Terms of Use - Pro
TERMS OF USE - CLINICIAN
ACCEPTANCE
These Terms of Use are entered into by and between you and (“Company”, “Squegg”, “we”, “our” or “us”). The following terms and conditions, together with any documents/links expressly incorporated by reference (collectively, these “Terms of Use”), govern your access to and use of Application along with ancillary products and/or services ( hereinafter referred as the “Application“), which includes but not limited to any content, product, functionality and/or services offered on or through the foregoing, whether as a guest or a registered user. The materials contained in this Application are protected by applicable copyright and trademark law.
PLEASE READ THE TERMS OF USE CAREFULLY. BY USING THE APPLICATION, YOU AGREE TO BE BOUND AND ABIDE BY THE TERMS SET FORTH HEREIN AND OUR PRIVACY POLICY FOUND AT HTTPS://mysquegg.com/privacy-policy/pro (THE “PRIVACY POLICY”), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF USE OR PRIVACY POLICY, YOU MAY NOT USE THE AND APPLICATION. IF YOU ARE USING OR UTILIZING THE APPLICATION ON BEHALF OF A BUSINESS OR SOME OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO GRANT ALL LICENSES SET FORTH IN THESE TERMS OF USE AND TO AGREE TO THESE TERMS OF USE ON BEHALF OF THE BUSINESS OR ENTITY.
INTRODUCTION
Welcome to the world of Squegg. The Application provides a solution for upper extremity therapy andand hand therapy exercises. Application. This introduction outlines the Terms of Use for our ApplicationApplication, which governs your access to and use of our services, including the Application, its associated mobile application, and all related content.
By accessing our Application and engaging with the Application, you are entering into a contractual agreement governed by legal provisions, wherein technological innovation converges with healthcare within the bounds of legal compliance.
Our Application has been systematically designed to serve as a resource for exploring the multifaceted benefits and features of the Application and its associated services. Within and through this Application, you will encounter a wealth of information, spanning detailed product insights to legally substantiated customer testimonials, fostering an environment of legal transparency to govern your engagement with Company. . Here, you can access information of users of Application in relation to upper extremity therapy ranging from grip, pinch strength, and range of motion assessment to detailed product insights to customer testimonials, and engage with various functionalities such as product purchases, accessing informative articles, and downloading our mobile application.
Furthermore, when user of the Application participates with the particular eco-system in the Application that is identified as Squegg PRO, the therapeutic exercises are programmed by therein by the clinic/clinician through customized parameters on each of the patient’s activities and games (gamified activities) based on the patient’s current grip/pinch strength assessment status and other clinical factors deemed appropriate by their treating clinician/clinic. There is a track of each patient’s upper extremity therapy including but not limited to grip/pinch strength, engagement, performance on their exercise program overtime. Accordingly, each grip/pinch strength data could be used for research, analysis and establish new normative data for biomarkers for people around the world.
Squegg PRO platform in the Application is designed to be used by clinics and clinicians who work with patients in need of an upper extremity therapy and exercises. A clinical dashboard is created to track multiple patient’s progress using the Application. Moreover, the Application is capable to combine multiple individual activities and games together to create a customized Home Exercise Program (‘HEP’) for each patient along with adjusting parameters of each game and activity to customize the treatment plan according to each patient’s clinical needs.
The clinic and clinician can, based on the reports of the users/patient’s engagement levels, strength reports, compliance, etc. can remotely alter, update, add/remove the Patient’s HEP or can use the data that gather on the patient’s reports to submit this for insurance payment (RTM), use for their own research, etc. within the bounds of the Squegg PRO Privacy Policy and applicable laws. Company expressly excludes it liability in respect of any claim, harm, loss or damage arising out of the actions or omissions on part of clinicians and/or clinics and clinicians and clinics are responsible for ensuring that any data export or usage complies with all relevant laws and regulations, including those pertaining to patient privacy and data security.
ACCESS AND USE
You agree to use the Application only for lawful purposes and in accordance with these Terms of Use. In availing yourself of the Application, you explicitly warrant and represent that you hold a valid and current license as a clinician and/ have valid authority of the respective clinic, permitting you to practice within the jurisdiction in which you are providing medical services. This license must be in full compliance with the relevant laws, regulations, and standards governing the practice of medicine in your respective jurisdiction.
As an ongoing obligation, you agree to maintain the validity of your clinician's license throughout the duration of your use of the Application. Any changes to your licensure status, including suspension, revocation, or other modifications, must be promptly communicated to Company. Company reserves the right to suspend or terminate your access to the Application if there is any indication of non-compliance with licensure requirements. To ensure ongoing eligibility, you grant Company the right to periodically audit and verify your licensure status. Failure to provide requested documentation or cooperate with such audits may result in the suspension or termination of your access to the Application.
You agree to not use Application to conduct any activity that would constitute a civil or criminal offence or violate any law. You agree not to attempt to interfere with our Application, network or security features or to gain unauthorized access to our systems.
These Terms of Use sets out the terms upon which the Company has agreed to grant you the access to the Application. By using Application and subscribing or accessing on Application, you acknowledge that you have read, understood, and accepted these Terms of Use. You have the authority to act on behalf of any person or entity for whom you are using the Application, and you are deemed to have agreed to these Terms of Use on behalf of any entity for whom you use the Application.
DESCRIPTION OF SERVICES
Patient Consent
Informed Consent Process: Acknowledging your role as the primary advocate for your patients, you undertake the responsibility to obtain comprehensive informed consent before integrating the Application into their treatment plans. This process should be diligently conducted, ensuring that patients are fully apprised of the nature, purpose, potential benefits, and inherent risks associated with the incorporation of this technology.
Documentation: You are further obligated to maintain detailed documentation of the informed consent process, including the specific details communicated to the patient regarding the Application. This documentation should be securely stored in accordance with relevant healthcare documentation standards and made available upon request.
Ongoing Communication: Throughout the course of treatment, you commit to maintaining open lines of communication with your patients regarding the continued use of the Application. This includes periodic check-ins to address any questions, concerns, or modifications to the treatment plan.
Professional Responsibility
Independent Assessment: You expressly recognize that the Application serves as a supplementary tool, augmenting your professional judgment in upper extremity therapy exercises. It is imperative that you exercise independent clinical judgment and not rely solely on the information provided by the Application.
Documentation of Clinical Decisions: Your professional responsibility extends to documenting the rationale behind clinical decisions influenced by the Application. This documentation shall include the factors considered, actions taken, and any modifications to the treatment plan resulting from the use of the Application.
Integration with Standard of Care: The Application should be integrated into your practice in accordance with the prevailing professional standards, guidelines, and best practices governing upper extremity therapy that includes but is not limited to hand therapy and grip strength training.
Due Diligence: While Company strives for accuracy, you acknowledge the inherent possibility of unintentional errors in the information provided by the Application. You commit to exercising due diligence in verifying the accuracy of information before incorporating it into clinical decision-making.
Continual Professional Development: To ensure accurate interpretation and application of the information provided by the Application, you undertake to engage in ongoing professional development and education in the fields of upper extremity therapy.
Compliance with Regulatory Requirements: Your utilization of the Application must align with all applicable laws, regulations, and professional standards governing the provision of medical services in your jurisdiction.
Integration with Ethical Standards: In addition to legal requirements, you commit to upholding the highest ethical standards in the use of the Application. This includes a commitment to patient-centered care, informed decision-making, and respect for patient autonomy.
Periodic Review of Guidelines: Recognizing the dynamic nature of healthcare guidelines, you undertake to periodically review and update your practices in alignment with evolving standards, regulations, and guidelines pertinent to upper extremity therapy
General Representation: By accessing and using the Application, you acknowledge and accept these detailed and comprehensive provisions, binding yourself to the legal and ethical obligations outlined herein. These terms are subject to periodic updates, and it is your responsibility to stay informed of any changes.
User Rights:
Access and Use: You have the right to access and use our Application in accordance with these Terms of Use for its intended purpose.
Information Accuracy: You have the right to provide accurate and truthful information when using our platform, ensuring the reliability of the data shared.
Informed Choices: You have the right to make informed choices about your healthcare. Our Application aims to provide information to assist you in making those decisions.
Communication Preferences: You can choose your communication preferences, including opting in or out of certain notifications, newsletters, or other communications.
User Responsibilities:
Accurate Registration: You are responsible for providing accurate and complete information during the registration process (if applicable). You must promptly update your information to keep it accurate and current.
Compliance with Laws: You must use the platform in compliance with all applicable laws and regulations, including those related to healthcare and data protection.
Data Backup: You are responsible for regularly backing up any data you upload to or store on our platform. We are not responsible for any loss or corruption of your data.
Notification of Issues: You agree to promptly notify us of any issues, errors, or concerns related to the Application’s functionality or content.
No Commercial Use: You shall not use the Application for any commercial purposes without our express written consent.
Respect for Terms: You agree to comply with these Terms of Use and any other guidelines or policies provided by us.
CHANGES TO THE TERMS OF USE
We may revise, modify, change and update any portion of these Terms of Use from time to time in our sole discretion and without prior notice. All changes are effective immediately when we post them.
Your continued use of the Application following the posting of revised terms of use means that you accept and agree to the changes. You are expected to check our page from time to time so you are aware of any changes, as they are binding on you.
ACCESSING THE APPLICATION AND ACCOUNT SECURITY
We reserve the right to withdraw or amend the Application, and any service or material we provide on the Application, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Application is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Application, to users, including registered users.
You are responsible for: (i) making all arrangements necessary for you to have access to the Application; and (ii) ensuring that all persons who access the Application through your internet connection are aware of these Terms of Use and comply with them.
To access the Application or some of the resources it offers, you may be asked to provide certain registration details and in order to do so you will have to provide accurate personal information, such as your email address, mailing address and other contact details in order to complete your order or contact you as needed or other information. Additionally, we may ask for health-related information, which you may choose to provide at your discretion. This health information is optional and not mandatory for using the Application. It is a condition of your use of the Application that all the information you provide on the Application is accurate, current and complete. You agree that all information you provide to register with the Application or otherwise, including but not limited to through the use of any interactive features on the Application, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You agree to promptly update your account and information. You authorize us to collect and use this information, including optional health information, to contact you in accordance with our Privacy Policy.
If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
The payment modality and pricing for any purchase will/may be reflected via Application or either through our official website. You agree and acknowledge to provide accurate and complete payment information when making a purchase. For avoidance of doubt, we make no guarantees regarding the availability, accuracy, or completeness of the products and we reserve the right to modify or discontinue it at any time without notice.
WE HAVE THE RIGHT TO DISABLE ANY USER NAME, PASSWORD OR OTHER IDENTIFIER, WHETHER CHOSEN BY YOU OR PROVIDED BY US, AT ANY TIME IN OUR SOLE DISCRETION FOR ANY OR NO REASON, INCLUDING IF, IN OUR OPINION, YOU HAVE VIOLATED ANY PROVISION OF THESE TERMS OF USE OR THE TERMS OF ANY OTHER COMMERCIAL AGREEMENT YOU HAVE ENTERED INTO WITH COMPANY. YOU MAY NOT CREATE ANOTHER ACCOUNT IF WE HAVE DISABLED YOUR ACCOUNT UNLESS YOU OBTAIN OUR PRIOR WRITTEN CONSENT.
OWNERSHIP
All rights, title and interest in and to the Application will remain with and belong exclusively to us. You will not sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make Application content available to any third party.
You agree not to access Application by any means other than through the interface that is provided by Application to access the same. You may not use any “page-scrape,” “deep-link,” “spider,” or “robot or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of Application, or in any way reproduce or circumvent the presentation or navigational structure of Application, to obtain or attempt to obtain any content or other information through any means not made generally available through Application. Application reserves the right to take any lawful measures to prevent any such activity. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Application or any service offered on or through Application. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
Information, content or material that may be available for downloading through the Application or third-party websites or applications (“Content”) is the copyrighted work of the Company, its licensors, and/or such other respective third-party providers. Use of the Content is governed by these Terms of Use and such license and/or other terms as may be required directly of you by the third-party providers. Unauthorized reproduction or distribution of the Content is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.
INTELLECTUAL PROPERTY RIGHTS
The Application and its entire contents, features and functionality, all rights, titles, and interest in and to the Application (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement, copyright, thereof), are owned by the Company, its affiliates, its licensors and are protected by the applicable international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You acknowledge, however, that the intellectual property rights and data underlying the Content, including but not limited to, any processes, methods, tools, templates, designs, known-how, data, information, copyrights, patents, trademarks, trade secrets, and other associated intellectual property, including any improvements, inventions or derivate works made with respect to the foregoing, remain the sole property of Company (“Intellectual Property”).
By posting your information and other content (“User Content”) on or through Application, you grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Application. The Company may remove or disable any User Content at any time for any reason, or for no reason at all.
These Terms of Use permit you to use the Application for your individual, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Application. You must not: (i) modify copies of any materials from the Application; (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Application; or (iii) access or use for any commercial purposes any part of the Application or any services or materials available through the Application. For purposes of clarity, prohibited commercial uses shall not include satisfying the terms of any commercial agreement entered into between you and the Company.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Application in breach of the Terms of Use, your right to use the Application will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Application or any content on the Application is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Application not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
Unless otherwise expressly stated in a license or other agreement separate from this Agreement that you may have entered into (or may enter into) with us relating to any software, code, or APIs available on or accessible through the Application (collectively, “Software”) (each such license or other agreement, a “Software License Agreement”), we grant you a personal, limited, non-exclusive right and license to download, install, and execute the Software in accordance with any instructions we provide to you, solely for your own business purposes in connection with your access to and use of the Application. Except as expressly set forth in the foregoing sentence (or any applicable Software License Agreement), you are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software or any intellectual property rights therein or related thereto, and you may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Software without our prior written permission. Except as set forth in this Agreement, any Software License Agreement will control in the event of a conflict between the terms of this Agreement and that Software License Agreement. At our discretion, we may make available future updates to Software, if any, which may not necessarily include all existing software features or new features that we release for newer or other Products and our Application.
You acknowledge that the Application, and all other databases, software, hardware and other technology used to provide and operate the Application (collectively, our “Technology”) and their structure, organization, and underlying data, information and source code constitute our valuable trade secrets. You will not, and will not permit any third party to:
access or use the Technology, in whole or in part, except as expressly provided in these Terms of Use.
the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology.
use automated scripts to collect information from or otherwise interact with the Technology.
alter, modify, reproduce, create derivative works of the Technology.
distribute, sell, resell, lend, loan, lease, license, sublicence or transfer any of your rights to access or use the Technology, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make the Technology, or access thereto, available to any third party.
reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Technology.
attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology.
use the Technology for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; or
interfere in any manner with the operation or hosting of the Technology or attempt to gain unauthorized access to the Technology.
If you have reason to believe any part of the content of the Application infringes the copyrights of others, please notify us immediately using the contact information provided below. It is our policy to investigate any allegations of copyright infringement brought to our attention. We reserve the right in our sole discretion to immediately suspend and/or terminate access to any Application by any user who is alleged to have posted infringing materials or a link to infringing materials on the Application and to immediately remove or disable the allegedly infringing content or link.
Notice of Claim of Copyright Infringement. If you are the copyright owner (or are authorized to act on behalf of the copyright owner), please notify us immediately if you believe that (1) any content displayed on the Application infringes your copyright or (2) any link posted on the Application links to materials that infringe your copyright. As soon as we receive your notice of claimed infringement, in the form described below, we will promptly remove or disable access to the materials that are claimed to be infringing (or the subject of infringing activity). Your notice must be in writing and must include the following:
a description of the copyrighted work you believe has been infringed (or if you believe multiple copyrighted works have been infringed, a representative list).
a description of the material you believe is infringing or the subject of infringing activity, together with enough information to permit us to locate the material on the applicable Application; enough information to permit us to contact you, such as, your name, address, telephone number and, if available, e-mail address.
a statement that you have a good faith belief that the allegedly infringing use of the material was not authorized by the owner of the exclusive right that is allegedly infringed (the “copyright owner”), an agent for the copyright owner, or by law.
a statement that all of the information you have provided is accurate; and
a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.
Your Notice. Your notice must be signed (physically or electronically) and must be addressed as follows: hello@mysquegg.com
TRADEMARKS
The Company name, Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Application are the trademarks of their respective owners.
USER’S RESTRICTIONS
By using the Application, you specifically agree not to be involved in any activity or transmit any information that, in our sole discretion:
Is illegal, or violates any federal, state, or local law or regulation;
Advocates illegal activity or discusses illegal activities with the intent to commit them;
Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
Interferes with any other party’s use and enjoyment of the Application;
Attempts to impersonate another person or entity;
Is of a commercial nature in a way that violates these Terms of Use
Falsely states, misrepresents, or conceals your affiliation with another person or entity;
Accesses or uses the Application account of a customer without such customer’s permission;
Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Application, or the servers or networks connected to the Application;
“Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Application, except as expressly permitted in these Terms of Use or by law, unless and then only to the extent permitted by applicable law without our consent;
Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Application;
Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Application, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Application;
Downloads, distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Application, by any means except as provided for in these Terms of Use or with the prior written consent of the Application; or
Attempts to do any of the foregoing.
CONFIDENTIALITY
Our “Confidential Information” means (a) any written information, materials and other documents supplied by us related to the Application which we do not generally disclose publicly, (b) the Application services themselves, excluding any data you upload to the Application for processing; and (c) any other of our information that we may disclose in writing or orally and is designated as confidential or proprietary at the time of disclosure, or that due to the nature of the information a reasonable person would clearly understand it to be confidential information; and (d) any amendment to the terms and conditions of these Terms of Use between you and us.
Confidential Information shall not include any information that: (i) was or becomes generally known to the public through no fault or breach of these Terms of Use; (ii) was rightfully in your possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by you without use of our Confidential Information; or (iv) was rightfully obtained by you from a third party not under a duty of confidentiality and without restriction on use or disclosure.
Restricted Use and Nondisclosure. During and after the term, with respect to our Confidential Information you will: (a) use our Confidential Information solely for the purpose for which we provided it; (b) not disclose such Confidential Information to a third party; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that you protect your own Confidential Information of a similar nature.
Required Disclosure. If you are required by law to disclose our Confidential Information, you will give us prompt written notice before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist us to obtain where reasonably available an order protecting our Confidential Information from public disclosure.
Ownership. Notwithstanding any other provision of these Terms of Use, you acknowledge that, as between you and us, all our Confidential Information you receive from us, including all copies thereof in your possession or control, in any media, is proprietary to and exclusively owned by us. Nothing in these Terms of Use grants you any right, title or interest in or to any of our Confidential Information, except as provided in these Terms of Use. Any incorporation of our Confidential Information into any of your own materials will not render our Confidential Information non-confidential.
DATA PRIVACY & GENERAL DATA PROTECTION REGULATION (‘GDPR’)
Both parties will comply with all applicable requirements of the Data Protection Legislation. (‘GDPR’).
The parties acknowledge that for the purposes of the GDPR, you are the data controller, and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the GDPR Legislation).
By utilizing the Application, you provide explicit and comprehensive consent for the collection, processing, and storage of data, as outlined in Privacy Policy. This consent encompasses both clinical and non-clinical data, with strict adherence to applicable data protection laws and regulations.
You acknowledge and agree that data collected through the Application shall be utilized solely for the purposes outlined in the Privacy Policy. Any secondary use, disclosure, or sharing of patient-specific information for research or commercial purposes requires explicit, separate consent from the patient.
Recognizing the sensitivity of health-related data, you commit to implementing and maintaining robust security measures to safeguard patient information derived from the Application. These measures shall include, but are not limited to, encryption, access controls, and secure storage practices.
In the event of any unauthorized access, data breach, or security incident involving the Application, you undertake to promptly notify Company, providing comprehensive details of the incident and cooperating in any investigation or remediation efforts.
You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company.
USER-PROVIDED MATERIALS
The Application may allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User-Provided Materials”) on or through the Application. All User-Provided Materials must comply with the Content Standards set forth below.
Any User-Provided Materials you post to the Application will be considered non-confidential and non-proprietary. By providing any User-Provided Materials on the Application, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute, promote, broadcast, and otherwise disclose to third parties any such material for any purpose in any and all media or distribution methods now known or later developed.
To the extent you appear in, create, upload, post, or send User-Provided Materials, you hereby grant Company and our respective licensees, successors and assigns, the unrestricted, worldwide, perpetual right and license to use your name, likeness, and voice, including in connection with commercial or sponsored content. You acknowledge that you will not be entitled to any compensation from Company, our affiliates, or our business partners if your name, likeness, or voice is conveyed through the Application, either on the Application or on one of our business partner’s Applications.
You represent and warrant that: (i) you own or control all rights in and to the User-Provided Materials and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and (ii) all of your User-Provided Materials do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User-Provided Materials you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User-Provided Materials posted by you or any other user of the Application.
LINKS TO THIRD-PARTY WEBSITES
Links from or to websites outside our website are meant for convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We do not review, endorse, approve or control, and are not responsible for any sites or resources linked from or to our website, the content of those sites, the third parties named therein, or their products and services.
If you decide to access any of the third-party websites linked to the Application, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
LIMITATION ON LIABILITY & DISCLAIMER
WITH THE EXCEPTION OF ANY INDEMNIFICATION CLAIM PERMITTED UNDER THESE TERMS OF USE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY YOU OVER A ONE MONTH PERIOD PRECEDING THE CLAIM, FOR THE APPLICATION WHICH GAVE RISE TO SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE APPLICATION, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION IS AT YOUR OWN RISK. THE APPLICATION, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION (INCLUDING, BUT NOT LIMITED TO, THE DOCUMENTATION) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE APPLICATION. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE APPLICATION, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE APPLICATION OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors, its service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Application, including, but not limited to, your User Content, any use of the Application’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Application.
GOVERNING LAW AND JURISDICTION
THESE TERMS OF USE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE UNITED STATE AND STATE OF DELAWARE, EXCLUDING ITS CHOICE-OF-LAW RULES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE DELAWARE.
However, other than with respect to seeking injunctive relief in connection with matters that qualify for such an extraordinary remedy under applicable law, neither Party may initiate any litigation against the other Party until after providing clear written notice of its intention to do so and first making a good faith effort to resolve the dispute informally through escalation to an appropriate level of executive management of both Parties for at least thirty (30) days after providing such notice.
FORCE MAJEURE
The Company will not be liable to you for any delay or failure of services to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of the Company. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity, pandemic, epidemic, quarantines, lockdowns, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
WAIVER AND SEVERABILITY
No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
ENTIRE AGREEMENT
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and the Company, with respect to the Application and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Application.
DISCLAIMER OF WARRANTIES
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Application will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Application for any reconstruction of any lost data.