Terms of Service

TERMS OF SERVICE

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Drypowder, Inc., a Delaware corporation, doing business as Drypowder.io., (“Company”, “we” “us” or “our”) makes the Drypowder.io application and related hosted services, solutions, and proprietary software, services, extensions, and application programming interfaces (collectively, the “Service”) available for your use subject to the terms and conditions herein and any additional terms contained in any attachment hereto (collectively, this “Agreement”). This Agreement is between Company and the individual (“you”) that accepts this Agreement by physical or electronic signature (such date, the “Effective Date”) and is further subject to the Master Software and Services Agreement, ordering document, and any other transactional agreements between Company and your employer or other entity authorizing your access to the Service (collectively, “Services Agreement”). The disclaimers, terms, and conditions in this Agreement are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms, and conditions of specific application that Company discloses. In the event of any conflict between this Agreement and any term set forth in the Services Agreement, the term in the Services Agreement shall prevail. Notwithstanding, the terms of this Agreement and the Services Agreement shall be read to supplement and complement each other to the greatest extent possible.

DEFINITIONS

The terms in this Section 1 shall have the meanings described below, and other terms may be defined within the context of this Agreement.

“Documentation” means any documentation distributed by Company from time-to-time pertaining to the Service, including without limitation any accompanying or online user guides or technical information relating to the Service, in each case, as may be updated or amended by or on behalf of Company from time to time.

“Sensitive Data” includes payment card data or other financial account information, driver’s license numbers, birthdates, social security numbers, government-issued identifiers, passwords, or other log-in credentials, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health, and data concerning a natural person’s sex life or sexual orientation or similarly sensitive information.

“Third Party Materials” means software, interfaces, and firmware, provide by third parties which may be available, incorporated into, and/or distributed as part of the Service.

“User Data” means and data, information, or materials which are uploaded, entered, collected, or otherwise processed by or through the Service.

“User(s)” means you or an individual who is authorized to access and use the Service in accordance with the Services Agreement as an “Authorized User”. Unless the context clearly indicates otherwise, references to “you” herein shall also mean you in your capacity as a User on behalf of your employer or organization which authorized your access and use of the Service.

OUR SERVICE
1. Right to Access. On the condition you comply with your obligations under this Agreement, and subject to additional terms of any licenses applicable to third-party software included in the Service, Company hereby grants to you a limited, revocable, non-exclusive, non-transferable, right to access and use the Service and Documentation solely in connection with your organization’s (a) internal business use, and (b) for the purposes identified in the applicable Services Agreement. Other than as expressly granted in this Agreement, no other rights are granted, including without limitation any and all Company patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectible) (collectively, “Intellectual Property Rights”). All Intellectual Property Rights in and to the Service shall remain with Company and/or its licensors. If you or your Users do not comply with this Agreement, Company reserves the right to revoke any rights granted hereunder and limit your access to the Service. Any use of the Service that exceeds the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation of this Agreement, which may result in the suspension or termination of your right to access and use the Service.
2. Modification. You agree that Company has the right to modify any aspect or feature of the Service at any time upon prior notice. For clarity, no such modification will materially diminish the Service as currently delivered to you. From time to time and without notice to you, Company may, but is under no obligation to, release upgrades, fixes or new versions of the Service.
3. Removal of Access. Company reserves the right to refuse access to the Service to you or any User. Your access to the Service is provided subject to the terms and conditions of this Agreement and all restrictions set forth herein. You agree that Company may immediately suspend or terminate your access to the Service or any part thereof in the event that: (1) you breach or violate this Agreement or other incorporated agreements or guidelines, including the Services Agreement, and other exhibits or related materials; (2) Company discontinues the Service; (3) there is an unexpected technical or security issue or problem; or (4) you engage in fraudulent or illegal activities or a material breach of your obligations under the terms of this Agreement. You further agree that such measures may be taken in Company’s sole discretion and without any liability to you or any third party.
4. Defects and Availability. Company uses commercially reasonable efforts to maintain the Service, however, Company is not responsible for any defects or failures associated with the Service, any part thereof, or any damages (either direct or indirect) that may result from any such defects or failures. Company provides standard support for the Service as provided in the Services Agreement. However, Company is not obligated to provide you support for, and shall not be responsible or liable for, any errors of the Service or any damages resulting from your failure to use the Service in accordance with the Documentation. The Service may be inaccessible or inoperable for any reason, including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which may be undertaken from time-to-time; or (3) causes beyond Company’s reasonable control or which could not reasonably foreseen. You understand that the Service is provided over the Internet and so the quality and availability of the Service may be affected by factors outside of Company’s control. Company does not make any guarantees regarding the reliability or availability of the Service and will not be liable to you or any third party for damages or losses related to the Service being unavailable.
5. Third Party Materials. In the course of providing the Service, Company may provide or make available access to certain Third Party Materials that are integrated or embedded within the Service. You acknowledge and agree that Company is not responsible for the availability of such Third Party Materials, and Company does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials on or available in connection with Third Party Materials or for any privacy or other practices of such third parties operating those websites or providing such materials. Company strongly encourages you to review any separate terms of use and privacy policies governing the use of such third-party websites and Third Party Materials.
6. Ownership of Intellectual Property. All images, trademarks, service marks, logos and icons displayed on the Service, are the property of Company and/or its licensors and may not be used without Company’s prior authorization. The Service, including all systems, databases, information, data, documents, materials, works, images, trademarks, service marks, logos, and all Intellectual Property Rights in and to the foregoing (collectively, the “Company Materials”) shall at all times remain the exclusive intellectual property of Company and its third-party licensors. You are not acquiring any Intellectual Property Rights in or to the Company Materials other than the non-exclusive rights set forth in this Agreement. The Company Materials may not be reproduced, recreated, sublicensed, modified, accessed, or used in any manner or disseminated or distributed to any other party without Company prior written consent. Any unauthorized use of any Company Materials, whether owned by Company or any other parties, may violate copyright laws, trademark laws, intellectual property, privacy and publicity laws and communications regulations and statutes.
YOUR RESPONSIBILITIES, REPRESENTATIONS, AND RESTRICTIONS
1. Account Registration. Access to the Service will be managed by you. You may receive access as part of a paid service through a third party application store, or you may receive access as part of a passkey or other credential provided to you outside of the Service.
2. Unauthorized Use and Information Changes. You must immediately notify Company if you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You are responsible for maintaining the confidentiality of your access credentials and are fully responsible for all activities that occur under your account. You agree to be responsible for payment for all activity by third parties who access or use the Service through your account. You are responsible for all charges related to using the Service such as charges for Internet access, use of third party products and services that are purchased through the Service, or other fees incurred with third parties.
3. Storing Credentials. You are responsible for any damages to Company or the Service resulting from unauthorized access to the Service from your account or any of your Users’ accounts, and Company will have no liability to you, to any User, or any third party for damages or loss related to such unauthorized access or use.
4. Mobile Use. Your contract with your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using the Service on your mobile device (“Mobile Device”). You understand that your Mobile Provider may charge you fees for your use of its network connection services while accessing or using the Service, for data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third-party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES.
5. App Stores. If you downloaded the Service from an App Store, you acknowledge and agree that the availability of the Service is dependent on the App Store from which you received the Service. You acknowledge that this Agreement is between you and Company and not with the App Store. The App Store is not responsible for the Service (including Service-related content, maintenance, support, and warranty) or addressing any claims relating to the Service (e.g., product liability, consumer protection laws, legal compliance, or intellectual property infringement). You agree to pay all fees charged by the App Store in connection with software (if any). You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of this Agreement and will have the right to enforce this Agreement. In the event of any failure of the Service to conform to any applicable warranty, you may notify the applicable App Store and obtain a refund of any fees charged for the Service (if any) by the App Store. To the maximum extent permitted by applicable law, the App Store will not have any warranty obligation whatsoever with respect to the Service. As between Company and the App Store, any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company. If you download the Service from the Apple App Store, the additional terms set forth below in Section 3.5.1-5. apply.
  1. Scope of Agreement. You acknowledge and agree that (i) the Agreement is concluded between you and Company only, and not Apple, and (ii) Company, not Apple, is solely responsible for the Service and content thereof. Your use of the Service must comply with the App Store Terms of Service.
  2. Support Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service.
  3. Remedies. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Service to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.
  4. Liability. You and Company acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Service or your possession and use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  5. Third-Party Infringement. You and Company acknowledge that, in the event of any third-party claim that the Service or your possession and use of that Service infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
  6. Third-Party Beneficiary. You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the Service, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the Service against you as a third-party beneficiary thereof.
  7. Third-Party Terms. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the Service.
6. Representations. You hereby represent and warrant that: (1) you have the legal capacity and authority to enter into and perform your obligations under this Agreement; (2) you will comply with the terms and conditions of this Agreement and any other agreement to which you are subject that is related to your use of the Service or any part thereof, including the Services Agreement, and other exhibits or related materials; (3) you have provided and will maintain accurate and complete information, and will provide any additional information Company may reasonably require; (4) your access to and use of the Service or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (5) you will immediately notify Company in the event that you learn or suspect that any personal information which you are a controller of has been disclosed or otherwise made known to any other person; (6) you will not use the Service in order to gain competitive intelligence about Company, the Service, or any product or service offered via the Service or to otherwise compete with Company; and (7) User Data does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and you have acquired all appropriate consents and authorizations of all third parties as required under applicable law to provide the User Data through our Service.
7. Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Service in any way; (2) copy (except as may be required to place the Company JavaScripts on your website), modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, communications protocol, structure, or ideas upon which the Service is based; (3) use the Service or any data, content, or information accessed through the Service to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Service, servers, data centers, or networks connected to the Service or take any other action that interferes with any other person’s use of the Service; (5) decrypt, transfer, create Internet links to the Service, or “frame” or “mirror” the Service on any other server or wireless or Internet-based device; (6) use or merge the Service or any component thereof with other software, databases, or services not provided or approved by Company; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Service, or remove, obscure, or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs, or designations, or any electronic notices; (8) use the Service for any fraudulent or otherwise unlawful purposes or in violation of this Agreement; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Service; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Service for any reason; (11) access or attempt to access any other User’s account or use the Service in a way that prevents or inhibits another User from enjoying the Service; (12) use any data, content, or information made available through the Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into the Service any virus, rogue program, trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm the Service, or perform any such actions; (14) introduce into the Service any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter the Service, any data, content, or information made available through the Service, or any notices on the Service; (16) connect to or access any Company computer system or network other than the Service; (17) impersonate any other person or entity to use or gain access to the Service; (18) conduct or otherwise participate in any distributed denial-of-service attack or similar malicious attack intended or designed to artificially delay, disrupt or otherwise adversely affect the Service or any other User’s access to or use of the Service; or (19) post or transmit any data which contains Sensitive Data to the Company servers and any controls or inputs required by you will not solicit Sensitive Data. Company reserves the right to fully investigate and prosecute violations of any of the above of the law. Company may involve and cooperate with law enforcement authorities in prosecuting Users who violate this Agreement.
DATA RIGHTS, USES, AND LIMITATIONS
1. Data; Protections. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, of User Data, and you agree that Company shall not be responsible or liable for the unauthorized access to, alteration of, or deletion, correction, destruction, corruption, damage, loss, or failure to secure or store User Data arising from your use, or your User’s use, of the Service. You acknowledge and agree that you bear sole responsibility for adequately controlling, processing, storing, and backing up User Data. Company reserves the right, but not the obligation, to refuse to post or to remove any information or materials, in whole or in part, that Company believes to be unacceptable, undesirable, or in violation of this Agreement or the rights of third parties.
2. User Data Representations. You represent, warrant, and covenant that: (1) you have all necessary rights and licenses to grant Company the rights set forth herein; (2) you have obtained all consents necessary under applicable law to disclose User Data to Company; and (3) you will not publish, post, upload, record, or otherwise distribute or transmit any data or other material that: (i) infringes or would infringe any copyright, patent, trademark, trade secret or other Intellectual Property Rights or proprietary right of any party, or any rights of publicity or privacy of any party; (ii) violates any law, statute, ordinance, or regulation; (iii) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (iv) is harmful to minors or otherwise pornographic; (v) is materially false, misleading, or inaccurate; and/or (vi) contains information for which you not have the right to permit Company to access and process any User Data.
3. Usage Data. Company may generate de-identified data, statistics, and other performance or usage-related information (“Usage Data”) while providing the Service to you. You acknowledge and agree that, as between you and Company, all Usage Data is and shall remain the property of Company. Company may use, aggregate, and share Usage Data for the purposes of providing the Service, conducting research, preparing industry benchmarking reports, product development, and other commercial uses subject to applicable law. Company will ensure that You and its Users cannot be identified through the Usage Data or any derivative thereof.
Feedback
1. Company welcomes comments, feedback, information, or materials regarding the Service or any of the other Company products or services (collectively, “Feedback”). By submitting Feedback to Company, you agree to assign, and hereby irrevocably assign to Company, all right, title, and interest, on a worldwide basis, in and to the Feedback and all copyrights, moral rights, and other Intellectual Property Rights embodied in such. Company will be free to use, copy, distribute, publish, and modify the Feedback on an unrestricted basis, without compensation to you.
TERM AND TERMINATION
1. Term. This Agreement continues during the term of the Services Agreement. Upon termination of this Agreement, all rights and services provided by Company to you in this Agreement shall cease immediately. Termination of this Agreement, any license granted hereunder, or your access to the Service, shall not limit Company from pursuing other remedies available to Company, including but not limited to injunctive relief. Company may also permanently or temporarily terminate, suspend, or otherwise refuse to permit your use of the Service upon reasonable prior written notice without incurring liability as a result thereof, if in our sole determination, you violate, or are reasonably likely to violate, this Agreement.
2. Effect of Termination. Company shall have no obligation to maintain or provide any of your User Data upon or after termination and may unless legally prohibited, delete all your User Data in our systems or otherwise in our possession or under our control.
NO WARRANTY; DISCLAIMER
1. COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. THE SERVICE IS PROVIDED BY COMPANY AND ITS THIRD PARTY LICENSORS “AS IS” AND “AS AVAILABLE.” YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY HARM CAUSED BY VIRUSES, THIRD PARTY MATERIALS, USE OF THIRD PARTY PROVIDED SERVICES OR PRODUCTS (INCLUDING ANY BODILY, PHYSICAL, OR PROPERTY DAMAGE OR DEATH) OR OTHER DAMAGING MATERIALS. IN NO EVENT DOES COMPANY GUARANTEE ANY RESULTS FOR YOU. COMPANY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION THEREOF, IS ACCURATE, ERROR OR BUG FREE, THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SERVICES’ OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY INFORMATION PROVIDED BY YOU IN USER DATA AND COMPANY SHALL NOT BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF USER DATA. COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RESULTS YOU MAY OBTAIN BY USING THE SERVICE NOR DOES COMPANY GUARANTEE ANY OUTCOMES FROM USE OF THE SERVICE. THIS SECTION APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. COMPANY MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
2. COMPANY IS NOT AN INVESTMENT ORGANIZATION NOR DOES COMPANY SELL ANY INVESTMENT PRODUCTS, SERVICES, OR COURSES TO USERS. COMPANY IS NOT ENGAGED IN RENDERING ANY FINANCIAL, INVESTMENT, PORTFOLIO, OR WEALTH MANAGEMENT ADVICE. IF FINANCIAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A FINANCIAL ADVISOR SHOULD BE SOUGHT. YOU ASSUME ALL RESPONSIBILITY AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS MADE OR ADVICE GIVEN AS A RESULT OF USING THE SERVICE. YOUR USE OF THE SERVICE IS NOT A SUBSTITUTE FOR A FINANCIAL ADVISORS’ STANDARD PRACTICE OR PROFESSIONAL JUDGMENT. ANY DECISION WITH REGARD TO THE APPROPRIATENESS, TREATMENT, VALIDITY, OR RELIABILITY OF ANY FINANCIAL INFORMATION RELATED TO YOU IS YOUR SOLE RESPONSIBILITY. COMPANY IS NOT RESPONSIBLE FOR ANY ERRORS RELATED TO ANY FINANCIAL INFORMATION, CONTENT OR MATERIALS REGARDLESS OF THE SOURCE.
INDEMNIFICATION
1. You agree to defend, indemnify, and hold harmless each of Company, its affiliates and respective officers, employees, consultants, shareholders and representative from and against any and all claims, liabilities, damages, and/or costs (including attorneys’ and expert witness fees, costs and other expenses) arising out of or related to any actual or alleged claims involving or resulting from: (1) violation of this Agreement or applicable law, rule or regulation by you or any person accessing or using the Service by or through you; (2) infringement or misappropriation by you, or any person accessing or using the Service by or through you, of any Intellectual Property Right or privacy or other right of any person or entity (except claims of infringement or misappropriation arising solely from use of the Service as provided under this Agreement); (3) acts and omissions of you or your Users; (4) User Data, including any claims for infringement, misappropriation, or violation of intellectual or privacy rights of a third party, (5) your or your User’s breach of any applicable privacy, financial, anti-money laundering, white collar, or data protection law, rule or regulation, or (6) you or your Users’ use, consumption, access, or ordering of other services or software through the Services, including to the extent causing bodily harm, economic harm, or property damage to you or your User. Company reserves the right, at its own expense and its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. The indemnification rights set forth in this Section 8.1 are cumulative to those set forth in the Service Agreement.
LIMITATION OF LIABILITY
1. IN NO EVENT SHALL COMPANY AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (“RELEASED PARTIES”) BE LIABLE FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR ARISING FROM THIRD PARTY MATERIALS, PRODUCTS OR SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICE OR THIRD PARTY MATERIALS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY, DEATH, ECONOMIC INJURY, OR PROPERTY DAMAGE OF ANY NATURE, OR UNAUTHORIZED ACCESS TO THE SERVERS, OR SERVER UNAVAILABILITY, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT COMPANY WAS AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE MAXIMUM LIABILITY OF RELEASED PARTIES UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
MISCELLANEOUS
1. Choice of Law. This Agreement and the rights of the parties hereunder will be governed by and construed in accordance with the laws of the State of Delaware, exclusive of conflict or choice of law rules. The parties agree that any controversy, claim, or litigation arising out of or in connection with this Agreement shall be resolved in a federal or state court in Johnson County in the State of Kansas, and consent to the jurisdiction of such court over the parties hereto and such controversy, claim or litigation. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.
2. Independent Contractors. You understand and expressly agree that you and Company are independent contractors and not agents or employees of the other party. Neither you nor Company has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
3. Notices. Any notice given under this Agreement shall be in writing and in the English language and shall be emailed to Company at the contact set forth in the Services Agreement, or if to you, to the email or physical address associated with your account or set forth in the Services Agreement. You hereby consent to receiving any notices relevant to the Service or this Agreement by email.
4. Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood, or other acts of God, labor conditions, power failures, and Internet disturbances (each, a “Force Majeure Event”).
5. Consent to Do Business Electronically. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law.
6. Equitable Relief. You agree that your breach of the terms and responsibilities under this Agreement would cause irreparable harm and significant injury to Company which would be both difficult to ascertain and for which there is no adequate remedy at law and that Company shall be entitled, in addition to any other rights and remedies it may have, to injunctive relief (without the requirement of posting bond), specific performance and other equitable remedies to restrain any threatened, continuing, or further breach, or other equitable relief without prejudice to any other rights and remedies Company may have under this Agreement.
7. Entire Agreement. This Agreement constitutes the entire agreement between you and Company with respect to the subject matter hereof and supersedes all prior agreements, both oral and written. Company may update this Agreement at any time without notice to you. Any changes to this Agreement will be posted on the Company website or within the Service. You can determine when this Agreement was last revised by referring to the “Last Updated” legend at the top of the first page. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THE AGREEMENT, ANY CHANGES TO THIS AGREEMENT ARE EFFECTIVE IMMEDIATELY UPON POSTING. Your continued use of the Service will constitute your agreement to any new provisions within the revised Agreement.
8. Waiver; Severability. Either party’s failure to enforce any provision of this Agreement will not be deemed to be a waiver of its right to enforce them. If any term or provision of this Agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this Agreement.
9. Publicity and Use of Logo. You hereby consent to inclusion of your organization’s name and logo in Company lists that may be published as part of Company’s marketing and promotional efforts. Company may identify your organization as a User when referring to lists of its Users. You may withdraw this permission as to any such use that you reasonably believe missuses or misrepresents such name or logo.
10. Assignment. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under this Agreement without the prior written consent of Company. Any purported assignment without Company’s consent will be void and will constitute a breach of this Agreement. Company may assign this Agreement or delegate or subcontract its obligations under this Agreement in accordance with the Services Agreement.
11. Survival. The provisions of this Agreement shall survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.

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