Terms of Service 1 — Operations Buddy

Terms of service

Last Modified: June 22, 2022

These Terms of Service (“Terms”) are an agreement between you (“you”) and Decent Startup LLC, a New York limited liability company (“Company”, “we”, “us” or “our”) that allows you to use our Operations Buddy service, including related website(s), application(s) (“app(s)”), tools, software, subscriptions, memberships, content, API(s), widgets, reports, analysis and/or other products and services (collectively, as applicable, the “Services”), as long as you follow these Terms. By accessing or using any of our Services, you signify your agreement to all of the following, which are all expressly incorporated herein and must also be observed and followed (collectively, the “Agreement”):

(1) these Terms;

(2) our Website Terms of Use and Privacy Policy as posted on our website (“TOU and Privacy Policy”); and

(3) any other standard policies related to the Operations Buddy service which are provided to you in writing, including those which may be posted in any applicable parts of our Services.

To use our Services, you:

May need to register with us to access and use some of our Services;
May need to purchase a paid subscription for our Services, and which subscription may auto-renew unless cancelled as further described in Section 5 below; and
Must not initiate or participate in any activities on our Services that are illegal, harmful, or interfere with anyone’s use of our services.

1. DESCRIPTION OF SERVICES

1.1 Any reference to “www.operationsbuddy.com”, “decentstartup.com”, the “website(s)”, the “web site(s)”, the “site”, or other similar references, shall include any and all pages, subdomains, affiliated domains, brands, products or other areas of our website, or any other affiliated sites or domains owned or operated by or on behalf of us, plus any of the online content, information and services as made available in or through the website.

1.2 The Services include without limitation all aspects of the website, or of any app or other product or service, including but not limited to all products, our review, analysis, output, reports, insights, support or advice comprising our Operations Buddy service, and Software and other applications, features and services offered in connection with the same.

1.3 As used herein, “Software” means any software (including without limitation APIs or apps) supplied by or on behalf of the Company, including without limitation any for which the purpose is to enable you to use certain portions of the Services. For clarity, any Software provided by Decent Startup in connection with your use of or access to our Operations Buddy service is a part of the Services.

1.4 Any reference to “content” shall include all content in all forms or mediums, such as (without limitation) text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Services.

1.5 Generally, all information and communications regarding the Services are exchanged electronically, via the internet. You are responsible for maintaining your own access to the internet and for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment. You consent to receiving communications electronically.

1.6 You may acquire additional products, services and/or content of ours from our websites or Services. We reserve the right to require that you agree to separate agreements as a condition of your use and/or purchase of such additional products, services and/or content, which terms will apply in addition to these Terms.

2. PASSWORDS AND ACCESS

2.1 In order to access some features of the Services, you may have to register or create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. Registration or subscription to the Services and payment of any applicable fee, authorizes a single individual to use the Services unless otherwise expressly stated. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. Although Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Company or others due to such unauthorized use. It is a condition of your use of the Services that all the information you provide will be correct, current, and complete; If we believe the information you provide is not correct, current, or complete, we have the right to refuse you access to the Services or any of its resources, and to terminate or suspend your access at any time, without notice.

2.2 You shall not download any content, software or services unless you see a “download” or similar link displayed by Company on the Services for that content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content for any other purposes without the prior written consent of Company or the respective licensors of the content. Company and its licensors reserve all rights not expressly granted in and to the Services and their content.

2.3 You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

3. YOUR OBLIGATIONS

3.1 You represent and warrant that all information that you provide to us will be true, accurate, complete and current, and that you have the right to provide such information to us in connection with your use of the Services. The outcomes of your use of the Service will be dependent on the accuracy, timeliness and the completeness of the data you provide to us. You must comply with the terms of any applicable policies posted in our Services or otherwise provided to you in writing.

You may not:

restrict or inhibit any other user from using and enjoying the Services;
post or transmit any information or software which contains a virus, Trojan horse, worm or other harmful component;
post, publish, reproduce, transmit or distribute to any third party or in any public forum in any way any component of the Services itself, derivative works with respect thereto or our review, analysis, output, reports, insights, support or advice comprising our Operations Buddy service, which are intended solely for your internal business use;
resell or otherwise exploit for commercial purposes, directly or indirectly, any portion of the Services, access to them, or our review, analysis, output, reports, insights, support or advice comprising our Operations Buddy service, which are intended solely for your internal business use;
use data mining, robots or other similar data gathering and extraction tools;
access (or attempt to access) the Services or any content therein through any automated means (including use of scripts or web crawlers);
make any derivative works based, in whole or in part, on any portion or all of the Services;
use i-frames, webpage frames, or any similar framing, to enclose, capture or distribute any part of the Services;
mirror or cache or store any pages or portions of the Service;
co-brand any portion of the Services;
otherwise imply any relationship with or endorsement of your brands or services;
use a false email address, impersonate any person or entity, forge e-mail headers or otherwise disguise the origin of any communication or mislead as to the source of the information you provide to the Services;
portray Company or any company affiliated with it in a negative manner or otherwise portray its Services in a false, misleading, derogatory or offensive manner;
use the Services in any manner that could damage, disable, overburden, or impair our servers or interfere with any other party’s use and enjoyment of the Services;
attempt to gain unauthorized access to any services or information to which you have not been granted access through password mining or any other process;
upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Services which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or rightholder, or which otherwise violates or infringes the rights of others, including without limitation, patent, trademark, trade secret, copyright, publicity, or other proprietary rights.

3.2 You acknowledge and agree that Company has the right to monitor the Services electronically from time to time, and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its customers.

3.3 With respect to any Software, including without limitation subscription software as a service, subject to the terms and conditions of this Agreement, we hereby grant to you a limited, nonexclusive, non-transferable license to access and use such Software during the term of this Agreement, solely by the number of authorized users, and only up to the approved and mutually agreed usage volumes, as set forth on the applicable ordering document or as otherwise mutually agreed, and solely for internal and non-commercial purposes, provided that you shall also comply at all times with all official documentation, technical manuals, functional manuals, operator and user guides and manuals.

3.4 You shall not, and shall not attempt to (and shall not authorize or allow any third party to or attempt to): (a) download or otherwise obtain a copy of the Service (as applicable as such term is used herein, including any portion thereof) in any form; (b) reverse engineer, reverse compile, decompile, disassemble, or translate, exploit, or otherwise derive the source code of the Service or otherwise modify, the Service, or create any derivative works thereof; or (c) use the Service on behalf of any third party or for any purpose other than as described in this Agreement; (d) sell, resell, lease, license, sublicense, distribute, reproduce, copy, duplicate, or otherwise transfer or exploit the Service or use it as a service bureau; (e) post, send, process or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material violating of third party rights; (f) post, send, process or store material containing software viruses, worms, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (g) interfere with or disrupt the integrity or performance of the Service or attempt to gain unauthorized access to the Service or related systems or networks; (h) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of the intellectual property rights and/or our rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the software or on any copies made in accordance with this Agreement; (i) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of the intellectual property rights and/or our rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the Service, or documentation, or on any copies made in accordance with this Agreement; (j) use, or authorize or permit the use of, the Service except as expressly permitted herein; (k) use the Service to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous, or defamatory, nor to perform any activity which breaches the rights of any third party. The Service may be used only by you (i) for your internal business purposes and only for your direct benefit; (ii) only by the number of persons for whom a license fee has been paid, and all such use may only be by those persons using the Service for the benefit of you in the course and scope of their employment, subject to the terms hereof; (iii) only in its original form without alteration or combination with other products, services or software except as expressly authorized in any applicable documentation; and (iv) in compliance with all applicable laws and in compliance with all documentation and instructions provided by us. You agree not to copy, duplicate or imitate, in whole or in part, any concept, idea, business model, business process, product, service or other intellectual property or other ideas or content embodied in the Services or learned by you from your use of or access to the Services. You agree not to use the Services to violate any local, state, national or international law or to misrepresent your identity or your affiliation with a person or entity.

3.5 We grant to you a limited, revocable, and nonexclusive right to create a hyperlink to our publicly available website(s), subject to the terms hereof, provided that the link does not portray us or our products or services in a false, misleading, derogatory, or offensive matter, and provided you do not i-frame them or alter the content therein or in any way imply a relationship therewith. You may not use any logo, trademark, or tradename that may be displayed on this site or other proprietary graphic image in the link without our prior written consent.

3.6 You will keep and protect any of our Confidential Information as confidential, using at least the same efforts you use to protect your own confidential information and in no event less than reasonable and industry standard efforts. Our “Confidential Information” includes the Services, documentation and information about the Services, our methodologies, practices and procedures in delivering the Services and their operation, and any other information you obtain from or about us or from or about the Services, or any other information which a reasonable person would or should understand to be confidential or proprietary in nature. You agree to return or destroy our Confidential Information when the term of you subscription for the Services has lapsed or been terminated. You acknowledge and agree we shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of posting bond and in addition to such other remedies as may be available under law or in equity. Your confidentiality obligations shall survive termination or expiration of this Agreement.

3.7 While this Section highlights some of your key obligations, headers and section titles are for convenience only, and you are bound by all the terms of this Agreement.

4. POSTINGS AND LICENSED MATERIALS

4.1 You represent and warrant that you have the right, without breach of any obligation or proprietary or privacy right of any third party, to provide any and all information, data and materials you provide to us in connection with the Services.

4.2 We will use reasonable efforts to protect the confidentiality your business information and any other information you identify as being confidential as well as certain personally identifiable information you submit to us (e.g., your address and credit card information submitted by you initially for the purpose subscribing to the Service) (“Personally Identifiable Information”), in accordance with the TOU and Privacy Policy posted on our website.

4.3 Feedback, comments, suggestions and reviews you provide to us regarding the Services (to the extent excluding any Personally Identifiable Information, collectively, “Submissions”), will be treated as non-confidential and nonproprietary and may be used by us for any business purpose.

4.4 We are not responsible for end user error or errors in inputs or for errors in any user supplied data. We do not independently verify the truthfulness or accuracy of any data or content input into the Services and are not responsible for the fraud, misrepresentation, negligence or misconduct of any end user or other third party.

4.5 Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that we may, without your consent, include your name and/or other indicia in our lists of current or former customers in promotional and marketing materials. Additionally, upon your consent, we may prepare a case study relating to your access and use of the Services, including but not limited to one or more testimonials from you or your users, aggregated data of the results of your use of the Services, and other informational material as determined by us. you agree to provide reasonable assistance to us and timely responses in our preparation of said case study.

5. SUBSCRIPTIONS, FEES AND PAYMENTS

5.1 Unless otherwise stated on the Website, the Services are offered solely on a subscription basis. Prior to the purchase of subscription for the Services, you must provide us with a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card. By submitting that information to us, you represent that you have the legal authority to authorize charges to such credit card and you hereby agree that you authorize us to charge your card at our convenience but within thirty (30) days of credit card authorization. You must keep all billing information, including payment method, up to date.

5.2 All sales of the Services, including subscriptions for the Services , are final and non-refundable. For each Subscription, or other product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you submitted the order. You agree to pay us for all charges incurred under your account, including all applicable taxes, fees, and surcharges. You authorize and direct us to charge your designated payment method for these charges or, if your designated payment method fails, to charge any other payment method you have on file with us. Further, you authorize and direct us to retain information about the payment method(s) associated with your account. If we do not receive payment from your designated payment method or any other payment method on file, you agree to pay all amounts due upon demand by us. You will be responsible for accrued but unpaid charges, even if your account is canceled by you or terminated by us. During any free trial or other promotion, if any, you will still be responsible for any purchases and surcharges incurred using your account. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price. UPON EXPIRATION OF A USER’S SUBSCRIPTION, THE SUBSCRIPTION WILL BE AUTO-RENEWED AT THE THEN APPLICABLE RATE UNLESS THE USER HAS OPTED OUT OF AUTO-RENEWAL OR CANCELLED THE SUBSCRIPTION PRIOR TO THE EXPIRATION DATE.

TO THE EXTENT YOU HAVE NOT CANCELLED YOU SUBSCRIPTION OR OPTED OUT OF AUTO-RENEWAL AND YOUR ACCOUNT HAS NOT BEEN TERMINATED BY US PRIOR TO THE EXPIRATION OF YOUR SUBSCRIPTION TERM, WE WILL AUTOMATICALLY RENEW THE SUBSCRIPTION FOR AN ADDITIONAL SUBSCRIPTION TERM AND WILL AUTOMATICALLY CHARGE TO YOUR CREDIT CARD AN AMOUNT EQUAL TO THE SUBSCRIPTION RATE APPLICABLE AT THE TIME OF RENEWAL OR THE APPLICABLE PROMOTIONAL RATE, IF ANY. YOU HEREBY EXPRESSLY CONSENT TO SUCH AUTO RENEWAL AND CHARGES.

IF YOU DESIRE TO CANCEL A SUBSCRIPTION OR OPT-OUT OF AUTO RENEWAL YOU MAY DO SO BY NOTIFYING US OF CANCELLATION OR AUTO RENEWAL OPT-OUT AS FOLLOWS. SUCH NOTICE MUST INCLUDE A SPECIFIC REQUEST FOR CANCELLATION OR AUTO RENEWAL OPT-OUT AND YOUR USERNAME, ACCOUNT NUMBER OR FULL BUSINESS NAME:

SUBSCRIPTION CANCELLATION OR OPT-OUT BY MAIL:

Decent Startup LLC
PO Box 581408
Salt Lake City, UT 84158
Attention: Unsubscribe

SUBSCRIPTION CANCELLATION OR OPT-OUT BY EMAIL:
info@decentstartup.com

5.3 We may offer promotional or trial subscriptions to access the Services for free for a limited time or at special discounted prices. If you sign up for a promotional or trial subscription to the Services, your rights to use the Services are limited by the terms of such promotion or trial and will terminate or renew on the terms of your promotional or trial arrangement. We do not provide price protection or refunds in the event of a price drop or promotional offering.

5.4 After 30 days from the date of any unpaid charges, your fee-based Services will be deemed delinquent and we may terminate or suspend your account and Services for nonpayment. We reserve the right to assess an additional 1.5 percent late charge (or the highest amount allowed by law, whichever is lower) per month if your payment is more than 30 days past due and to use any lawful means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees, incurred by us in our efforts to collect any remaining balances from you. Except as otherwise mutually agreed in writing, we reserve the right to change our fees upon notice or posting to your account.

5.5 You are responsible for all charges incurred under your account, including applicable taxes, fees, surcharges, and purchases made by you or anyone you allow to use your account or anyone who gains access to your account as a result of your failure to safeguard your username, password, or other authentication credentials or information.

6. WARRANTIES AND LIMITATIONS OF WARRANTIES.

6.1 If you are not completely satisfied with the Services, your sole remedy is to cease using the Services. With respect to any fee-based Services, if you signed up for designated term or timeframe, you will still be responsible for payment for the full term. If you did not subscribe for any minimum period, then you may cancel at any time on 30 days advanced notice, and cease to use the Services, then you will not be charged any additional amounts after the effective date of such termination. In any case, you will be responsible for any and all charges and activity accrued prior to your Services termination date, and those obligations will survive your termination of the Services. Company undertakes commercially reasonable efforts to ensure that the information it provides is current and accurate, however, Company does not warrant the accuracy of information. Company also undertakes commercially reasonable efforts to protect the confidentiality of any confidential information you provide, in accordance with the TOU and Privacy Policy, however, Company does not guaranty the confidentiality of such information against unauthorized third party access or system failure.

6.2 THE SERVICES, THE WEBSITE, APPS, AND ALL INFORMATION, CONTENT, AND MATERIALS RELATED TO THE FOREGOING, ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. ALTHOUGH INFORMATION THAT YOU SUBMIT MAY BE PASSWORD PROTECTED, WE DO NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SERVICES AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE THROUGH THE SERVICES.

7. LIMITATIONS OF LIABILITY.

7.1 IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION, INCLUDING IF AND TO THE EXTENT ANY OF THE FOREGOING ARISES IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF US TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EXCEED THE TOTAL FEES PAID TO US BY YOU, DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SERVICE TO YOU AND WE WOULD NOT PROVIDE THE SERVICE TO YOU WITHOUT THIS LIMITATION. These limitations and exclusions apply if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to this Agreement such as, without limitation, loss of content; any virus affecting your use of the Services; delays or failures in starting or completing transmissions or transactions; claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, misrepresentation, or omission; trespass, or other tort; violation of statute or regulation; or unjust enrichment. Some or all of these limitations or exclusions may not apply to you if your state, province, or country does not allow the exclusion or limitation of incidental, consequential, or other damages.

7.2 YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR AFFILIATED COMPANIES, AND EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, CLAIMS, JUDGMENTS, COSTS, EXPENSES AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY US OR SUCH PARTIES AND/OR ARISING OUT OF OR RESULTING FROM (1) ANY ACTUAL OR ALLEGED VIOLATION BY YOU OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION OR WARRANTY HEREIN); (2) ANY ACTIVITY RELATED TO YOUR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE WITH YOUR PASSWORD; (3) YOUR USE OF AND ACCESS TO THE SERVICES; (4) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; (5) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY LAW, RULE OR REGULATION; AND/OR (6) YOUR CONTENT OR DATA, INCLUDING IF IT CAUSES ANY DAMAGE TO A THIRD PARTY. YOUR DEFENSE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS IN THIS AGREEMENT WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE SERVICES.

7.3 You may use the Services for informational purposes only, as an aid, but only as one information source among many, and not as the sole basis for making any decisions; you must conduct proper due diligence and use your own judgment when making any decisions based on any information, analytics or reports derived from the Services.

7.4 We shall not be liable for any circumstances arising out of causes beyond our reasonable control or without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, epidemic, Internet disruptions, hacker attacks, or communications failures, or other force majeure.

8. DURATION OF TERMS

Once in effect, this Agreement will continue in operation until terminated by either you or us. However, even after termination, the provisions of this Agreement will remain in effect in relation to any prior use of the Services by you. You may terminate this Agreement at any time and for any reason by providing notice to Company in the manner specified in this Agreement or by choosing to cancel your access to the Services using the tools provided for that purpose within the Services. We may terminate this Agreement without notice or, at our option, temporarily suspend your access to the Services, in the event that you breach this Agreement. Notwithstanding the foregoing, Company also reserves the right to terminate this Agreement at any time and for any reason by providing notice to you either through email or other reasonable means. After termination of this Agreement for any reason, you understand and acknowledge that Company will have no further obligation to provide the Services or access thereto. Upon termination, all licenses and other rights granted to you by this Agreement, if any, will immediately cease, but your licenses to us shall survive, and certain of your obligations (including payment obligations, if any) will survive in accordance with the terms hereof.

9. MODIFICATION OF TERMS

Company may change the terms of this Agreement from time to time. You will be notified of any such changes via e-mail (if you have provided a valid email address) and/or by our posting notice of the changes on the Services (which may consist of publishing the changes on our website). Any such changes will become effective when notice is received or when posted on the Services, whichever first occurs. If you object to any such changes, your sole recourse will be to terminate this Agreement. Continued use of the Services following such notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by such changes.

10. MODIFICATIONS TO SERVICES

We reserve the right to modify or discontinue the Services at any time with or without notice to you, including without limitation by adding or subtracting features and functionality, third party content, etc. In the event of such modification or discontinuation of the Services, your sole remedy shall be to terminate this Agreement as set forth herein. Continued use of the Services following notice of any such changes will indicate your acknowledgement and acceptance of such changes and satisfaction with the Services as so modified.

11. OWNERSHIP

11.1 We and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Services, the website and all information, content, Software, and other software and materials provided by or on behalf of us, and any data to the extent processed by, or resulting as an output of, the Services, and all Services usage data, statistical data or aggregated data collected or reported with respect to any part or all of the Services, including without limitation any aggregated and anonymized data extracted or derived from the Service, including all aggregated and anonymized usage data, statistical data, transactional data, metadata, market data and other aggregated and anonymized data collected from user data and files. We own the rights to any metadata we collect from or about your use of the Services. Without limiting the generality of the foregoing, we reserve the right to create and market public indexes, analysis or insights created from such data. You agree that you will not copy, reproduce, distribute or create derivative works from any information, content, software or materials provided by us, or remove any copyright or other proprietary rights notices contained in any such information, content, software or materials without the copyright owner’s prior written consent.

11.2 Unless otherwise stated, all content in our websites or other Services, is our property or the property of third parties. These contents are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws.

11.3 Your feedback is welcome and encouraged. You agree, however, that (i) by submitting unsolicited ideas to us, you automatically forfeit your right to any intellectual property rights in such ideas; and (ii) unsolicited ideas submitted to us or any of our employees or representatives automatically become our property.

11.4 Notwithstanding the foregoing, any documents, analysis, reports or other materials generated by us for your exclusive use, we hereby grant to you a perpetual, non-exclusive, worldwide, royalty free right and license to use the same and the content thereof for any lawful business purpose; provided, however, that Section 3.1 above shall apply.

12. INTERNATIONAL USERS

The Services are controlled, operated and administered by us from within the United States. We make no representation that this site is available for access or use at other locations outside the U.S. However, any access or use from outside the U.S. is still subject to this Agreement. Access to the Services is expressly prohibited from territories where this site or any portion thereof is illegal. You agree not to access or use any information or materials on the Services in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing the Services. Any personal information which we may collect via the Services may be stored and processed in our servers located in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. You consent to any such transfer of personal information outside your country of residence to any such location.

13. THIRD PARTY SERVICES

13.1 The Services may integrate and/or interact with third party services, such as via APIs or browser extensions, and Company has no affiliation, association, endorsement, or sponsorship by any other third party services with which it integrates or interacts from time to time (collectively, “Third Party Services”). Company makes no claim, representation or warranty of any kind, type or nature concerning any Third Party Services, nor Company’s or your compliance with any third party terms of service for any such Third Party Services (collectively, “Third Party Terms”). It shall be your responsibility to analyze and interpret any applicable Third Party Terms and comply therewith. By using the Services, you hereby release Company and waive any and all claims or claim rights that you may have against Company, and release and indemnify Company against any claims that any third party may have against you, including with respect to your use of any Third Party Services, including if accessed or used via our Services, and with respect to Third Party Terms, applicable privacy policies or any other rules or regulations of such third parties.

13.2 As a convenience to you, Company may provide, in or through the Services, one or more links to third party web sites or services and/or provide email contacts respecting third parties. Company makes no endorsement of such third parties, nor any representation or warranty regarding anything that takes place between you and any such third parties, including, without limitation, visits to third party web sites, services, email correspondence with third parties, and business or other transactions with third parties found through the Services. Please understand that such third parties are independent from and not controlled by Company, even if, for example, a Company link or logo appears on a website linked from this website or our other Services. It is up to you to read those third party sites’ applicable terms of use, privacy, and other applicable policies. For example, without limitation, we may outsource operation of certain aspects of our Services to one or more third parties, and they may have access to certain data by virtue of operating such Services, subject to their own policies.

13.3 Certain third parties may be third party beneficiaries to this contract. For example, without limitation, Apple Inc., Google, Inc., or Microsoft Corporation will be a third-party beneficiary to this contract if you access the Services using applications developed for Apple iOS, Android, or Microsoft Windows-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. However, your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

14. MISCELLANEOUS.

You shall comply with all laws, rules and regulations now or hereafter promulgated by any government authority or agency that are applicable to your use of the Services, or the transactions contemplated in this Agreement. The Agreement is binding on and shall inure to successors and permitted assigns. You may not transfer or assign your rights or obligations under the Agreement without our express written consent. We may transfer or assign our rights and obligations under the Agreement in connection with any transfer of all or a portion of our assets, a change in the legal structure through which we own or operate our business, or a sale or transfer of all or any portion of our business, including any of the Services, whether by merger, spinoff or otherwise. You acknowledge and agree that any of your data and any information pertaining to you or your business that is in our possession pursuant to this Agreement may be transferred in connection with any transfer or assignment contemplated by the preceding sentence and that transaction will not be deemed to be a transfer of personal information so long as the relevant transferee agrees to assume our obligations under the Agreement with respect to such data. This Agreement, the Services, and the rights and obligations of the parties with respect to the Services will be subject to and construed in accordance with the laws of the State of New York, excluding conflict of law principles. By accessing or using any Services you agree that the statutes and laws of the State of New York, without regard to conflicts of law principles thereof, will apply to all matters arising from or relating to the use thereof. You also agree and hereby submit to the exclusive legal jurisdiction and venues of the Courts of New York, New York with respect to such matters. This, inclusive of the TOU and Privacy Policy, is the entire agreement between you and Company with regard to the matters described herein and govern your use of the Services, superseding any prior agreements between you and Company with respect thereto. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions hereof shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of this Agreement or related to use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.