Path Pulse Terms of Use

Last Updated: December 18, 2023

IMPORTANT – PLEASE CAREFULLY READ THESE TERMS OF USE (“TERMS” or “AGREEMENT”) BEFORE ACCESSING, USING, SUBSCRIBING, OR PLACING AN ORDER THROUGH www.pathpulse.com. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

The use of www.pathpulse.com (“Website”), which is owned and maintained by Teamly, LLC (“Path Pulse,” “Company,” “we,” “our,” or “us”), is governed by the terms and conditions set forth below. We offer the Website, including all information, tools, and services available through the Website, to you, the user, conditioned upon your acceptance of all terms and conditions stated herein. By accessing, using, subscribing, or placing an order over the Website, you and your business (as applicable) agree to the Terms set forth herein.

References to “you” or “your” and variations in these terms mean you, the individual downloading, accessing, or making a purchase on the the Website. If you are obtaining the service for use in or on behalf of a business (whether it is a company, a partnership, or an individual proprietorship), “you” or “your” also refers to the organization or business that is acquiring or using the service.

THIS IS A BINDING AGREEMENT. THESE TERMS OF USE, TOGETHER WITH OUR PRIVACY POLICY AND END USER LICENSE AGREEMENT, FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND YOUR BUSINESS, ORGANIZATION, OR ENTITY (AS APPLICABLE) AND US. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS OF USE IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO USE THE WEBSITE, OR ACCESS ANY OF THE CONTENT OR SERVICES AVAILABLE THROUGH THE WEBSITE, IN ANY MANNER OR FORM WHATSOEVER.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AND CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS BELOW WHICH ALSO DESCRIBE YOUR RIGHT TO OPT-OUT.

SECTION 1 – WEBSITE USE

By using the Website, you represent and warrant that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), have the legal capacity to enter a binding contract with us, have legal capacity to bind the organization or business on whose behalf you use the Website, have read this Agreement, and understand and agree to its terms.

SECTION 2 – WEBSITE USER CONDUCT; INTELLECTUAL PROPERTY; AND RESTRICTIONS-LICENSE TERMS

Our Website is protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, product names, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, copyrighted material, trademark, trade name, trade dress, trade secret, or confidential information owned by us.

Subject to your continued strict compliance with all Terms, we provide to you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferrable license to use the Website. You acknowledge and agree that you do not and will not acquire any ownership rights in any aspect of the Website.

If you purchase one of our software products or use a free version of one of our software products, you agree to our End User License Agreement (“EULA”), which explains in detail your rights and obligations in connection with the software. To view the EULA, click here.

You agree not to use or attempt to use the Website in any unlawful manner or a manner harmful to us. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website. Further, you agree not to re-sell, re-distribute, or export any product or service that you order from the Website

You may not, without our prior written permission, link, frame, or inline link any of the content of the Website or incorporate into another website or other service any of our material, content, or intellectual property.

SECTION 3 – OUR PRIVACY POLICY AND YOUR PERSONAL INFORMATION

Your submission and our collection of personal and other information through the Website is governed by our Privacy Policy. Our Privacy Policy can be found here: https://www.pathpulse.com/terms/privacy.php. We reserve the right to modify our Privacy Policy from time-to-time. By using the Website, you expressly understand and agree that we might collect, use, and share data, including screen recordings of your use of the Website and your interactions with our chat bot, with third parties.

SECTION 4 – INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS

To access certain features of the Website, we may ask you to provide certain demographic information, including your gender, year of birth, zip code, and country. In addition, if you elect to sign up for a particular feature of the Website (as defined in Section “Interactive Features”) or to purchase the right to use one of our software products or decide to use a free version of one of our software products, you may also be asked to register with us, and such registration may require you to provide personally identifiable information such as your name and email address. You represent and warrant that all information you provide us is truthful and accurate, and you agree to keep such information updated in the event of changes.

In addition, to use certain features of the Website, you might need a username and password. You are responsible for maintaining the confidentiality of any password you use to access your user account, and you agree not to transfer your password or username, or lend or otherwise transfer your use of or access to your user account, to any third party. You are fully responsible for all transactions with, and information conveyed to, us under your user account. You agree to immediately notify us of any unauthorized use of your password or username or any other breach of security related to your user account. You agree that we are not liable, and you will hold us harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations.

SECTION 5 – ORDER PLACEMENT AND ACCEPTANCE

If you order a paid service or product, payment must be received by us before your order is accepted. We may require additional information regarding your order if any required information was missing or inaccurate and may cancel an order any time after it has been placed. We reserve the right to limit the sales of our products and services to any person, geographic region, or jurisdiction on a case-by-case basis at our sole and exclusive discretion. Your order of products and other services, whether free or paid, is conditioned on you re-affirming your acceptance of this Agreement. All advertised prices are in, and all payments shall be in, U.S. Dollars.

Please review our End User Licensing Agreement for the specific terms governing the purchase of any Path Pulse software or product.

SECTION 6 – PAYMENTS; SUBSCRIPTIONS

You are responsible for paying all sums due to Path Pulse (“Fees”) in connection with your purchases on the Website. Failure to use any of the services available through the service provided by Path Pulse does not relieve you of your payment obligations under these Terms.

Path Pulse may offer you the opportunity to purchase services on a one-time basis or on a subscription through which you will be billed on an automatically renewing basis. If you purchase a subscription, you acknowledge and agree that payments are due on a recurring basis in accordance with the payment terms for the specific service purchased (unless the subscription is canceled in accordance with these Terms) and therefore authorize the automatic payment collection terms applicable to that specific service (e.g., on a monthly/annual basis and for a specific amount). If we are unable to process your recurring subscription payment, we may, in our sole discretion, charge another payment method that we have on file for you, charge you a lesser amount to “pause” your account and retain your information as we attempt to contact you for updated payment information, and/or cancel your account.

IF YOU ARE A PATH PULSE USER WITH A RECURRING SUBSCRIPTION AND YOU HAVE PROVIDED US WITH A VALID PAYMENT METHOD, EACH PAYMENT WILL BE AUTOMATICALLY PROCESSED AT THE TIME OF YOUR DESIGNATED PAYMENT DATE (AS APPLICABLE) AND WILL BE BILLED TO THE PAYMENT METHOD YOU PROVIDED TO US AT THE TIME OF YOUR ENROLLMENT OR ANY ALTERNATIVE METHOD YOU PROVIDED TO US UNLESS YOU CANCEL. IF YOU WISH TO CANCEL YOUR PATH PULSE SUBSCRIPTION, YOU MAY DO SO BY EMAILING [email protected] OR THROUGH YOUR ONLINE ACCOUNT AT LEAST ONE (1) DAY BEFORE THE FIRST DAY OF YOUR NEXT BILLING DATE.

Path Pulse reserves the right to immediately terminate a user’s account and service for any unpaid (in whole or part) period of the subscription (with or without notice). Termination of service in no way relieves or excuses the user from any obligation to pay outstanding charges or expenses. In the event Path Pulse starts collection processes of any type, you will be liable for all collection costs, including legal fees and expenses.

In addition to any Fees, Path Pulse may also charge applicable value added or other tax.

SECTION 7 – REFUND POLICY

If you are not satisfied with any purchase you make through Path Pulse, you will have 30 days from the date of your original purchase to request a refund . To request a refund, email us at [email protected]. If you order a subscription, you will only be eligible for a refund if you contact us within 30 days of your original purchase. You will not be eligible for a refund for any subsequent subscription terms. After 30 days from your original purchase date, if you cancel your subscription in the middle of your billing period, no partial refunds or credits will be given.

SECTION 8 – PRODUCTS, SERVICES, AND PRICES AVAILABLE ON THE WEBSITE

Services, products, and prices are generally posted on the Website but are subject to change. We reserve the right, without notice, to discontinue products or services, or modify specifications and prices on products and services, without incurring any obligation to you. We take reasonable steps to ensure that the prices set forth on the Website are correct and to accurately describe and display the items available on the Website. However, we do not warrant that product or service descriptions are accurate, complete, current, or error-free.

SECTION 9 – INTERACTIVE FEATURES

This Website may include a variety of features, such as a live chat, knowledgebase, support desk, social media pages, polls, and email services (collectively, “Features”) that allow feedback to us and real-time interaction between users, and other features which allow users to communicate with others. You alone are responsible for the material you post, share, or send through any of these Features. We do not control the messages, information, or files that you or others may provide through the Website, and we are not liable for any such messages.

Any user failing to comply with this Agreement may be expelled from and refused continued access to the Features or other forums in the future and may have their software licenses terminated. Information and content posted within these forums may be provided by our staff, our outside contributors, or by users not connected with us, some of whom may employ anonymous usernames. Under no circumstances will we, our affiliates, suppliers, or agents (or their respective successors, purchasers, or assigns) be liable for any loss or damage caused by your reliance on information obtained through these forums. We have no obligation whatsoever to monitor any of the content or postings on public forums on the Website or to review the work product you create using our software product. However, you agree that we have the absolute right to monitor the same at our sole discretion. In addition, we reserve the right to alter, edit, refuse to post, or remove any postings or content or work product, in whole or in part, for any reason or no reason.

SECTION 10 – REVIEWS AND PICTURES/VIDEOS

Any testimonials, questions, reviews, comments, and suggestions that you submit to us, including through the Website, will be treated as non-confidential and nonproprietary, and we shall have the royalty-free, worldwide, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, and create derivative works from such submissions by any means and in any form, and to translate, modify, disassemble, or decompile such submissions. We reserve the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use. We shall be under no obligation to use any, or any part of, any testimonial or product review submitted.

SECTION 11 – DISCLAIMERS OF OTHER WARRANTIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE OR ANY SOFTWARE OR ACCESS TO YOUR CONTENT WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE WEBSITE, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED; OR (F) THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SECTION 12 – LIMITATIONS OF LIABILITIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, SUCCESSORS, ASSIGNS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS, OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE END USER LICENSE AGREEMENT, THE SERVICES OR PRODUCTS, AND/OR YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, WORK PRODUCT, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER WE HAVE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL THE COMPANY OR OUR AFFILIATES’, SUCCESSORS’, OR ASSIGNS’ AGGREGATE LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU FOR THE PATH PULSE SOFTWARE, OR IF YOU ONLY HAVE THE FREE VERSION OF THE SOFTWARE, THEN SUCH AGGREGATE LIMIT WILL BE USD$100.

SECTION 13 – DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE AGAINST US IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD, ON AN INDIVIDUAL BASIS, THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

If you have a complaint, dispute, or controversy, you agree to first contact us at [email protected] to attempt to resolve the dispute or controversy informally. Except as set forth in the section “Our Additional Remedies,” any controversy or claim arising out of or related to the use of the Website, any product, service, or software, the End User License Agreement, these Terms of Use, the Privacy Policy, and/or any aspect your relationship with us that cannot be resolved through such informal process or through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”). Judgment on the award rendered may be entered in any court having jurisdiction thereof. The arbitration will be conducted by a single neutral arbitrator in the English language in Columbus, Ohio , unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with the Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration and Procedures Rules (“AAA Rules”), in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms of Use, the Privacy Policy, the End User License Agreement , this arbitration provision, and any other terms incorporated by reference into these Terms of Use. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.

The arbitrator shall follow the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. In all other respects, the substantive law of the State of Ohio shall apply, without regard to its conflicts of laws principles.

YOU AND WE AGREE THAT DISPUTES WILL ONLY BE ARBITRATED ON AN INDIVIDUAL BASIS AND SHALL NOT BE CONSOLIDATED ON A CLASS WIDE, REPRESENTATIVE BASIS, OR WITH ANY OTHER ARBITRATION(S) OR OTHER PROCEEDINGS THAT INVOLVE ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO PURSUE ANY CLASS OR OTHER REPRESENTATIVE ACTION AGAINST EACH OTHER.

Failure or any delay in enforcing this arbitration provision in connection with any claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within one year after the claim arises.

If any claim or dispute is found by the arbitrator to be excluded from this arbitration agreement above, the parties agree that any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Columbus, Ohio.

This provision survives termination of your account or relationship with us or the Website, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

YOU UNDERSTAND THAT YOU AND YOUR BUSINESS (AS APPLICABLE) WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.

YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU VISIT THE WEBSITE, OR PURCHASE OR USE A SERVICE OR PRODUCT PURCHASED ON OR THROUGH THE WEBSITE (WHICHEVER COMES FIRST), BY WRITING TO US AT PATH PULSE, ATTN: LEGAL DEPARTMENT, 6724 PERIMETER LOOP ROAD #257, DUBLIN OH 43017, WITH COPY BY EMAIL TO [email protected]. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING ANY SERVICE OR PRODUCT YOU PURCHASED, USED, OR ATTEMPTED TO USE WITHIN THE 30 DAYS AND THE DATE YOU FIRST PURCHASED, USED, OR ATTEMPTED TO USE THE SERVICE OR PRODUCT. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION, AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.

SECTION 14 – OUR ADDITIONAL REMEDIES

In the event of any breach or threatened breach by you of the provisions of this Agreement, the End User License Agreement, or any infringement or threatened infringement by you of the intellectual property of Path Pulse or a third party, we shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Columbus, Ohio restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting us from pursuing in court any other remedies available to us for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business, and we, hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Columbus, Ohio for all such claims and forever waive any challenge to said courts’ exclusive jurisdiction or venue.

SECTION 15 – INDEMNIFICATION

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Company, its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, successors, assigns, and agents from and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to, attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the Website or services; (2) information you submit or transmit through the Website; (3) your breach of these Terms, the Privacy Policy, End User License Agreement, or the representations and warranties provided by you in this Agreement; or (4) your violation of any law or the rights of a third party, negligence, willful misconduct, and/or any infringement or misappropriation of any intellectual property of a third party.

SECTION 16 – NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT

If you believe that materials or content available on the Website infringes any copyright you own, you or your agent may send us a notice requesting that we remove the materials or content from the Website. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send us a counter-notice. Notices and counter-notices should be sent by email to our Copyright Agent at [email protected] with the subject line “DMCA Notice” or “DMCA Counter-Notice,” and the email must include all information and affirmations required by the Digital Millennium Copyright Act.

SECTION 17 – THIRD-PARTY LINKS

The Website may contain links to other websites. This may include the opportunity to purchase many different types of products and services online that are provided by third parties. We assume no responsibility for the content or functionality of any third-party website. If you make a purchase from a merchant on the Website or on a site linked to by the Website, the information obtained during your visit to that merchant’s online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. Furthermore, a merchant may have privacy and data collection policies and procedures that are different from ours. Please see our Privacy Policy for more details.

SECTION 18 – TERMINATION

This Agreement will take effect (or shall re-take effect) at the time you use the Website, click “BUY NOW!,” “ORDER NOW,” “I ACCEPT,” “I AGREE,” or similar links or buttons, otherwise submit information through the Website, respond to a request for information, begin installing, accessing, or using the Website, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. Any representations, warranties, and other obligations made or undertaken by you shall survive the termination of this Agreement and/or your account or relationship with us. Upon termination, you remain responsible for any outstanding payments to us.

SECTION 19 – NO WAIVER

No failure or delay on our part in exercising any right, power, or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by us.

SECTION 20 – FORCE MAJEURE

We will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.

SECTION 21 – ASSIGNMENT

We may assign this Agreement or our rights hereunder at any time, without notice to you. Our assignee of this Agreement will have the same rights as we do hereunder. Your rights or obligations arising under this Agreement cannot be assigned without our (or our assigns’) express written consent.

SECTION 22 – ELECTRONIC SIGNATURE

All information communicated on the Website is considered an electronic communication. When you communicate with us through or on the Website or via other forms of electronic media, such as email, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

SECTION 23 – CHANGES TO THE AGREEMENT

We reserve the right, at our sole discretion, to update, change, or replace any part of the Agreement, including the Privacy Policy and End User License Agreement, by posting updates and changes to our Website and/or contacting you. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes.

SECTION 24 – YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES

You represent and warrant that we have the right to rely upon all information provided to us by you, and we may contact you and your business by email, telephone, or postal mail for any purpose, including, but not limited to, (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any purchases you made, or considered making, on or through the Website.

SECTION 25 – SEVERABILITY

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect, and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.

SECTION 26 – ENTIRE AGREEMENT

These Terms, the Privacy Policy, the End User License Agreement, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and us and governs your access to and use of the Website and your ordering, purchasing, and/or use and/or attempted use of any service or product and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and us, except that, to the extent these Terms or the Privacy Policy are inconsistent with the End User License Agreement with respect to your use of the software, the End User License Agreement will control. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to these Terms, the Privacy Policy, the End User License Agreement, and any policies or operating rules and additional terms for such services or features posted by us on the Website. Any ambiguities in the interpretation of these Terms, the Privacy Policy, or the End User License Agreement shall not be construed against the drafting party.

SECTION 27 – CONTACTING US

Please contact us with questions or comments about our products and services or these Terms by sending an email to [email protected]. Notices to you may be made by posting a notice (or a link to a notice) on this web page, by email, by postal mail, or any other means, at our discretion.