These Terms of Service ("Terms") are entered into
between you (acting in your capacity as an employee or other representative of
your company or other entity, if applicable) ("you" or "User")
and Design Manager, Inc., a Delaware corporation, on its own behalf and on
behalf of its Affiliates (collectively, "Company," "we,"
"us,"
and "our").
Please read these Terms carefully. You acknowledge that you have read and understood
these Terms, and agree to be bound by its provisions if you, (i) click "Accept", "I agree",
or a similar checkbox or button referencing these Terms, (ii) access or use the
Company Websites, and/or the Services, (iii) create an Account on the Company
Websites, or (iv) make any printed, oral, or electronic statement accepting these Terms, including on any
order form,
or on the Company Websites. These Terms, together with any documents they expressly
incorporate by reference, govern your access to and use of the Company Websites and all
Services made available to you by us.
IMPORTANT:
THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT
CAREFULLY. SECTION 13 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN
INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND COMPANY
ARE EACH GIVING UP RIGHTS TO SUE EACH OTHER IN COURT OR IN CLASS
ACTIONS OF ANY KIND. FURTHER, SECTION 14 LIMITS THE TIME PERIOD WITHIN
WHICH YOU MAY BRING A CLAIM AGAINST US.
SECTION 5 DESCRIBES CERTAIN AUTO-RENEWALS THAT MAY BE APPLICABLE TO
OUR SERVICES PROVIDED TO YOU. BY ENTERING INTO THESE TERMS AND
CHOOSING SERVICES WITH AUTOMATIC RENEWAL, YOU AFFIRMATIVELY CONSENT
TO SUCH RENEWAL TERMS UNLESS OTHERWISE DOCUMENTED IN A SEPARATE
DOCUMENT OR YOU CANCEL IN ACCORDANCE WITH THIS DOCUMENT.
1. Definitions
The following definitions apply to these Terms:
(a) "Affiliate" means for
any entity, any other entity that, directly or indirectly, Controls, is
Controlled by, or is under common Control with, such entity.
(c) "Content" means all
text, images, video, audio and any other information or materials that are made
available by us to Users (such as you) through the Company Websites or in
connection with the Services.
(d) "Control" means with
respect to any entity, the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such entity,
whether through the ownership of voting securities (or other ownership
interest), by contract or otherwise
(e) "Feedback" means any
ideas, concepts, feedback, reviews, ratings, suggestions, questions, and
know-how that any User (such as you) makes available to us in connection with
the Company Websites or Services.
(f) "Input Data" means any
data that is uploaded by you or on your behalf to the Company Websites, or
otherwise made available by you to us, in connection with the Services.
(g) "Intellectual Property Rights" means any and all intellectual
property rights, including
registered or unregistered rights granted, applied for or otherwise now or
hereafter in existence under or related to any patents, utility models, rights
in designs, copyrights, moral rights, topography rights, database rights, trade
secrets, trademarks, service marks, trade names, domain name rights, know-how,
rights of confidence, or other intellectual property rights, and all rights and
forms of protection of a similar nature or having equivalent or similar effect
to any of these anywhere in the world from time to time.
(h) "Law" means any
statute, regulation, rule, ordinance or other requirement of a governmental or
judicial authority, applicable to the Company Websites, the Services, and the
provision or use thereof.
(i) "Services" means (i)
our provision of the Company Websites, (ii) our provision of any software or
applications through the Company Websites, and (iii) services provided by us to
support interior design professional that you subscribe to on the Company
Websites, including, project management, purchasing, accounting, reporting,
client management, specification creation/management, workflow management, and
budgeting services and tools.
2. Updates to Terms
We may update these Terms at any time by posting the updated Terms on the Company
Websites, by providing notice to you by any reasonable means, and asking you to reconfirm
your acceptance of these Terms. Once you accept the updated Terms, they will apply to your
continued use of the Company Websites and the Services. If you do not agree to the updated
Terms, we may terminate your access to the Company Websites and the Services with 30
days' ("Notice Period") prior notice to you. The version of the Terms you last
accepted will
apply to your use of the Company Websites and the Services during the Notice Period. The "
Last
Updated
" legend at the end of these Terms indicates the date on which these Terms
were last updated.
We may, in our sole discretion, modify, change, or update features available on the Company
Websites and the Services, or any part of it, at any time, for any reason, with reasonable
notice to you.
3. Intellectual Property Rights
(a) Usage Rights:
Subject to your compliance with these Terms, we grant you and any of
your employees or contractors designated by you (such individuals, the "
Authorized
Users
"), the right to access and use the Company Websites and the Services for your
internal business purposes. You are solely responsible for ensuring that your
Authorized Users use the Company Websites and the Services in compliance with
these Terms, and you are responsible for all acts and omissions (including any breach
of these Terms) of your Authorized Users.
(b) Company IP:
Company shall own all rights, title and interest in the Company
Websites and the Services, including all Intellectual Property Rights, in and to the
related technology, processes, methodologies, "look-and feel", Content and materials.
You will not copy, reproduce, disclose, modify, create derivative works of, publicly
display, publicly perform, republish, download, store, or transmit any of the foregoing
without our prior written consent. Further, you hereby assign to us, without any
compensation, all rights to any Feedback provided by you. All rights not expressly
granted in these Terms are reserved exclusively by us, and, for clarity, we do not grant
you the right to use any tradenames, trademarks, branding or logos used on the
Company Websites or in connection with the Services.
(c) Your IP:
You will continue to own all rights, title and interest in any Input Data. You
hereby grant us a non-exclusive, worldwide, fully paid and royalty free, sublicensable
license to collect, use, perform, display, execute, reproduce, distribute, transmit,
modify (including to create derivative works from), or make derivative works from, any
Input Data (whether obtained by us before, on, or after the effective date of these
Terms), as necessary to provide, maintain, or support any of the Company Websites
or to provide any of the Services provided by the Company (whether or not you have
subscribed to the particular Service).
(d) De-Identified Data; Usage Data:
Notwithstanding anything to the contrary in these
Terms, we may use any Input Data to create anonymized, aggregated, or de-identified
data sets in accordance with applicable Law ("
De-Identified Data"). For clarity,
De-Identified Data does not include any Input Data in its raw form and does not identify
you on an individual basis. We will own De-Identified Data (and any Intellectual
Property Rights thereto) and you hereby acknowledge and agree that we may use and
disclose the De-Identified Data for any purpose consistent with applicable Law.
Further, we may collect and use usage and operations data generated and collected in
connection with your use of the Company Websites and the Services (including
service requests, metadata and usage durations and times) ("
Usage Data") to
develop, improve, support, and operate the Company Websites, Services and our
other products and services. We own and will continue to own all right, title, and
interest in and to all Usage Data, including all Intellectual Property Rights therein, and
may use such Usage Data for any legitimate business purpose consistent with
applicable Law. For more information regarding how the Company collects, uses, and
shares information about you, please review the Company's
Privacy Policy.
4. Representations; Warranties; Prohibited Uses
(a) Representations:
You represent and warrant that (i) you are at least 18 years of age
(or the age of majority in your jurisdiction); (ii) if you are accepting these Terms on
behalf of an entity, you have full power and authority to do so; (iii) you are not located
in, under the control of, or a national or resident of any country subject to sanctions by
the United States; (iv) you have not been placed on the U.S. Department of
Commerce's Denied Persons List or identified as a "Specially Designated National" by
the United States government; and (v) you will not access the Services if you have
previously been prohibited from doing so or if any Laws prohibit you from doing so.
We do not intend for the Services to be used by persons or entities in countries or
jurisdictions that require us to obtain a registration or license. If you are in such a
country or jurisdiction, you are not authorized to and agree that you will not use the
Services. You may use the Services only for lawful purposes and in accordance with
these Terms.
(b) Prohibited Use:
You agree not to (i) use the Company Websites or Services in any
way that violates any applicable Law, (ii) use the Company Websites or Services for
any unauthorized, fraudulent, or malicious purpose, (iii) engage in any other conduct
that restricts or inhibits anyone's use or enjoyment of the Company Websites or the
Services, or which, as determined by us, may harm the Company or other users of the
Company Websites or the Services or expose them to liability, (iv) use any robot,
spider, or other automatic device, process, or means to access the Company
Websites, the Content or the Services for any purpose, including monitoring or
copying any such material, (v) reverse engineer or access the Company Websites or
the Services in order to (x) build a competitive product or service, or (y) build a product
or service using similar ideas, features, functions, or graphics, (vi) bypass any security
features on the Company Websites to access systems, data or information not
intended by us to be made accessible to a user, (vii) obtain or attempt to obtain any
materials or information through any means not intentionally made available by us,
(viii) interfere with the operation of the Company Websites or the Services, including,
without limitation, via means of submitting a virus to the Company Websites or
overloading, "flooding," "mailbombing," or "crashing" the Company Websites, or (ix)
sell, resell, rent, publish, transfer, conduct any type of service bureau or time-sharing
operation, or otherwise commercially making available the Company Websites, the
Services, or any Content to any third-party.
(c) AI Training Prohibited:
Content available via the Company Websites or the
Services, including but not limited to text, data, audio, images, and other materials, is
protected by copyright and other intellectual property laws. You are strictly prohibited
from using any Content for the purpose of training, developing, or improving any
machine learning or artificial intelligence models, including but not limited to large
language models, without our explicit written permission.
5. Term and Termination
(a) Term:
Your subscription to the Company Websites or the Services shall be for the
duration listed in the order form, as otherwise agreed by you on the Company
Websites, or if no specific duration has been agreed by you, until terminated by you or
us in accordance with these Terms.
(b) Auto-Renewal:
Unless otherwise stated in a separate document, your subscription
automatically renews, at the then-current fee rates, for periods equal to the initial term
unless you give us at least thirty (30) days' written notice prior to the end of the then-current term by
contacting us. Termination will be effective on the day after the last day
of the then-current subscription term and you will lose access to your Account on the
effective date of termination.
WE DO NOT PROVIDE REFUNDS OR CREDITS FOR
PRE-PAID SUBSCRIPTION FEES.
(c) Termination:
We reserve the right to terminate or suspend your access to the
Company Websites and the Services if you breach the provisions in these Terms and
do not promptly (but in any event within 15 days of receiving notice from us) mitigate
such breach, or for convenience with 30 days prior notice to you. You may terminate
your Account, or stop using the Company Websites or the Services, at any time
without cause, but you will not receive any refund of prepaid fees and will owe us any
unpaid fees for the unexpired term of your subscription.
(d) Data Access Post Termination:
We will retain your data, and make it available to
you at your request, for 30 days after termination or expiry of these Terms. After that
period, we may permanently delete it unless otherwise required by Law.
6. Trial Period.
We may provide you access to our trial program solely for your internal testing and
evaluation of our Services and for no other purpose ("Trial"). We may discontinue
the Trial
at any time without notice and may decide not to make any of the features and
functionality in the Trial generally available. If you do not subscribe to such Services by
the end of the Trial, your data and content processed or created during the Trial will no
longer be available to you. We will not be liable to you or any third party for the loss of
your data or content during the Trial for any reason. The Trial is provided "as-is" and
without warranty of any kind and we shall not have any liability related to your participation
in Trial. By participating in our Trial, you agree to review, engage with, and provide
feedback regarding the Trial.
7. Account
(a) Account Registration:
To access certain parts of the Company Websites and the
Services, you will be asked to provide certain details or other information to register
for an account ("Account"). You shall provide correct, current, and complete
information when registering for an Account. We have the right to disable any
username, password, or other identifier at any time, if in our sole discretion, we
determine that you have violated any provision of these Terms.
(b) Account Security:
You are solely responsible for always keeping your Account
credentials secure and confidential. You are solely responsible for any and all use and
misuse of the Account credentials and all activities under your Account, including by
your designated Authorized Users, whether or not you have authorized any such
activity. You shall not share the same Account access credentials with multiple
Authorized Users.
(c) Account Owner:
Unless otherwise designated, the user who initially created the
Account is designated as the sole owner of the Account ("Account Owner"). The
Account Owner has ultimate authority over the Account and Services available on that
Account, including canceling the Account (which may result in complete loss of all
information on the Account), and incurring fees upon the Account. By accessing and
making use of a particular Account, you understand that any information you provide,
upload, view, modify access in that Account will be under control of the Account
Owner. Account ownership may only be transferred to another user by the Account
Owner, or by the Company at its sole discretion, without liability to you or any other
users of the Account.
8. Fees and Payment
(a)
It is your responsibility to pay the fees associated with the Services you subscribed to,
in accordance with the payment terms listed on the Company Websites. Any fee that
is paid to us is non-refundable. You will make all payments to us, as applicable, in US
dollars and by wire, ACH transfer or credit card. Any late payments (payments not
made within 10 days of the date on which they are due) shall be subject to a service
charge equal to 1.5% per month of the amount due or the maximum amount allowed
by law, whichever is less. We may, from time to time, make changes to (i) the Services
available, including offering new features, functionalities, plans or bundles, and (ii) the
prices for those Services. We will communicate any price changes to you in advance.
Price changes will take effect at the start of the next subscription renewal period
following the date of the price change and, by continuing to use the Services after the
price change takes effect, you will have accepted the new price. If you do not agree to
a price change, you can reject the change by closing your Account or stopping your
use of the Company Websites and the Services.
(b) Payment Processors:
If you are paying the fees by credit card, you authorize us to
charge your credit card or bank account for the fee. You further authorize us to use a
third party to process payments ("Payment Processors"), and consent to the
disclosure of your payment information to such third-party Payment Processors. Your
use of the Company Websites and the Services will also be subject to the terms,
conditions, and privacy policies of such third-party Payment Processors. Your access
to or ability to use the Company Websites and the Services may be suspended, or
you may incur additional charges from the Payment Processor if your billing contact
information is incorrect or not updated in our records. We are not responsible for any
damages arising out of (i) any account suspensions resulting from your incorrect
billing contact information, or (ii) any errors or omissions by the Payment Processor or
by your credit card issuer.
(c) Taxes:
All fees listed on the Company Websites or otherwise communicated to you
are exclusive of taxes imposed on your purchase of the subscriptions, which we will
charge as applicable. You agree to pay any taxes applicable to your use of the
Company Websites or the Services or to your payment of the fees; provided, however,
that you shall have no liability for any taxes based upon our gross revenues or net
income.
9. Third Party Websites
If the Company Websites contain information, links to other sites or resources provided by
third parties, including information submitted by other users of the Services (collectively,
"Third-Party Information"), such Third-Party Information is provided for your
convenience only. We have no control over the Third-Party Information and accept no
responsibility for them or for any loss or damage that may arise from your use of them. If
you access any such Third-Party Information, you do so entirely at your own risk and
subject to the terms and conditions of use for such third party.
The Company Websites may include a community forum or social media channels to
exchange information with other users of the Company Websites and the public.
Company does not support and is not responsible for the accuracy or appropriateness of
content in these community forums.
10. Warranties
We will provide the Company Websites and the Services in a professional and
workmanlike manner in accordance with applicable Laws and generally applicable
industry standards.
OTHER THAN AS EXPRESSLY STATED IN THIS SECTION, THE
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THE
COMPANY WEBSITES AND THE SERVICES, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR
PURPOSE. CONTENT AND OTHER INFORMATION PROVIDED ON THE COMPANY
WEBSITES ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED
TO BE LEGAL, FINANCIAL, ACCOUNTING, REAL ESTATE OR OTHER
PROFESSIONAL ADVICE. WE MAKE NO REPRESENTATION, WARRANTY, OR
GUARANTY THAT THE USE OF THE COMPANY WEBSITES OR THE SERVICES WILL
BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN
COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA,
THAT IT WILL MEET YOUR REQUIREMENTS OR EXPECTATION, OR THAT IT WILL
BE ERROR FREE.
WE DO NOT GUARANTEE COMPATIBILITY OF THE SERVICES WITH ANY SPECIFIC
CUSTOMER CONFIGURATION OF HARDWARE OR SOFTWARE OR ANY THIRD-PARTY PROGRAMS. YOU ARE SOLELY RESPONSIBLE FOR:
PROVIDING ALL
HARDWARE, SOFTWARE, INTERNET ACCESS/TELEPHONE CONNECTIONS, AND
ALL OTHER NETWORK EQUIPMENT NECESSARY TO APPROPRIATELY ACCESS
AND USE OUR SERVICES.
11. Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY,
ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES,
AGENTS, OFFICERS, OR DIRECTORS (COLLECTIVELY, "COMPANY PARTIES") BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE, OR INABILITY
TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, OR ANY CONTENT
AVAILABLE THROUGH THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING
PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF
REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS,
LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED
BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE,
EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF THE COMPANY PARTIES
TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THIS AGREEMENT OR
YOUR USE OR INABILITY TO USE THE COMPANY WEBSITES, ANY CONTENT, OR
THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNTS YOU PAID TO THE
COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD
PRECEDING THE MONTH IN WHICH THE CLAIM ARISES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH
DAMAGES OR LIABILITY. NOTHING IN THIS SECTION WILL BE INTERPRETED AS
EXCLUDING LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE
SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER
ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO CALIFORNIA CIVIL
CODE SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF
YOUR RESIDENCE.
12. Indemnification
You will defend, indemnify, and hold harmless the Company Parties from and against any
third party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or
fees (including reasonable attorneys' fees) arising out of or relating to (1) your violation of
these Terms, (2) your use of any output or Content from the Company Websites or the
Services, (3) any Input Data provided by you, including with respect to violations of any
other party's rights, such as intellectual property or other proprietary rights, and laws
related to privacy or information security; or (4) your violation of any applicable Law.
We will defend, indemnify, and hold you harmless from and against any third party claims,
liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including
reasonable attorneys' fees) arising out of or relating to (i) our violation of these Terms, (ii)
violations of any third party's intellectual property or other proprietary rights, due to the
Content, the Company Websites or the Services; or (iii) our violation of any applicable
Law.
13. Arbitration and Governing Law
YOU WILL SUBMIT ANY DISPUTES ARISING FROM THIS AGREEMENT, THE
COMPANY WEBSITES OR THE SERVICES, INCLUDING DISPUTES ARISING FROM
OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND
BINDING ARBITRATION UNDER
THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION
APPLYING DELAWARE LAW. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL
BE IN NEW YORK, NEW YORK. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL
CAPACITY ONLY — NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS — AND
YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF
ON A CLASS ACTION BASIS. FURTHERMORE, UNLESS YOU AND THE COMPANY
AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE
PERSON'S CLAIMS, AND MAY NOT PRESIDE OVER ANY FORM OF A
REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS
ARE CONFIDENTIAL. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE
FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT
CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A
PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE
SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE
FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY
A COURT ORDER OF PROPER JURISDICTION.
EACH OF COMPANY AND YOU EXPRESSLY WAIVES ITS RIGHT TO GO TO COURT,
TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS
ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO
ANY CLAIM SUBJECT TO ARBITRATION
14. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE
YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF
ACTION OR CLAIM IS PERMANENTLY BARRED.
15. General
If any provision of these Terms is held by a court of competent jurisdiction or arbitrator to
be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and
effect. You and the Company intend that these Terms be enforced to the fullest extent
permitted by applicable Law. Accordingly, you and the Company agree that if any
provision is deemed unenforceable, where possible, it will be modified to the extent
necessary to make it enforceable, which may include its deletion. Neither you or the
Company may assign these Terms without the other party's consent, not to be
unreasonably withheld, conditioned or delayed, provided, that Company may assign these
Terms to any Affiliate, without your prior consent, in connection with any reorganization or
sale transaction. Our failure to act with respect to a breach by you or others does not
waive its right to act with respect to subsequent or similar breaches. A waiver will only be
binding on the Company if it is in a written document signed by the Company. These
Terms constitute the entire agreement between you and the Company with respect to the
Company Websites and the Services. Both you and the Company warrant to each other
that, in entering into these Terms, neither the Company nor you have relied on or will have
any right or remedy based upon any statement, representation, warranty, or assurance
other than those expressly stated in these Terms. No one other than you and the
Company, or our successors and assigns, will have any right to enforce any of these
Terms. These Terms do not create a partnership, joint venture, employment, or other
agency relationship between us. You may not enter into any contract on our behalf or bind
us in any way.
16. Apple Store
This Section 16 applies to the extent you use the Company Websites or the Services on
an Apple phone, mobile device or other device running iOS. You and the Company
acknowledge that these Terms are concluded between you and the Company only, and
not with Apple, and that Apple, and Apple's subsidiaries are third-party beneficiaries of
these Terms, and upon your acceptance of these Terms, Apple will have the right (and will
be considered to have accepted that right) to enforce these Terms against you as a third-party beneficiary.
Subject to these Terms, the Company, not Apple, is responsible for
addressing any claims you may have relating to the Company Websites and Services,
including (i) product liability claims; (ii) any claim for failure to conform to any applicable
legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy,
or similar legislation. In the event of any failure to conform to any applicable warranty, you
may notify Apple, and Apple will refund the related purchase price paid by you for the
applicable iOS application. To the maximum extent permitted by applicable Law, Apple will
have no other warranty obligation whatsoever with respect to the Company Websites or
Services. In addition, Apple has no obligation whatsoever to furnish any maintenance and
support services with respect to the Company Websites and Services. In the event of any
third-party claim that the Company Websites and the Services or your possession and use
thereof infringes that third party's Intellectual Property Rights, subject to these Terms, the
Company, not Apple, will be solely responsible for the investigation, defense, settlement
and discharge of any such intellectual property infringement claim.
17. Google Store
This Section 17 applies to the extent you use the Company Websites or the Services on a
phone, mobile device or other device running the Android operating system. If you access,
download or otherwise acquire a mobile application to access the Company Websites
from the Google Play Store: (a) you acknowledge that these Terms are between you and
Company only, and not with Google, Inc. ("Google"); (b) your use of the
application must
comply with Google's then-current Google Play Terms of Service; (c) Google is only a
provider of Google Play where you obtained the application; (d) Company and not
Google, is solely responsible for the application; (e) Google has no obligation or liability to
you with respect to the application or these Terms; and (f) you acknowledge and agree
that Google is a third-party beneficiary to these Terms as it relates to the application.
* * * * *
Last Modified: September 3, 2025
