These Terms of Service (“Terms”) govern your use of the Services provided by Yac Inc. (“we”, “us”, “our”, or “Company”). These Terms are a binding legal agreement between you or the entity you represent and Company. In these Terms, a “user” is you or anyone who accesses, browses, or in any way uses the Services. You must agree to these Terms before you can use the Services. These Terms are to ensure that you will use the Services only in the ways in which we intend for it to be used. Please read these Terms carefully, as they may have changed. Though your access and use of the Services is governed by the Terms effective at the time, please note that we may revise and update these Terms from time to time in our discretion. If we make a change to the Terms, we will post the revised Terms on our website and/or web app. You acknowledge and agree that your continued access or use of the Services constitutes your acceptances of the revised Terms.
PLEASE NOTE: IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS AT OUR THEN-CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 7 BELOW.
PLEASE NOTE: THAT SECTION 15 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.
By accessing or using the Services:
- You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms, whether you are a visitor to our Services or a registered user;
- You represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent; and
- You consent to receive communications from us electronically, and you agree that such electronic
communications, notices, and postings satisfy any legal requirements that such communications be in writing.
- “Administrator” means an Authorized User designated by Customer to manage and control Customer’s and Authorized Users’ accounts.
- “Authorized User(s)” means Customer’s employees, agents, or other third parties authorized by Customer to access or use the Services.
- “Customer”, “you” or “your” means the individual or organization agreeing to these Terms, as described in Section 2(b) below.
- “Customer Content” means all video, audio, or transcription data, images, comments, clips or other content or information submitted or uploaded to the Services by or otherwise collected by Company on behalf of Customer or its Authorized Users.
- “Documentation” means any documentation or materials provided to Customer as part of the Services.
- “Feedback” means any feedback or suggestions about the Services.
- “Fees” means the fees for the Services displayed on the Order, plus any applicable Taxes.
- “Order” means the order form agreed to by the parties or the applicable Company check-out webpage to purchase the Services.
- “Services” means Company’s video messaging services and website, including the Software, Documentation, tools, and services ordered by or provided to Customer in connection with the Services.
- “Software” means Company’s client software provided as part of the Services, such as mobile or desktop applications or browser extensions.
- “Subscription Term” means the applicable initial or renewal term for Customer’s provision of the Services identified in an Order.
- “Taxes” means all government-imposed taxes, levies, or duties, including value-added, sales, use, or withholding taxes, except for taxes based on Company’s net income.
- “Third-Party Apps” means any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with the Services, including any applications built by third parties using Company’s developer tools.
- “Workspace” means the workspace in a Company account as described on Company’s website.
Accessing the Services
- The Services is controlled or operated (or both) from the United States and is not intended to subject Company to any non-U.S. jurisdiction or law. The Service may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Services’ availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
- Registration. Upon registration, a user must either create a new Workspace or join an existing Workspace. If a user creates a new Workspace on behalf of themselves, the user is the Customer. If a user creates a new Workspace on behalf of an organization (such as the user’s employer), the organization is the Customer. Customers can invite Authorized Users to their Workspace and must designate at least one Authorized User to be an Administrator, who will manage and control the Workspace. If a user joins an existing Workspace created by another person or organization, that person or organization is the Customer and the user is an Authorized User. All Customers, Administrators, and Authorized Users must comply with these Terms.
- Access. During the Subscription Term, Customer may access and use, and may allow Authorized Users to access and use the Services for its business purposes in accordance with these Terms. It is a condition of your use of the Services that the information you provide is correct, current, and complete. You are responsible for making all arrangements necessary for you to have access to the Services. You are responsible for ensuring your access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges) and obtaining and maintaining all equipment necessary to access the Services
- Software. Company may make Software available as part of the Services. Subject to these Terms, Company grants to Customer and its Authorized Users a limited non-exclusive, non-transferable, non-sublicensable license to download and use the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.
- Corporate Domains. If a user creates a Workspace using an email address belonging to their employer or organization, that account may be added to the organization's Workspace, in which case Company will provide notice to the user or Administrator of the account, so they can help facilitate the transfer of their account. The Administrator of the Workspace will have the ability to control that account, which includes being able to access, modify, or remove information from the account, modify user roles, and delete or restrict access to the account. Customers and Authorized Users agree to comply with their organization’s terms and policies regarding use of the Service
You may use the Services only for lawful purposes and in accordance with these Terms. We are under no obligation to enforce the Terms on your behalf against another user. We encourage you to let us know if you believe another user has violated the Terms or otherwise engaged in prohibited or illegal conduct.
You agree not to, and will not assist, encourage, or enable others to:
- Use the Services for any commercial purpose, except as expressly permitted under these Terms.
- To violate any applicable national, regional, federal, state, local, or international law or regulation.
- Violate these Terms or any other rules or policies posted by us.
- Reverse engineer any portion of the Services.
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized by Company.
- Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services.
- Record, process, harvest, collect, or mine information about other users.
- Access, retrieve, or index any portion of the Services for purposes of constructing or populating a searchable database.
- Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose.
- Use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, “Viruses”).
- Use the Services to violate the security of any computer network, crack passwords or security encryption codes.
- Remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Services.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
- Permit direct or indirect access to or use of the Services in a way that circumvents any contractual usage limit.
- Copy the Services or any part, feature, function, graphics or user interface thereof.
- Frame or mirror any part of any Services, other than framing on your own internal intranets.
- Access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service.
The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing thirty (30) days’ prior written notice to us [email protected], together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.
- Authorized Users. Customer is responsible for Authorized Users’ use of the Services and their compliance with these Terms. Customer will ensure that all Authorized Users are over the age of 18 or the applicable age of digital consent, whichever is older. Customer represents that it has obtained all consents necessary for Customer and its Authorized Users’ use of the Services, including Customer’s ability to convert accounts previously registered by individuals using Customer’s business email domain into Authorized User accounts.
- Customer Content. Customer is responsible for ensuring all Customer Content and any other content or information provided to Company or uploaded, posted, recorded, or transmitted to the Services complies with these Terms and all applicable laws, including, but not limited to, laws requiring Customer to obtain the consent of a third party to use the Customer Content and to provide appropriate notices of third-party rights. Customer represents and warrants that it has the right to upload the Customer Content to Company and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Company be liable in any way for any (a) Customer Content that is transmitted or viewed while using the Services, (b) errors or omissions in Customer Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Customer Content. If any Customer Content violates these terms or any applicable laws, Company may ask Customer to remove or edit the Customer Content so it is no longer in violation, or Company may, but is not obligated to, remove the Customer Content or take action as needed to resolve the issue. Company may process and use Customer Content: (a) to provide, protect, and update the Services, (b) to enforce these Terms and exercise its rights hereunder, (c) as required by law, and (d) as otherwise instructed by Customer. Company may collect and use Customer Content on an aggregated and/or anonymized basis for Company’s internal business purposes; provided that Company will not use or share this data in a way that identifies any individual or Customer as the source of the data.
- Third-Party Apps. Third-Party Apps are subject to their own terms and privacy policies. Customer is responsible for reviewing those terms and policies before using Third-Party Apps. Company is not responsible for Third-Party Apps and does not warrant or support them. By enabling a Third-Party App that uses or accesses Customer Content, Customer authorizes the transfer of that data to the Third-Party App and, if applicable, will ensure that such data transfer complies with all applicable laws.
- Prohibited Content. Customer will not and will ensure Authorized Users do not upload, post, record, or transmit any harmful, offensive, unlawful, or otherwise objectionable content to Company or the Services, including content that: (a) is threatening, abusive, harassing, defamatory, vulgar, obscene, discriminatory, or hateful; (b) infringes any patent, trademark, trade secret, copyright or other intellectual property right or violates the rights of others in any way; (c) contains pornography or sexually explicit material; (d) is harmful to minors; (e) promotes or provides instructional information about illegal activities or promotes physical harm or injury to any group or individual; or (f) is likely to deceive or mislead any person.
- Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. We own the Services and all of our trademarks, logos, branding, and any other Content that we create in connection with the Services (“Company Content”), including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Company Content and the Services (collectively, “Company IP”). Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Company IP are retained by us.
- Customer owns and will continue to own all intellectual property rights in Customer Content. Customer grants Company a worldwide non-exclusive license to access, use, process, copy, modify, distribute, perform, export, and display Customer Content solely to provide the Services or as otherwise described in these Terms. Customer represents and warrants that it has secured all necessary licenses to provide the foregoing license.
- If Customer or Authorized Users provide Feedback to Company, Company may use it without restriction or obligation.
Copyright Infringement and Digital Millennium Copyright Act
We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent”:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
- A description of the copyrighted work that you claim has been infringed upon.
- A description of where the material that you claim is infringing is located on the Services.
- Your address, telephone number, and email address.
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law.
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
All notices of copyright infringement claims should go to our Copyright Agent at [email protected].
- Fees. Customer agrees to pay the Fees in accordance with the payment terms set forth on the Order. Customer is responsible for paying applicable Taxes.
- Automatic Renewal; Cancellation. Unless otherwise stated on an Order, each Subscription Term will automatically renew, unless Customer cancels their subscription at least 60 days prior to renewal. Customer authorizes Company to charge Customer’s credit card on file or invoice Customer for each renewal until Customer cancels their subscription.
- Downgrades. If Customer fails to pay Fees when they are due, Company may downgrade Customer to a free plan upon reasonable notice. If Customer is downgraded, Customer may lose access to certain features or functionality, but these Terms will continue to apply.
- Free Trials. Company may, at its sole discretion, offer access to the Services with a free trial for a limited period of time ("Free Trial"). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Company until the Free Trial has expired. On the last day of the Free Trial period, unless you have cancelled your subscription, you will be automatically charged the applicable subscription fees for the type of subscription plan applicable to the Free Trial. At any time and without notice, Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
- Price Changes. If Company increases its pricing, Company will provide prior notice of the new pricing, and the new pricing will go into effect on renewal. If Customer does not terminate its subscription before renewal, Customer authorizes Company to collect payment for the increased pricing.
- Term. These Terms will continue in effect until terminated as described below.
- Termination by Customer. Customer may terminate these Terms at any time by deleting Customer’s account, including all associated Administrator and Authorized User accounts. Customer will be responsible for paying for the applicable Subscription Term in full and is not entitled to any refund of subscription fees.
- Suspension or Termination by Company. Company may suspend Customer’s access to the Services or terminate these Terms and Customer’s access to the Services: (a) to the extent required by law, (b) to prevent injury, death, or a credible risk of harm to Company, the Services, or its users, or (c) for material violations of our terms and policies. If practicable, Company will use reasonable efforts to contact Customer and give Customer the opportunity to resolve the issue prior to such suspension or termination.
- Survival. Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers
Links to other Sites
If there are other websites and resources linked to on the Services, these links are provided only for the convenience of our users. We have no control over the contents of those websites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the Terms and conditions of use for such websites.
No Guarantee of Service
Although we hope to make the Services available at all times in the future, there may be times when we need to disable the Services either temporarily or permanently. The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. Keep this in mind as Company will not be liable if all or any part of the Services is unavailable at any time, for any period of time. Also, from time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users. We cannot and do not make any representations or warranties with respect to the devices you use to access or use the Services, including with respect to device compatibility.
Disclaimer of Warranties
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU FURTHER WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES CONTAINED HEREIN. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS, INCLUDING WITHOUT LIMITATION THE NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT.
Limit of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SERVICES. COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO FEES ACTUALLY PAID BY YOU IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED U.S. DOLLARS ($100). THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
You shall indemnify, defend and hold harmless Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from (a) your violation of these Terms, (b) your use of the Services, (c) any of Customer Content, (d) your violation of any third party right, (e) your breach of applicable law, or (f) your negligence or willful misconduct.
This Agreement shall be governed by the laws of the State of Florida, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in Osceola County, Florida.
Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with Company and limits the manner in which you can seek relief from us
- Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
- Pre-Arbitration Dispute Resolution. Company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Company should be sent to the address: 115 N Stewart Ave Kissimmee, Florida 34741 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.
- Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
- Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer_arbitration . If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
- Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Company will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
- Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
- Future Changes to Arbitration Agreement. Notwithstanding any provision in this Terms of Service to the contrary, Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
These Terms constitute the sole and entire agreement between you and Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. No waiver of these Terms by Company shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Company’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.
All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: [email protected].
You agree that we may identify you as a customer and advertise or publicize our provision of the Services to you, including on our website or in our promotional materials. You grant us a non-exclusive, worldwide, right and license to use your company name and logo in marketing, sales, financial, and public relations materials and other communications for purposes of identifying you as a customer. You may opt out of this by emailing us at the address above.
Use of Data
Backtrack's use and transfer to any other app of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.