Updated February 1, 2024

The following Terms of Service (the “Terms”) constitute a binding agreement between you and Hive Talent Acquisition Technologies, Inc. ( “we,” “us” or “our”) with respect to your access to or use of the Services (as defined herein). The Service is offered subject to your acceptance, without modification, of all terms and conditions set forth herein. 

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT”, BY ACCESSING, USING OR INSTALLING THE SERVICES OR ANY PORTION THEREOF IN ANY MANNER, OR BY PLACING ANY ORDER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, our PRIVACY POLICY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE ; AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS, USE, INSTALL, OR ORDER THE SERVICES. 

WE MAY REFUSE ACCESS TO OR USE OF THE SERVICES FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICES ARE REVOKED IN SUCH JURISDICTIONS.

“You” as used herein means the natural person or entity that has agreed to be bound by these Terms, including, without limitation, (i) enterprises that purchase or otherwise register for access to the Service on a subscription or other basis (a “Subscriber”), (ii) individual employees or representatives of a Subscriber who access or use the Service as an authorized user of such Subscriber (an “Authorized User”), or (iii) a person or entity, other than a Subscriber or Authorized User, to whom Subscriber provides services and who, in furtherance of and to facilitate Subscriber’s provision of such services, is authorized by a Subscriber to access and use the Services (a “Client User”). 

1. THE SERVICES.
This Agreement governs  your use of our services and artificial intelligence technologies (collectively, “Services”), including our websites, applications, add-ons, plug-ins, components, functionality, and programs. The scope of your access to the Service may be determined or otherwise limited by our payment terms as identified and described on our order form  or through such other ordering process (including via telephone, email, or online registration) as may be permitted by us from time to time (each, an “Order”).  We may choose not to accept Orders at its sole and absolute discretion.  Unless otherwise stated in an Order, all Orders accepted by us shall be subject to these Terms.

2. CHANGES TO THE AGREEMENT.
We reserve the right to modify or change these Terms, as well as the fees and other amounts charged for the Service, at any time and in our sole discretion. Any modifications or changes will be effective immediately upon posting at our website (the “Site”), unless otherwise specified in the updated Terms. You waive any right you may have to receive specific notice of any modifications or changes, except as otherwise required by law. Your continued access to and use of the Site and Service confirms your acceptance of these Terms and any changes or modifications made to these Terms. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Site and Service.

 

3. ACCESS TO THE SERVICES.

a. Subscribers and Authorized Users.  Subject to and conditioned upon Subscriber’s compliance with the terms and conditions of these Terms, including payment of applicable fees,  we will provide to Subscriber’s Authorized Users access to and use of the Service, in during the period of Subscriber’s continued payment of applicable fees(or Free Trial, if applicable). 

b. Client Users. Subject to and conditioned upon Client User’s compliance with these Terms, we will provide to Subscriber’s Client Users, during the period of Subscriber’s continued payment of applicable fees (or Free Trial, if applicable), access to and use of those Client User-facing portion of Service. After providing appropriate log-in or other credentials, a Client User may, among other things, chat with our AI tax assistant, submit or upload User Content (as defined herein).

c. Rights of Subscriber. As between us and Subscriber, Subscriber shall be responsible for determining the scope and level of each Authorized User’s and Client User’s access to the Service; subject, however, to the scope and limitations of the rights granted under Sections 3(a)-(d) hereof.  Subscriber may, at any time and in its sole discretion, revoke or limit the access of any Authorized User or Client User to the Service. If, at any time, Subscriber ceases to classify an entity or individual as an Authorized User or Client User hereunder, all rights of such person or entity to access or use the Service, shall immediately cease. 

d. Limitations. The rights granted under Section 3(a)-(c) hereof are non-exclusive, non-transferable, non-sublicensable, and revocable (in accordance with the terms hereof). We may suspend or terminate Subscriber’s or any Authorized User’s or Client User’s access to the Service or any component thereof if we reasonably determine that Subscriber or such Authorized User or Client User has violated part of these Terms.

 

4. USER ACCOUNTS.
In order to access and use the Service or certain features thereof, you may be required to establish a user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account.You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify us of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, and other credentials. You will cooperate fully with us and take all actions that we reasonably deem necessary to maintain or enhance the security of the Service, our computing systems and networks, and your access to the Service. We are not and shall not be deemed liable for any loss or damage to you arising from your (or, if you are a Subscriber, your Authorized Users’, or Client Users’) failure to comply with this Section 4. 

 

5. RESTRICTIONS.
You shall not and shall ensure that any third parties (including, if you are a Subscriber, your Authorized Users or Client Users) do not : (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party (except if you are a Subscriber, you may grant your Authorized Users and Client Users with access to the Services); (iii) remove any copyright or proprietary notices contained in the Service or any output thereof; (iv) attempt to or successfully breach, disable or tamper with, or develop or useany workaround for, any security measure provided or used by the Service; (v) access the Service via any bot, web crawler or non-human user; (vi) access or use the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (vii) make any use of, or take any other action with respect to, the Site or  Service or any component thereof in a manner that violates applicable law or any provision of these Terms.

 

6. USER CONTENT.
As between you and us, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content and other information, materials, or content that you (or, if you are a Subscriber, that an Authorized User or Client User) uploads, inputs, or posts, or authorizes for upload or input or posting, to or otherwise in connection with the Service.  Without limiting the generality of the foregoing, you shall not (nor, if you are a Subscriber, shall you permit any Authorized User or Client User to) upload, input or post (or authorize the upload, input or posting of) any User Content or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any party; (ii) violates any applicable law; (iii) is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors; or (iv) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. You acknowledge and agree that we do not, nor is it obligated to, monitor or police any communications or data, information, materials, or content (including User Content) transmitted through or posted to the Site or the Service. We will not be responsible for such data, information, materials, or content (including User Content).  Notwithstanding the foregoing, however, we may, at its option and in its sole discretion, remove or delete from the Site or Service any data, information, materials, or content (including any User Content) that we determine violates these Terms.  For purposes of these Terms, “User Content” means any data, materials, trademarks, logos, trade names, or information that you upload or input (or if you are a Subscriber, that any Authorized User uploads or inputs) into or otherwise provide to us in connection with your use of the Site or Service.

 

7. USER OBLIGATIONS.
You are responsible for your use of the Service and compliance with these Terms, and for all User Content.  You agree to (i) obtain all third-party consents or approvals that may be necessary for the collection, use,  transmission, and uploading of User Content or other content sent to the Service by you or on your behalf (or, in the case of a Subscriber, by or on behalf of your Authorized Users or Client Users), and (ii) comply with all applicable laws and regulations with respect to your access to or use of the Service, including without limitation those pertaining to privacy, data security, and publicity.  If you are a Subscriber, you are liable to us for any violation of these Terms by your Authorized Users or Client Users and for all activities conducted through the User Accounts of your Authorized Users and Client Users. 

 

8. TECHNICAL REQUIREMENTS.
You acknowledge and agree that the access to and use of the Service by you (and, if you are a Subscriber, by any Authorized User or Client User) is dependent upon access to telecommunications and Internet services. You acknowledge that we are not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you (or, if you are a Subscriber, that any Authorized User or Client User) may need to access and use the Service, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.

 

9. TERM AND TERMINATION.
These Terms remain in full force and effect throughout your use of the Service and Site. We may terminate or restrict your access to any or all of the Service or your User Account, for any reason, and without warning, and we reserve the right to discontinue or modify any aspect of the Service at any time. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts which become due for payment before or after termination and immediately cease to use the Service.

 

PAY PER USE AND PAY PER USE SERVICES FEES

a. Pay Per Use. The Service is offered on a pay per use basis and in accordance with the product selected by Subscriber (a “Pay Per Use”). We may modify, terminate, or replace the Service or any Pay Per Use from time to time in our sole discretion and without prior notice.  You should carefully review the scope and limitations of any Pay Per Use prior to using the Pay Per Use Services.

b. Pay Per Use Service Fees. As consideration for our provision of the Service on a Pay Per Use basis hereunder, Subscriber will pay to us all implementation fees, service fees (including, without limitation, any processing or similar fees) and amounts described in the ordering process (collectively, “Pay Per Use Fees”). Subscriber must have a current Payment Method on file with us in order to access (or permit Authorized Users or Client Users to access) the Service on a Pay Per Use basis. By providing a Payment Method to us, Subscriber is expressly authorizing us to charge Subscriber all Pay Per Use Fees applicable to Subscriber’s Pay Per Use Plan at the then-current Pay Per Use rate for all Pay Per Use usage in the applicable payment period. Unless otherwise expressly established in writing by us, the Pay Per Use Fees applicable to Subscriber’s Pay Per Use Plan shall be as posted at https://www.hivetax.ai/pricing as of the payment due date. We will bill all applicable Pay Per Use Fees at the end of month in which any Pay Per Use Services are used and to the Payment Method Subscriber provides during the ordering process(or to a different Payment Method if Subscriber advises us in writing of a change and provides an alternate, valid Payment Method). ALL FEES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.

c. Pay Per Use Fee Changes. Subscriber acknowledges that the amount billed for the use of service may vary due to promotional offers and/or changes to the pay per use service fees made by us.  In the event of any changes to the pay per use service fees, the Payment Method will automatically be charged for the new rate for your next billing cycle. 

d. Taxes. The fees specified in these Terms are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”).  Subscriber shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on our net income.

e. Promotions. We may offer from time to time promotions that may affect Pay Per Use pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

f. Free Trials. Access to the Service pursuant to a Pay Per Use Plan may be preceded by a free trial (a “Trial”). We reserve the right, in our sole discretion, to determine your eligibility for a Trial.  If you receive a Trial, you may only use those portions of the Service included in your Trial, only for the duration of that Trial, and only for the purpose of evaluating the desirability of purchasing the Service.  Upon the expiration of any Trial period, your access to the Service will cease, except where you have purchased and/or registered for a Pay Per Use Plan in accordance with the terms hereof.

 

 

10. FREE TRIALS. 

Access to the Service pursuant to a Pay Per Use Plan may be preceded by a free trial (a “Trial”). We reserve the right, in our sole discretion, to determine Subscriber eligibility for a Free Trial.  If Subscriber receives a Trial, you may only use those portions of the Service included in the Trial, only for the duration of that Trial, and only for the purpose of evaluating the desirability of purchasing the Service.  Upon the expiration of any Trial period, your access to the Service will cease, except where Subscriber has purchased and/or registered for paid Services  in accordance with the terms hereof. Notwithstanding any other provisions in these Terms, access to the Services during a Trial period is on an “as-is” basis without any representations, warranties and/or conditions of any kind and we reserve the right to cancel your rights to use our Services on Trial at any time. Any data or content uploaded to the Services by you may be permanently lost upon expiry of the Trial period. If you continue to use the Services after the conclusion of the Trial period, you understand that these Terms will also govern your ongoing use of those Services and agree that we may retain data you’ve provided to us during the Trial period, such retention to be in accordance with our Privacy Policy. For the avoidance of doubt, all Authorized User and Client User access to the Services may be automatically terminated after a Trial period where the Subscriber does not thereafter purchase Services from us. 

 

 

11. REFERRALS.  We encourage our Subscribers to let other professionals know about our company and the Services we provide.  Where a Subscriber refers us to another professional, we will offer a referral fee for each such referral (a “Referral Fee”). In order to be eligible to receive a Referral Fee, we will first confirm that the referred party  is a valid potential subscriber,  through email address and other verification means[.  Once a referred party is validated as a prospective purchaser of our Services and makes a first purchase or signs onto a Free Trial with us, a corresponding Referral Fee will be posted to the Subscriber’s account. Referral Fees will be distributed to Subscriber on a quarterly basis and may be issued in the form of fee credits for future use of our Services. Referral Fees are subject to a maximum limit of $500 per quarter. The specifics of the Referral Fee are subject to change at our discretion and we may cancel this referral program at any time.

 

12. DOCUMENT RETENTION; DATA USE.

a. Our Obligations. As between you and us, Subscriber  is solely and exclusively responsible for the backing up and archiving of all of your User Content or any other of your information, data, or materials. You agree and acknowledge that any information provided to us in connection with the Services, such as but not limited to User Content, is not and does not qualify as information disclosed under 26 U.S. Code § 7216 and that We are in no way subject to 26 U.S. Code § 7216 or liable to Subscriber under this title or any equivalent or similar state or local laws. While we adhere to reasonable policies and procedures intended to prevent the loss of User Content, including a daily system back-up regime, we do not make any representations, warranties or guarantees that the User Content or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY USER CONTENT.

b. Document Retention. As between you and us, you are and shall be fully and completely responsible for all document retention or other legal requirements with respect to or arising from the User Content or your use or access to the Service.  Without limiting the generality of the foregoing, and except as expressly set forth in this Section 13 or  our Privacy Policy), we shall have no obligation to maintain any User Content or work product generated by or related to your use of the Service.

c. Data Use Rights. You acknowledge that, in order for us to deliver the Service at a high level of quality, we require the ability to apply its algorithms, know-how and methodology. Accordingly, and notwithstanding anything herein to the contrary, you hereby grant to our permission to use, on an aggregated and de-identified basis, any User Content or other information that we learn, acquire, or obtain in connection with these Terms, for the purposes of providing and improving the Service and our products and services. You also grant our permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

d. Feedback. To the extent you provide us with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, “Feedback”), you hereby assign and agree to assign to us all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that we will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or our other technologies, products and services, without compensation or other obligation to you.   

 

13. PRIVACY.
You acknowledge and agree that all information collected by us on our through our Services or Site, including User Content,  is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to such information in compliance with our Privacy Policy.

 

14. INTELLECTUAL PROPERTY.

a. Our Intellectual Property. As between you and us, the Service, Site, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive our property or its licensors.

b. User Content. As between you and us the User Content, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Subscriber, Authorized User or Client User, as the case may be. We may use the User Content only for the purposes of providing services to Customer and such other purposes as are expressly authorized hereunder, including as set forth in Section 13.  In furtherance thereof, you hereby grant to us a non-exclusive, worldwide, transferable, sub-licensable, royalty-free, fully paid-up license to use, copy, transmit, store, back-up, and otherwise process your User Content for the purpose of providing the Service and related products and services to you, and for such other purposes as expressly set forth herein.

 

15. REPRESENTATIONS AND WARRANTIES; OTHER TERMS.

a. Representations and Warranties. You represent, warrant, and covenant that:

i. You are authorized to use the Service and to access all information and data (including all User Content) that you input or import into the Service, including any such information or data inputted or imported into the Service by any person you have authorized to use the Service;

ii. You own or otherwise have any and all necessary rights in and third party consents relating to such information and data, so that our receipt, possession, and processing of such information and data (including any User Content) does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or any privacy or other rights of any third party or violate any applicable law, rule, or regulation;

iii. You are authorized to access the processed information and data (including User Content) that is made available to you through your access to and use of the Service (whether that information and data is your own or that of anyone else); and

iv. If you are a Subscriber or Authorized User, you are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to these Terms, the Service, or the provision thereof. 

b. Other Terms. You acknowledge and agree that:

i. If you access or use the Service on behalf of or for the benefit of anyone other than you (whether a body corporate or otherwise): (1) you are responsible for ensuring that you have the right to do so; and (2) we have no obligation to provide any person access to any User Content without Subscriber’s authorization and may refer any requests relating to User Content or other information to Subscriber;

ii. We are not your accountant or attorney and use of the Service does not constitute the receipt of accounting or legal advice. If you have any accounting or legal questions, please contact an accountant or attorney, as the case may be;

iii. It is solely your responsibility to determine that the Service meets your needs and/or the needs of your business, as applicable,  and is suitable for the purposes for which it is used;

iv. You remain solely responsible for complying with all applicable accounting, tax, and other laws. You are responsible for and shall confirm, prior to use of the Service, that the storage of and access to the User Content or other documents or data via the Service complies with laws applicable to you (including any laws requiring you to retain records).

 

16. DISCLAIMERS.
THE SERVICES ARE INFORMATIONAL ONLY AND DO NOT CONSTITUTE TAX PREPARATION SERVICES UNDER APPLICABLE LAW. WE ARE NOT TAX PROFESSIONALS OR A TAX PROFESSIONAL OR TAX PREPARATION AGENCY. ALL CLIENT USER USE OF OUR SERVICES IS SUBJECT TO THE PROFESSIONAL SERVICES AND ADVICE AS PROVIDED TO CLIENT USERS BY THE SUBSCRIBER. 

 

THE SERVICES AND SITE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR SERVICES OR ANY OUTCOMES, RESULTS OR ACTIONS TAKEN IN CONNECTION WITH THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT (I) THE SERVICES OR THE SITE, OR ANY OUTCOMES OR RESULTS GENERATED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; (II) THAT DEFECTS WILL BE CORRECTED; (III) THAT THE SERVICES, SITE, OR ANY SERVERS, SYSTEMS OR TECHNOLOGIES THAT MAKE THE SITE OR SERVICES= AVAILABLE OR OPERATIONAL ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;  (IV) OR THAT THE SERVICES OR SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND US, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICES, SITE, AND ALL CONTENT AND RESULTS GENERATED THEREBY. Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the exclusions and/or limitations in this Section 17 may not apply to you.

 

Our Services use machine learning models that generate predictions based on patterns in data and output generated by a machine learning model is probabilistic; therefore the output generated by our Services (“Output”) may not be accurate or consistent. When you use our Services you understand and agree that: Output may not always be accurate or consistent. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice. You are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of the Services. You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services. You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. Our Services may provide incomplete or incorrect Output, or Output that does not represent our views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with us. 

 

17. INDEMNITY.
You agree to indemnify, defend, and hold our and its officers, directors, employees, agents, licensors, and service providers harmless from and against any actions, claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or resulting from (a) your access to and use of (and with respect to a Subscriber, your Authorized User’s or Client User’s access to and use of) the Service or Site, or any violation of these Terms or applicable law; (b) our making available information or data (including User Content) to any person with your authorization; and (c) our refusal to provide any person access to your information or data (including User Content) in accordance with these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any Claims subject to indemnification by you under this Section, and in such event you agree to cooperate with us in defending such Claim.

 

18. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICES PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES OR SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, WE ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO ANY CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. If you are not satisfied with the Service, your sole and exclusive remedy is to cease all use of the Service and, in the case of Subscribers, to cancel your  Pay Per Use Plan.

 

19. HELP DESK.
If you encounter technical problems when using the Service, please consult our Knowledge Base  If you still require technical assistance, please email our customer support team.

 

 

20. MISCELLANEOUS.

a. Geographic Restrictions.  We make no claims that the Service or the Site are accessible or appropriate for use outside of the United States. Access to and use of the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

b. Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.

c. Assignment. You may not assign or transfer any rights to any other person without our prior written consent. Any purported assignment in violation of this paragraph is void and of no effect.  These Terms shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

d. Governing Law and Venue. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

e. Waiver of Jury Trial. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

f. Notices. Any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to us must be sent to customer support team. Notices to you will be sent to any email address associated with your User Account or, in the case of Subscribers, to the address listed on your Order. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

g. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

h. Entire Agreement. These Terms, together with  Privacy Policy (and, f you are s Subscriber your applicable Order Form(s)) constitute the sole and entire agreement between you and us with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. The provisions of the following Sections of these Terms will survive any termination hereof: Sections 5-7, 9, 10(g), 13-19, and 21 and such other provisions or clauses that by their nature should reasonably be interpreted to survive termination based on subject matter or context.

 

21. QUESTIONS.
If you have any questions about the Service or these Terms, please email us.