IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS, YOU AGREE TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE “GOVERNING LAW; DISPUTE RESOLUTION” SECTION BELOW FOR DETAILS REGARDING ARBITRATION.
You are an Authorized User (as defined below) on a platform controlled by one of our customers (each a “Customer”), which could be your employer or an organization with which you have a working relationship. The Customer has provided you access to the Subscription Services. The Customer has separately agreed to our Terms & Conditions (the “Agreement”) that permitted Customer to create and configure a workspace so that you and others could join and use the Subscription Services (each invitee granted access to the Subscription Services, including you, is an “Authorized User”). The Agreement contains the rules governing Customers and their Authorized Users’ use of the Subscription Services.
You may use the Subscription Services only if you are 18 years old or older and capable of forming a binding contract and not otherwise barred from using the Subscription Services under applicable law.
At any time, an Authorized User will not, directly or indirectly:
- use the Subscription Services in any manner beyond the scope expressly granted to you by the Customer;
- modify or create derivative works of the Subscription Services or documentation related to the same, in whole or in part;
- reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part;
- frame, mirror, sell, resell, rent or lease use of the Subscription Services to any other person, or otherwise allow any person to use the Subscription Services for any purpose other than for the benefit of Customer in accordance with this Agreement;
- use the Subscription Services or the related documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or that violates any applicable law;
- interfere with or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby;
- access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by Company for use expressly for such purposes.
You agree that it is Customer’s sole responsibility to (a) inform you and any other Authorized User of any relevant Customer policies and practices related to the use and any settings that may impact your use of the Subscription Services; and (b) respond to and resolve any dispute with you and Customer or you and any other Authorized User relating to the Subscription Services or Customer’s failure to fulfill these obligations.
IGENIUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SUBSCRIPTION SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
Limitation of Liability
IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES EXCEED $100.
Governing Law; Dispute Resolution
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Subscription Services (collectively, “Disputes”) will be resolved SOLELY BY BINDING, INDIVIDUAL ARBITRATION AND NOT IN A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION OR PROCEEDING (“Class Action Waiver”). You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms and that we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms, and if it is found to be unenforceable, then the entirety of this Dispute Resolution Section shall be null and void.Any arbitration hearings will take place in the County of Santa Clara, California unless we both agree to a different location. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form of Demand for Arbitration at www.adr.org.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and neither of us will seek to recover the administration and arbitrator fees we are each responsible for paying unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. As limited exceptions to the foregoing: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
You may not assign any of your rights or delegate access to your account under these Terms, whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld). We may assign these Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
As our business evolves, we may change these Terms. If we make a material change to the Terms, we will provide you with reasonable notice before the change takes effect either by emailing the email address associated with your account or by messaging you through the Subscription Services. You can review the most current version of the present Terms and conditions at any time. Any material revisions to these Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change.
These Terms will be enforced to the fullest extent permitted under applicable law. Except for the Class Action Waiver in the “Governing Law; Dispute Resolution” Section above, if any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law. The remaining provisions of the Terms will remain in effect.
Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.
Termination of the account
These Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Subscription Services is terminated by Customer or us. Please contact Customer anytime and for any reason if you wish to terminate your account.
The sections titled “Limitation of Liability,” “Survival,” “Assignment,” and “Severability” will survive any termination or expiration of the Terms.