Last updated [Jan 31, 2020]
PLEASE
READ THESE TERMS AND CONDITIONS CAREFULLY
These Terms and Conditions constitute a legally
binding agreement made between you, whether personally or on behalf of an
entity (“you”) and [Bouldin & Lawson LLC] (“we,” “us” or “our”), concerning your access to and use of the [Bouldin
& Lawson Customer Care Advantage] mobile application, website, as well as
any other media form, media channel, or mobile website related, linked, or
otherwise connected thereto (collectively, the “App”). You agree that by
accessing the App, you have read, understood, and agree to be bound by all of
these Terms and Conditions Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS and
CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP AND YOU MUST
DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents
that may be posted on the App or related websites from time to time are hereby
expressly incorporated herein by reference. We reserve the right, in our sole
discretion, to make changes or modifications to these Terms and Conditions at
any time and for any reason. We will alert you about any changes by updating
the “Last updated” date of these Terms and Conditions and you waive any right
to receive specific notice of each such change. It is your responsibility to
periodically review these Terms and Conditions to stay informed of updates. You
will be subject to, and will be deemed to have been made aware of and to have
accepted, the changes in any revised Terms and Conditions by your continued use
of the App after the date such revised Terms are posted.
The information provided on the App is not
intended for distribution to or use by any person or entity in any jurisdiction
or country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement within
such jurisdiction or country. Accordingly, those persons who choose to access
the App from other locations do so on their own initiative and are solely
responsible for compliance with local laws, if and to the extent local laws are
applicable.
The App is intended an only licensed to owners
of Bouldin & Lawson equipment, their authorized operators, and assigns
within their respective companies who are at least 18 years old. Persons under
the age of 18 are not permitted to use the App. Our competitors both direct and
indirect are not permitted to use the App.
Unless otherwise indicated, the App is our
proprietary property and all source code, databases, functionality, software,
website designs, audio, video, text, photographs, and graphics on the App
(collectively, the “Content”) and the trademarks, service marks, and logos
contained therein (the “Marks”) are owned or controlled by us or licensed to
us, and are protected by copyright and trademark laws and various other
intellectual property rights and unfair competition laws of the United States,
foreign jurisdictions, and international conventions. The Content and the Marks
are provided on the App “AS IS” for your information and personal use only.
Except as expressly provided in these Terms of Use, no part of the App and no
Content or Marks may be copied, reproduced, aggregated, republished, uploaded,
posted, publicly displayed, encoded, translated, transmitted, distributed,
sold, licensed, or otherwise exploited for any commercial purpose whatsoever,
without our express prior written permission.
By using the App, you represent and warrant
that: [(1) all registration information you submit will be true, accurate,
current, and complete; (2) you will
maintain the accuracy of such information and promptly update such registration
information as necessary;] (3) you
have the legal capacity and you agree to comply with these Terms of Use; [(4)
you are not under the age of 18;] (5) not a minor in the jurisdiction in which
you reside. (6) you will not access the App through automated or non-human
means, whether through a bot, script or otherwise; (7) you will not use the App
for any illegal or unauthorized purpose; and (8) your use of the App will not
violate any applicable law or regulation.
If you provide any information that is untrue,
inaccurate, not current, or incomplete, we have the right to suspend or
terminate your account and refuse any and all current or future use of the App
(or any portion thereof).
If you are authorized to use the App you will be
required to register with the us. You agree to keep your license code
confidential. You also agree to obtain separate license codes for each
individual requiring a license in your company. Attempts to reuse a license
code will result in both devices becoming ineligible to run the App.
You may not access or use the App for any
purpose other than that for which we make the App available. The App may not be
used in connection with any commercial endeavors except those that are
specifically endorsed or approved by us.
As a user of the App, you agree not to:
1. systematically retrieve data or other content
from the App to create or compile, directly or indirectly, a collection,
compilation, database, or directory without written permission from us.
2. make any unauthorized use of the App, including
collecting usernames and/or email addresses of users by electronic or other
means for the purpose of sending unsolicited email, or creating user accounts
by automated means or under false pretenses.
3. use a buying agent or purchasing agent to make
purchases on the App.
4. use the App to advertise or offer to sell goods
and services.
5. circumvent, disable, or otherwise interfere with
security-related features of the App, including features that prevent or
restrict the use or copying of any Content or enforce limitations on the use of
the App and/or the Content contained therein.
6. engage in unauthorized framing of or linking to
the App.
7. trick, defraud, or mislead us and other users,
especially in any attempt to learn sensitive account information such as user
passwords or license codes;
8. make improper use of our support services or
submit false reports of abuse or misconduct.
9. engage in any automated use of the system, such
as using scripts to send comments or messages, or using any data mining,
robots, or similar data gathering and extraction tools.
10. interfere with, disrupt, or create an undue
burden on the App or the networks or services connected to the App.
11. attempt to impersonate another user or person or
use the username of another user.
12. sell or otherwise transfer your profile.
13. use any information obtained from the App in
order to harass, abuse, or harm another person.
14. use the App as part of any effort to compete
with us or otherwise use the App and/or the Content for any revenue-generating
endeavor or commercial enterprise.
15. decipher, decompile, disassemble, or reverse
engineer any of the software comprising or in any way making up a part of the App.
16. attempt to bypass any measures of the App
designed to prevent or restrict access to the App, or any portion of the App.
17. harass, annoy, intimidate, or threaten any of
our employees or agents engaged in providing any portion of the App to you.
18. delete the copyright or other proprietary rights
notice from any Content.
19. copy or adapt the App’s software, including but
not limited to Flash, PHP, HTML, JavaScript, or other code.
20. upload or transmit (or attempt to upload or to
transmit) viruses, Trojan horses, or other material, including excessive use of
capital letters and spamming (continuous posting of repetitive text), that
interferes with any party’s uninterrupted use and enjoyment of the App or
modifies, impairs, disrupts, alters, or interferes with the use, features,
functions, operation, or maintenance of the App.
21. upload or transmit (or attempt to upload or to
transmit) any material that acts as a passive or active information collection
or transmission mechanism, including without limitation, clear graphics
interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar
devices (sometimes referred to as “spyware” or “passive collection mechanisms”
or “pcms”).
22. except as may be the result of standard search
engine or Internet browser usage, use, launch, develop, or distribute any
automated system, including without limitation, any spider, robot, cheat
utility, scraper, or offline reader that accesses the App, or using or
launching any unauthorized script or other software.
23. disparage, tarnish, or otherwise harm, in our
opinion, us and/or the App.
24. use the App in a manner inconsistent with any
applicable laws or regulations.
25. provide use of the App to any unauthorized
person either through the loan or transfer of a licensed device
USER
GENERATED CONTRIBUTIONS
The App may invite you to chat, contribute to,
or participate in blogs, message boards, online forums, and other
functionality, and may provide you with the opportunity to create, submit,
post, display, transmit, perform, publish, distribute, or broadcast content and
materials to us or on the App, including but not limited to text, writings,
video, audio, photographs, graphics, comments, suggestions, or personal
information or other material (collectively, "Contributions").
Contributions may be viewable by other users of the App and through third-party
webApps. As such, any Contributions you transmit may be treated as
non-confidential and non-proprietary. When you create or make available any
Contributions, you thereby represent and warrant that:
1. the creation, distribution, transmission, public
display, or performance, and the accessing, downloading, or copying of your
Contributions do not and will not infringe the proprietary rights, including
but not limited to the copyright, patent, trademark, trade secret, or moral
rights of any third party.
2. you are the creator and owner of or have the
necessary licenses, rights, consents, releases, and permissions to use and to
authorize us, the App, and other users of the App to use your Contributions in
any manner contemplated by the App and these Terms of Use.
3. you have the written consent, release, and/or
permission of each and every identifiable individual person in your
Contributions to use the name or likeness of each and every such identifiable
individual person to enable inclusion and use of your Contributions in any
manner contemplated by the App and these Terms of Use.
4. your Contributions are not false, inaccurate, or
misleading.
5. your Contributions are not unsolicited or
unauthorized advertising, promotional materials, pyramid schemes, chain
letters, spam, mass mailings, or other forms of solicitation.
6. your Contributions are not obscene, lewd,
lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise
objectionable (as determined by us).
7. your Contributions do not ridicule, mock,
disparage, intimidate, or abuse anyone.
8. your Contributions do not advocate the violent
overthrow of any government or incite, encourage, or threaten physical harm
against another.
9. your Contributions do not violate any applicable
law, regulation, or rule.
10. your Contributions do not violate the privacy or
publicity rights of any third party.
11. your Contributions do not contain any material
that solicits personal information from anyone under the age of 18 or exploits
people under the age of 18 in a sexual or violent manner.
12. your Contributions do not violate any federal or
state law concerning child pornography, or otherwise intended to protect the
health or well-being of minors;
13. your Contributions do not include any offensive
comments that are connected to race, national origin, gender, sexual
preference, or physical handicap.
14. your Contributions do not otherwise violate, or
link to material that violates, any provision of these Terms of Use, or any
applicable law or regulation.
Any use of the App in violation of the foregoing
violates these Terms of Use and may result in, among other things, termination
or suspension of your rights to use the App.
By posting your Contributions to any part of the
App [or making Contributions accessible to the App by linking your account from
the App to any of your social networking accounts], you automatically grant,
and you represent and warrant that you have the right to grant, to us an
unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable,
royalty-free, fully-paid, worldwide right, and license to host, use, copy,
reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store,
cache, publicly perform, publicly display, reformat, translate, transmit,
excerpt (in whole or in part), and distribute such Contributions (including,
without limitation, your image and voice) for any purpose, commercial,
advertising, or otherwise, and to prepare derivative works of, or incorporate
into other works, such Contributions, and grant and authorize sublicenses of
the foregoing. The use and distribution may occur in any media formats and
through any media channels.
This license will apply to any form, media, or
technology now known or hereafter developed, and includes our use of your name,
company name, and franchise name, as applicable, and any of the trademarks,
service marks, trade names, logos, and personal and commercial images you
provide. You waive all moral rights in your Contributions, and you warrant that
moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your
Contributions. You retain full ownership of all of your Contributions and any
intellectual property rights or other proprietary rights associated with your
Contributions. We are not liable for any statements or representations in your
Contributions provided by you in any area on the App. You are solely
responsible for your Contributions to the App and you expressly agree to
exonerate us from any and all responsibility and to refrain from any legal
action against us regarding your Contributions.
We have the right, in our sole and absolute
discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to
re-categorize any Contributions to place them in more appropriate locations on
the App; and (3) to pre-screen or delete any Contributions at any time and for
any reason, without notice. We have no obligation to monitor your
Contributions.
We may provide you areas on the App to leave
reviews or ratings. When posting a review, you must comply with the following
criteria: (1) you should have firsthand experience with the person/entity being
reviewed; (2) your reviews should not contain offensive profanity, or abusive,
racist, offensive, or hate language; (3) your reviews should not contain
discriminatory references based on religion, race, gender, national origin,
age, marital status, sexual orientation, or disability; (4) your reviews should
not contain references to illegal activity; (5) you should not be affiliated
with competitors if posting negative reviews; (6) you should not make any
conclusions as to the legality of conduct; (7) you may not post any false or
misleading statements; and (8) you may not organize a campaign encouraging
others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our
sole discretion. We have absolutely no obligation to screen reviews or to
delete reviews, even if anyone considers reviews objectionable or inaccurate.
Reviews are not endorsed by us, and do not necessarily represent our opinions
or the views of any of our affiliates or partners. We do not assume liability
for any review or for any claims, liabilities, or losses resulting from any
review. By posting a review, you hereby grant to us a perpetual, non-exclusive,
worldwide, royalty-free, fully-paid, assignable, and sublicensable right and
license to reproduce, modify, translate, transmit by any means, display,
perform, and/or distribute all content relating to reviews.
If you are an owner of Bouldin & Lawson
equipment, then we grant you a revocable, non-exclusive, non-transferable,
limited right to install and use the mobile application on wireless electronic
devices owned or controlled by you, and to access and use the mobile
application on such devices strictly in accordance with the terms and
conditions of this mobile application license contained in these Terms of Use.
You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive
the source code of, or decrypt the application; (2) make any modification,
adaptation, improvement, enhancement, translation, or derivative work from the
application; (3) violate any applicable laws, rules, or regulations in
connection with your access or use of the application; (4) remove, alter, or obscure
any proprietary notice (including any notice of copyright or trademark) posted
by us or the licensors of the application; (5) use the application for any
revenue generating endeavor, commercial enterprise, or other purpose for which
it is not designed or intended; (6) make the application available over a
network or other environment permitting access or use by multiple devices or
users at the same time; (7) use the application for creating a product,
service, or software that is, directly or indirectly, competitive with or in
any way a substitute for the application; (8) use the application to send
automated queries to any website or to send any unsolicited commercial e-mail;
or (9) use any proprietary information or any of our interfaces or our other
intellectual property in the design, development, manufacture, licensing, or
distribution of any applications, accessories, or devices for use with the
application.
The following terms apply when you use a mobile
application obtained from either the Apple Store or Google Play (each an “App
Distributor”) to access the App: (1) the license granted to you for our mobile
application is limited to a non-transferable license to use the application on
a device that utilizes the Apple iOS or Android operating systems, as
applicable, and in accordance with the usage rules set forth in the applicable
App Distributor’s terms of service; (2) we are responsible for providing any
maintenance and support services with respect to the mobile application as
specified in the terms and conditions of this mobile application license
contained in these Terms of Use or as otherwise required under applicable law,
and you acknowledge that each App Distributor has no obligation whatsoever to
furnish any maintenance and support services with respect to the mobile
application; (3) in the event of any failure of the mobile application to
conform to any applicable warranty, you may notify the applicable App
Distributor, and the App Distributor, in accordance with its terms and
policies, may refund the purchase price, if any, paid for the mobile
application, and to the maximum extent permitted by applicable law, the App
Distributor will have no other warranty obligation whatsoever with respect to
the mobile application; (4) you represent and warrant that (i) you are not
located in a country that is subject to a U.S. government embargo, or that has
been designated by the U.S. government as a “terrorist supporting” country and
(ii) you are not listed on any U.S. government list of prohibited or restricted
parties; (5) you must comply with applicable third-party terms of agreement
when using the mobile application, e.g., if you have a VoIP application, then
you must not be in violation of their wireless data service agreement when
using the mobile application; and (6) you acknowledge and agree that the App
Distributors are third-party beneficiaries of the terms and conditions in this
mobile application license contained in these Terms of Use, and that each App
Distributor will have the right (and will be deemed to have accepted the right)
to enforce the terms and conditions in this mobile application license
contained in these Terms of Use against you as a third-party beneficiary
thereof.
As part of the functionality of the App, you may
link your account with online accounts you have with third-party service
providers (each such account, a “Third-Party Account”) by either: (1) providing
your Third-Party Account login information through the App; or (2) allowing us
to access your Third-Party Account, as is permitted under the applicable terms
and conditions that govern your use of each Third-Party Account. You represent
and warrant that you are entitled to disclose your Third-Party Account login
information to us and/or grant us access to your Third-Party Account, without
breach by you of any of the terms and conditions that govern your use of the
applicable Third-Party Account, and without obligating us to pay any fees or
making us subject to any usage limitations imposed by the third-party service
provider of the Third-Party Account. By granting us access to any Third-Party
Accounts, you understand that (1) we may access, make available, and store (if
applicable) any content that you have provided to and stored in your
Third-Party Account (the “Social Network Content”) so that it is available on
and through the App via your account, including without limitation any friend
lists and (2) we may submit to and receive from your Third-Party Account
additional information to the extent you are notified when you link your
account with the Third-Party Account. Depending on the Third-Party Accounts you
choose and subject to the privacy settings that you have set in such
Third-Party Accounts, personally identifiable information that you post to your
Third-Party Accounts may be available on and through your account on the App.
Please note that if a Third-Party Account or associated service becomes
unavailable or our access to such Third-Party Account is terminated by the
third-party service provider, then Social Network Content may no longer be
available on and through the App. You will have the ability to disable the
connection between your account on the App and your Third-Party Accounts at any
time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS
ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR
AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to
review any Social Network Content for any purpose, including but not limited
to, for accuracy, legality, or non-infringement, and we are not responsible for
any Social Network Content. You acknowledge and agree that we may access your
email address book associated with a Third-Party Account and your contacts list
stored on your mobile device or tablet computer solely for purposes of
identifying and informing you of those contacts who have also registered to use
the App. You can deactivate the connection between the App and your Third-Party
Account by contacting us using the contact information below or through your
account settings (if applicable). We will attempt to delete any information
stored on our servers that was obtained through such Third-Party Account,
except the username and profile picture that become associated with your
account.
You acknowledge and agree that any questions,
comments, suggestions, ideas, feedback, or other information regarding the App
("Submissions") provided by you to us are non-confidential and shall
become our sole property. We shall own exclusive rights, including all
intellectual property rights, and shall be entitled to the unrestricted use and
dissemination of these Submissions for any lawful purpose, commercial or
otherwise, without acknowledgment or compensation to you. You hereby waive all
moral rights to any such Submissions, and you hereby warrant that any such
Submissions are original with you or that you have the right to submit such
Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your
Submissions.
The App may contain (or you may be sent via the App)
links to other websites ("Third-Party websites") as well as articles,
photographs, text, graphics, pictures, designs, music, sound, video,
information, applications, software, and other content or items belonging to or
originating from third parties ("Third-Party Content"). Such
Third-Party websites and Third-Party Content are not investigated, monitored,
or checked for accuracy, appropriateness, or completeness by us, and we are not
responsible for any Third-Party websites accessed through the App or any
Third-Party Content posted on, available through, or installed from the App,
including the content, accuracy, offensiveness, opinions, reliability, privacy
practices, or other policies of or contained in the Third-Party websites or the
Third-Party Content. Inclusion of, linking to, or permitting the use or
installation of any Third-Party websites or any Third-Party Content does not
imply approval or endorsement thereof by us. If you decide to leave the App and
access the Third-Party websites or to use or install any Third-Party Content,
you do so at your own risk, and you should be aware these Terms of Use no
longer govern. You should review the applicable terms and policies, including
privacy and data gathering practices, of any websites to which you navigate
from the App or relating to any applications you use or install from the App.
Any purchases you make through Third-Party websites will be through other websites
and from other companies, and we take no responsibility whatsoever in relation
to such purchases which are exclusively between you and the applicable third
party. You agree and acknowledge that we do not endorse the products or
services offered on Third-Party websites and you shall hold us harmless from
any harm caused by your purchase of such products or services. Additionally,
you shall hold us harmless from any losses sustained by you or harm caused to
you relating to or resulting in any way from any Third-Party Content or any
contact with Third-Party websites.
We do not allow advertisements for any product
not owned by us.
We reserve the right, but not the obligation,
to: (1) monitor the App for violations of these Terms of Use; (2) take
appropriate legal action against anyone who, in our sole discretion, violates
the law or these Terms of Use, including without limitation, reporting such
user to law enforcement authorities; (3) in our sole discretion and without
limitation, refuse, restrict access to, limit the availability of, or disable
(to the extent technologically feasible) any of your Contributions or any
portion thereof; (4) in our sole discretion and without limitation,
notice, or liability, to remove from the App or otherwise disable all files and
content that are excessive in size or are in any way burdensome to our systems;
and (5) otherwise manage the App in a manner designed to protect our rights and
property and to facilitate the proper functioning of the App.
We care about data privacy and security. Please
review our Privacy Policy.
By using the App, you agree to be bound by our Privacy Policy, which is
incorporated into these Terms of Use. Please be advised the App is hosted in
the United States. If you access the App from the European Union, Asia, or any
other region of the world with laws or other requirements governing personal
data collection, use, or disclosure that differ from applicable laws in the
United States, then through your continued use of the App or Services, you are
transferring your data to the United States, and you expressly consent to have
your data transferred to and processed in the United States. [Further, we do not knowingly accept, request, or
solicit information from children or knowingly market to children. Therefore,
in accordance with the U.S. Children’s Online Privacy Protection Act, if we
receive actual knowledge that anyone under the age of 13 has provided personal
information to us without the requisite and verifiable parental consent, we
will delete that information from the App as quickly as is reasonably
practical.]
We respect the intellectual property rights of
others. If you believe that any material available on or through the App
infringes upon any copyright you own or control, please immediately notify our
Designated Copyright Agent using the contact information provided below (a
“Notification”). A copy of your Notification will be sent to the person who
posted or stored the material addressed in the Notification. Please be advised
that pursuant to federal law you may be held liable for damages if you make
material misrepresentations in a Notification. Thus, if you are not sure that
material located on or linked to by the App infringes your copyright, you
should consider first contacting an attorney.
All Notifications should meet the requirements
of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical
or electronic signature of a person authorized to act on behalf of the owner of
an exclusive right that is allegedly infringed; (2) identification of the
copyrighted work claimed to have been infringed, or, if multiple copyrighted
works on the App are covered by the Notification, a representative list of such
works on the App; (3) identification of the material that is claimed to be
infringing or to be the subject of infringing activity and that is to be
removed or access to which is to be disabled, and information reasonably
sufficient to permit us to locate the material; (4) information reasonably
sufficient to permit us to contact the complaining party, such as an address,
telephone number, and, if available, an email address at which the complaining
party may be contacted; (5) a statement that the complaining party has a good
faith belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law; and (6) a statement
that the information in the notification is accurate, and under penalty of
perjury, that the complaining party is authorized to act on behalf of the owner
of an exclusive right that is allegedly infringed upon.
We respect the intellectual property rights of
others. If you believe that any material available on or through the App
infringes upon any copyright you own or control, please immediately notify us
using the contact information provided below (a “Notification”). A copy of your
Notification will be sent to the person who posted or stored the material
addressed in the Notification. Please be advised that pursuant to federal law
you may be held liable for damages if you make material misrepresentations in a
Notification. Thus, if you are not sure that material located on or linked to
by the App infringes your copyright, you should consider first contacting an
attorney.]
These Terms of Use shall remain in full force
and effect while you use the App. WITHOUT LIMITING ANY OTHER PROVISION OF THESE
TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT
NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APP (INCLUDING BLOCKING
CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING
WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT
CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY
TERMINATE YOUR USE OR PARTICIPATION IN THE APP OR DELETE [YOUR ACCOUNT AND] ANY
CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR
SOLE DISCRETION.
If we terminate or suspend your account for any
reason, you are prohibited from registering and creating a new account under
your name, a fake or borrowed name, or the name of any third party, even if you
may be acting on behalf of the third party. In addition to terminating or
suspending your account, we reserve the right to take appropriate legal action,
including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or
remove the contents of the App at any time or for any reason at our sole
discretion without notice. However, we have no obligation to update any
information on our App. We also reserve the right to modify or discontinue all
or part of the App without notice at any time. We will not be liable to you or
any third party for any modification, price change, suspension, or
discontinuance of the App.
We cannot guarantee the App will be available at
all times. We may experience hardware, software, or other problems or need to
perform maintenance related to the App, resulting in interruptions, delays, or
errors. We reserve the right to change, revise, update, suspend, discontinue,
or otherwise modify the App at any time or for any reason without notice to
you. You agree that we have no liability whatsoever for any loss, damage, or
inconvenience caused by your inability to access or use the App during any
downtime or discontinuance of the App. Nothing in these Terms of Use will be
construed to obligate us to maintain and support the App or to supply any
corrections, updates, or releases in connection therewith.
These Terms of Use and your use of the App are
governed by and construed in accordance with the laws of the State of [name of
state] applicable to agreements made
and to be entirely performed within the State/Commonwealth of [name of state],
without regard to its conflict of law principles.
To expedite resolution and control the cost of
any dispute, controversy, or claim related to these Terms of Use (each a
"Dispute" and collectively, the “Disputes”) brought by either you or
us (individually, a “Party” and collectively, the “Parties”), the Parties agree
to first attempt to negotiate any Dispute (except those Disputes expressly
provided below) informally for at least 60 days before initiating arbitration.
Such informal negotiations commence upon written notice from one Party to the
other Party. Any legal action of whatever nature brought by either you or us
(collectively, the “Parties” and individually, a “Party”) shall be commenced or
prosecuted in the state and federal courts located in Warren County, TN, and
the Parties hereby consent to, and waive all defenses of lack of personal
jurisdiction and forum non conveniens with respect to venue and jurisdiction in
such state and federal courts.
If the Parties are unable to resolve a Dispute
through informal negotiations, the Dispute (except those Disputes expressly
excluded below) will be finally and exclusively resolved by binding
arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE
RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced
and conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") and, where appropriate, the AAA’s
Supplementary Procedures for Consumer Related Disputes ("AAA Consumer
Rules"), both of which are available at the AAA website www.adr.org. Your
arbitration fees and your share of arbitrator compensation shall be governed by
the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer
Rules. [If such costs are determined to by the arbitrator to be excessive, we
will pay all arbitration fees and expenses.] The arbitration may be conducted
in person, through the submission of documents, by phone, or online. The
arbitrator will make a decision in writing, but need not provide a statement of
reasons unless requested by either Party. The arbitrator must follow applicable
law, and any award may be challenged if the arbitrator fails to do so. Except
where otherwise required by the applicable AAA rules or applicable law, the
arbitration will take place in [name of county] County, [name of state]. Except
as otherwise provided herein, the Parties may litigate in court to compel
arbitration, stay proceedings pending arbitration, or to confirm, modify,
vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court
rather than arbitration, the Dispute shall be commenced or prosecuted in the
state and federal courts located in [name of county] County, [name of state],
and the Parties hereby consent to, and waive all defenses of lack of personal
jurisdiction, and forum non conveniens with respect to venue and jurisdiction
in such state and federal courts. Application of the United Nations
Convention on Contracts for the International Sale of Goods and the the Uniform
Computer Information Transaction Act (UCITA) are excluded from these Terms of
Use.
In no event shall any Dispute brought by either
Party related in any way to the App be commenced more than 1 years after the
cause of action arose. If this provision is found to be illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling
within that portion of this provision found to be illegal or unenforceable and
such Dispute shall be decided by a court of competent jurisdiction within the courts
listed for jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.
To expedite resolution and control the cost of
any dispute, controversy or claim related to these Terms of Use (each a
"Dispute" and collectively, “Disputes”), any Dispute brought by
either you or us (individually, a “Party” and collectively, the “Parties”)
shall be finally and exclusively resolved by binding arbitration. YOU
UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN
COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted
under the Commercial Arbitration Rules of the American Arbitration Association
("AAA") and, where appropriate, the AAA’s Supplementary Procedures
for Consumer Related Disputes ("AAA Consumer Rules"), both of which
are available at the AAA website www.adr.org. Your arbitration fees and your
share of arbitrator compensation shall be governed by the AAA Consumer Rules
and, where appropriate, limited by the AAA Consumer Rules. [If such costs are
determined to by the arbitrator to be excessive, we will pay all arbitration
fees and expenses.] The arbitration may be conducted in person, through the
submission of documents, by phone, or online. The arbitrator will make a
decision in writing, but need not provide a statement of reasons unless
requested by either Party. The arbitrator must follow applicable law, and any
award may be challenged if the arbitrator fails to do so. Except where
otherwise required by the applicable AAA rules or applicable law, the
arbitration will take place in [name of county] County, [name of state]. Except
as otherwise provided herein, the Parties may litigate in court to compel
arbitration, stay proceedings pending arbitration, or to confirm, modify,
vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court
rather than arbitration, the Dispute shall be commenced or prosecuted in the
state and federal courts located in [name of county] County, [name of state],
and the Parties hereby consent to, and waive all defenses of lack of, personal
jurisdiction, and forum non conveniens with respect to venue and jurisdiction
in such state and federal courts. Application of the United Nations
Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transaction Act (UCITA) are excluded from these Terms of
Use.
In no event shall any Dispute brought by either
Party related in any way to the App or Services be commenced more than ______
years after the cause of action arose. If this provision is found to be illegal
or unenforceable, then neither Party will elect to arbitrate any Dispute
falling within that portion of this provision found to be illegal or
unenforceable and such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction above, and the Parties
agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be
limited to the Dispute between the Parties individually. To the full extent
permitted by law, (a) no arbitration shall be joined with any other proceeding;
(b) there is no right or authority for any Dispute to be arbitrated on a
class-action basis or to utilize class action procedures; and (c) there is no
right or authority for any Dispute to be brought in a purported representative
capacity on behalf of the general public or any other persons.
The Parties agree that the following Disputes
are not subject to the above provisions concerning [informal negotiations and]
binding arbitration: (a) any Disputes seeking to enforce or protect, or
concerning the validity of, any of the intellectual property rights of a Party;
(b) any Dispute related to, or arising from, allegations of theft, piracy,
invasion of privacy, or unauthorized use; and (c) any claim for injunctive
relief. If this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of this
provision found to be illegal or unenforceable and such Dispute shall be
decided by a court of competent jurisdiction within the courts listed for
jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.
There may be information on the App that
contains typographical errors, inaccuracies, or omissions that may relate to
the App, including descriptions, pricing, availability, and various other
information. We reserve the right to correct any errors, inaccuracies, or
omissions and to change or update the information on the App at any time,
without prior notice.
THE APP IS PROVIDED ON AN AS-IS AND AS-AVAILABLE
BASIS. YOU AGREE THAT YOUR USE OF THE APP SERVICES WILL BE AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE APP AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT
THE ACCURACY OR COMPLETENESS OF THE APP’S CONTENT OR THE CONTENT OF ANY WEBAPPS
LINKED TO THIS APP AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY
(1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL
INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS
TO AND USE OF THE APP, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE
SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION
STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM
THE APP, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE APP BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR
OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND
INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE APP. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A
THIRD PARTY THROUGH THE APP, ANY HYPERLINKED WEBAPP, OR ANY WEBAPP OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN
YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE
OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD
USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES,
OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT,
LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APP,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold us
harmless, including our subsidiaries, affiliates, and all of our respective
officers, agents, partners, and employees, from and against any loss, damage,
liability, claim, or demand, including reasonable attorneys’ fees and expenses,
made by any third party due to or arising out of: (1) [your Contributions]; (2)
use of the App; (3) breach of these Terms of Use; (4) any breach of your
representations and warranties set forth in these Terms of Use; (5) your
violation of the rights of a third party, including but not limited to
intellectual property rights; or (6) any overt harmful act toward any other
user of the App with whom you connected via the App. Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the exclusive
defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims. We
will use reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware of
it.
We will maintain certain data that you transmit
to the App for the purpose of managing the App, as well as data relating to
your use of the App. Although we perform regular routine backups of data, you
are solely responsible for all data that you transmit or that relates to any
activity you have undertaken using the App. You agree that we shall have no
liability to you for any loss or corruption of any such data, and you hereby
waive any right of action against us arising from any such loss or corruption
of such data.
Visiting the App, sending us emails, and
completing online forms constitute electronic communications. You consent to
receive electronic communications, and you agree that all agreements, notices,
disclosures, and other communications we provide to you electronically, via
email and on the App, satisfy any legal requirement that such communication be
in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,
ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND
RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE APP. You hereby
waive any rights or requirements under any statutes, regulations, rules,
ordinances, or other laws in any jurisdiction which require an original
signature or delivery or retention of non-electronic records, or to payments or
the granting of credits by any means other than electronic means.
If any complaint with us is not satisfactorily
resolved, you can contact the Complaint Assistance Unit of the Division of Consumer
Services of the California Department of Consumer Affairs in writing at 1625
North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone
at (800) 952-5210 or (916) 445-1254.
These Terms of Use and any policies or operating
rules posted by us on the App constitute the entire agreement and understanding
between you and us. Our failure to exercise or enforce any right or provision
of these Terms of Use shall not operate as a waiver of such right or provision.
These Terms of Use operate to the fullest extent permissible by law. We may
assign any or all of our rights and obligations to others at any time. We shall
not be responsible or liable for any loss, damage, delay, or failure to act
caused by any cause beyond our reasonable control. If any provision or part of
a provision of these Terms of Use is determined to be unlawful, void, or
unenforceable, that provision or part of the provision is deemed severable from
these Terms of Use and does not affect the validity and enforceability of any
remaining provisions. There is no joint venture, partnership, employment or
agency relationship created between you and us as a result of these Terms of
Use or use of the App. You agree that these Terms of Use will not be construed
against us by virtue of having drafted them. You hereby waive any and all
defenses you may have based on the electronic form of these Terms of Use and
the lack of signing by the parties hereto to execute these Terms of Use.
In order to resolve a complaint regarding the App
or to receive further information regarding use of the App, please contact us
at:
Bouldin & Lawson LLC
70 Easy Street
McMinnville, TN 37110
931-668-4090 phone
931-668-3209 fax
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