virus or other harmful or disruptive component; and
Shall not interfere with or disrupt the Services or the servers or networks connected to the same, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; and
Shall not share or otherwise distribute or make public personal information of other Users and/or individuals or entities; and
Shall not facilitate or encourage any violations of these Terms of Service or our policies.
Users agree further and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.
3.4. Rights in Submissions.
Should you submit, display, publish, or otherwise post any content to us, (hereinafter “Submissions,”) you agree to grant to us and our partners and affiliates a limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Submissions in any and all media now known or hereinafter developed for hosting, indexing, caching, distributing, tagging, marketing, and for all other lawful purposes without the requirement to make payment to or seek permission from you or to any third-party.
You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights, or any other intellectual property rights or other rights of any person or entity.
3.5. Right to Monitor; Suspend.
We shall have the right to monitor your Account in our sole and exclusive discretion. If we determine that you have violated the Account guidelines set forth in Section 3.3 or any other provisions of these Terms, we will restrict your access to the Services or otherwise block your User Account for a minimum period of twenty-four (24) hours. In the event of egregious violations, your Account may be blocked for a longer period or permanently disabled, in our sole discretion and without recourse by you. We may consider appeals of suspensions and permanent exclusions based on our internal review. Our customer support and moderation teams review all requests for reinstatement, and we process these along with all other support requests in our entire discretion. We are not required to provide a reason for our decision and our decision on your appeal is final.
We may make email, messaging, blogging, or chat services (collectively, “Communications”) available to users of our site, either directly or through a third-party provider. We make available separate supplemental agreements characterizing the relationship between you and us that, except where expressly noted or contradictory, includes these Terms.
We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as “spam”) and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.
Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.
3.6. Reporting Abuse.
If you become aware of a violation of the Account guidelines set forth in Section 3.3 or any other provisions of these Terms by another User, you are encouraged to promptly notify us by writing to us at email@example.com. All reports will be held in confidence to the extent possible.
3.7. Set-Up Fee.
We charge a set-up fee to set up a new Account. In the event you cancel your Subscription, you will be responsible for paying the Set-Up Fee to reactivate your Account. Set-Up Fees are non-refundable.
3.8 Subscription Fees.
Users wishing to subscribe to our Services may be required to pay a Subscription Fee in the amount set forth on at the time of purchase. We may increase these Subscription Fees from time to time, in our sole and exclusive discretion, where such changes shall take effect upon the next Billing Cycle (as defined in Section 3.9.) All Subscription Fees are expressed in U.S. Dollars ($USD.)
3.9. Automatic Billing, Renewal, Cancellations
All Subscriptions are Monthly or Annual (the “Subscription Term”) unless otherwise agreed by us, in writing. All Subscription Fees as set forth herein shall be pre-paid, in full as per the selected billing cycle (which may be a month or year, the “Billing Cycle,”) on the first (1st) day of the Billing Cycle, where the first (1st) day of the first (1st) Billing Cycle shall be the date upon which User registers for a subscription. User shall be billed on the same day thereafter at the beginning of each Billing Cycle to the payment method on file, until cancelled. Users who subscribe to an Annual Billing Cycle shall have their subscription automatically renewed for additional one- (1-) year Renewal Subscription Terms unless notice of intent not to renew is provided at least thirty (30) calendar days in advance of the end of the current Term end date. Users who subscribe to a Monthly Billing Cycle shall have their subscription automatically renewed for additional one- (1-) month Renewal Subscription Terms unless notice of intent not to renew is provided at least seven (7) calendar days in advance of the end of the current Term end date. Users wishing to cancel their subscription must complete an Account Cancellation Request form which can be obtained by emailing help[at]mychirofusion.com.
Due to the electronic nature of the Services that we provide, in no event other than material breach or of these Terms by us or a defect in the Services, shall a refund or credit be granted, in whole or in part, for any reason or no reason whatsoever, including but not limited to User’s cancellation prior the end of the Subscription Term and/or User’s failure to utilize the Services. For the avoidance of doubt, Users who subscribe to an Annual plan and who terminate use of the Services prior to the end of the then-current Term shall be responsible for payment of all Subscription Fees through the end of the then-current Term upon submitting a notice of cancellation through our support portal.
3.11 Late Payments, Suspension of Services.
In the event a balance remains unpaid by User five (5) calendar days following the first (1st) day of the Billing Cycle for the Subscription Fees set forth above, User agrees and acknowledges that the Services may be automatically suspended or terminated, without notice.
SECTION IV: INTELLECTUAL PROPERTY; PRIVACY
4.1. Intellectual Property Rights Not Waived.
This is an Agreement for access to and use of the Services, and you are not granted a license to any software or intellectual property by these Terms of Service. The Services are protected by U.S. and, where applicable, international intellectual property laws. The Services belong to us and are the property of us or our licensors (if any).
Furthermore, all material displayed or transmitted via the Services, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (hereinafter “Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws, and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.
You may make a single print copy of any Materials provided by us for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials without our express written permission. All requests for archiving, republication or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to firstname.lastname@example.org.
You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Services in accordance with these Terms of Service. Any of the Materials accessed or downloaded from this site must be accessed or downloaded in accordance with the Terms of Service specified in this Agreement. We reserve any rights not expressly granted under these Terms of Service.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (hereinafter, collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any third party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User’s personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to the Services, (hereinafter your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you.
4.3 Grant of License.
You agree that we can use for our reasonable advertising purposes your logo and/or trade name to indicate that you are a customer and user of the Web site.
SECTION V: Third-Party Advertisements, Promotions, and Links
5.1. Third-Party Advertisements and Promotions.
We may, from time to time, run advertisements and promotions from third parties via the Services. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers via the Services.
5.2. Use of Third-Party Tools.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the Services, including but not limited to the release of new tools. Such new features and/or services shall also be subject to these Terms of Service.
5.3. Third-Party Links.
Certain content, products and services available via our Services may include materials from third parties.
Third-party links may direct you to third-party Web sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or Web sites and/or services, or for any other materials, products, or services of third parties.
SECTION VI: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
6.1. Disclaimer of Warranty; Limitation of Liability.
(A) YOU AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER US, AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED.
(B) ANY INFORMATION PROVIDED VIA THE SERVICES, DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF SERVICE.
(C) IN NO EVENT SHALL WE OR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PROFESSIONAL LIABILITY DAMAGES, MALPRACTICE LOSSES AND DAMAGES, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES.
(D) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE Utilize THE SERVICES.
(E) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES, AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED TWENTY U.S. DOLLARS AND NO/CENTS ($120.00) OR THE AMOUNT OF FEES YOU PAID TO US IN THE PREVIOUS TWELVE (12) MONTHS, WHICHEVER IS GREATER.
(F) NO ACTION REGARDLESS OF FORM, RELATING TO THE TRANSACTION UNDER THIS AGREEMENT MAY BE BROUGHT BY A USER MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING ARISE TO THE CAUSE OF ACTION HAS OCCURRED OR SHOULD HAVE DILIGENTLY BEEN DISCOVERED.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, employees and agents.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates, directors, officers, members, employees, contractors, parents, subsidiaries, agents, third-party content providers, licensors, and any purchasing person or entity in the event that we are sold, in whole or in part, and/or restructured.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS, AS WELL AS AFFILIATES, AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PATENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEY’S FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE SERVICES; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT, INCLUDING OUR ACCOUNT GUIDELINES; (C) YOUR USE OF THIRD-PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS AND/OR TOOLS; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; (E) THE UNAUTHORIZED USE OF SERVICES BY ANY OTHER PERSON USING YOUR INFORMATION; OR (F) YOUR FAILURE TO COMPLY WITH ANY STATE, LOCAL, OR FEDERAL RULE OR REGULATION.
SECTION VI: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
7.1. Governing Law.
These Terms shall be governed and construed in accordance with the laws of the state of Florida, without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Palm Beach County, Florida, and any cause of action that relates to or arises from these Terms and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 7.2, infra.
Any and all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Palm Beach County, Florida. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in the software services industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. No claims and disputes arising under or relating to this provision may be brought by a User more than one (1) year after the event giving rise to the cause of action has occurred or should diligently been discovered. Notwithstanding the forgoing, the parties shall be free to bring a request for injunctive relief before a court of competent jurisdiction in the event of immediate and irreparable harm.
SECTION VIII: MISCELLANEOUS
8.1. Customer Service.
Should you have any questions, comments or concerns regarding the Services, customer service may be contacted at any time via email@example.com, via phone at Our telephone number is (877) 210-3230, or written post by contacting us at the address first set forth above. Customer service hours are from Monday to Friday, 9 a.m. to 5 p.m. Eastern Time, federal holidays excluded. We strive to return all customer service inquires within twenty four (24) hours.
8.2. Affiliate Disclosure.
We may have an affiliate relationship with third parties and affiliates to whose products and/or services we link and promote through the Services. Because of this relationship we may earn a commission on products purchased by a User from a third-party affiliate.
Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.
Any waiver of a right under these Terms of Service shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
8.5. Force Majeure.
We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond our control, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), pandemics, war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
We shall have the right to assign and/or transfer these Terms of Service and our rights and obligations hereunder to any third party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms of Service without our prior written consent in our sole and exclusive discretion.
8.7. Rights of Third Parties.
These Terms do not give any right to any third party unless explicitly stated herein.
8.8. Relationship of the Parties.
The parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into Terms of any kind in the name of the other party.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
The following provisions shall survive any termination or expiration of this Agreement: Sections V, VI, and VII.
Except as explicitly stated otherwise, any notices shall be given by postal mail to our registered agent and in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three days after the date of mailing.