RemoteLock Terms of Service (Authorized User)

Last updated on April 25, 2023. 

These Terms of Service (this “Agreement”) governs your access to and/or use of the Services offered by RemoteLock, Inc. (“RemoteLock”).  For purposes of this Agreement “you” and “your” means you as the user of the Services.  If you use the Services on behalf on an entity (such as a company), “you” and “your” includes you and that entity, and you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement and that you agree to this Agreement on the entity’s behalf.

RemoteLock’s Privacy Policy includes information regarding the collection and use of personal information in connection with use of the Services.  You hereby acknowledge that you have reviewed RemoteLock’s Privacy Policy and agree to comply with it.  You further acknowledge and consent that the Customer that signed up for the account pursuant to which you are accessing the Services may have access to your personal information in connection with the Services.

IMPORTANT NOTICE. READ CAREFULLY: 

THIS AGREEMENT INCLUDES BINDING ARBITRATION AND A WAVIER OF CLASS ACTION RIGHTS, AS DETAILED BELOW.  BINDING ARBITRATION AND THE WAVIER OF CLASS ACTION RIGHTS REQUIRE YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST REMOTELOCK ON AN INDIVIDUAL BASIS, MEANING THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED OR REPRESENTATIVE CAPACITY.

EXCEPT AS EXPRESSLY SET FORTH HEREIN OR OTHERWISE PROHIBITED BY LAW, REMOTELOCK MAY UPDATE THIS AGREEMENT, IN WHOLE OR PART, AT ANY TIME BY UPDATING THIS PAGE.  BY CONTINUING TO USE THE SERVICES AND ANY UPDATE THERETO, YOU ARE EXPRESSING YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF ANY CHANGES TO THIS AGREEMENT.  PLEASE CHECK THIS AGREEMENT OFTEN FOR UPDATES.

Definitions.

“Authorized User” means a user that is authorized, directly and/or indirectly, by a RemoteLock Customer to use the Services.  You are an Authorized User for purposes of this Agreement. 

“Customer” means the individual or entity that has ordered the Services, which may include signing up for a no-charge trial.  

“Intellectual Property Rights” means all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights.

“Service(s)” means RemoteLock remote device control services, including the use of the Software, that are designed to permit you to manage, control and/or access certain remote devices, including access control and security devices (such as locks).  You acknowledge that the Services may change over time and that RemoteLock may suspend or discontinue any part of the Services and/or update or limit features in RemoteLock’s sole discretion, and without notice.  You acknowledge that RemoteLock does not make any representations regarding the availability of integrations with third party software and/or devices and that RemoteLock shall not have any obligation to integrate the Services (including any continued integration) with any third party.  

“Software” means the object code version of the RemoteLock web portal and any other mobile and/or software applications made available to you in connection with the Services.

Use and Restrictions

Right to Use Services and Software. Subject to the terms and conditions of this Agreement and any other applicable limitations, including the agreement between RemoteLock and the Customer that provided you access to the Services, RemoteLock hereby grants to you a limited, non-exclusive, revocable, non-transferable right to use the Services solely as an Authorized User.  For the avoidance of doubt, this right may be terminated as set forth in this Agreement and/or by the Customer, who may cancel your account.

Account. You may be provided with an account through which you may access the Services (the “Account”).  The Account may be accessed and used only by you, and you will be solely responsible for all use of the Account. You will ensure the security and confidentiality of all usernames and passwords associated with the Account and will notify RemoteLock immediately if any such information is lost, stolen or otherwise compromised. You will be fully responsible for all liabilities and damages incurred through use of the Account. Any transactions completed through your Account will be deemed to have been completed by you.

Restrictions. Except as explicitly set forth in this Agreement, you shall not, and shall not permit any third party to: (i) permit other persons or entities to use the Services or Software; (ii) reproduce the Services or Software; (iii) modify, translate, adapt or create derivative works from the Services or Software; (iv) reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or attempt to extract source code from the Software; (v) lend, lease, distribute or otherwise transfer the Services or Software; (vi) remove or alter any proprietary notices or labels on the Services or Software; (vii) use the Services or Software or any information regarding the Services or Software to create a competing service; (viii) use the Services or Software to obtain unauthorized access to any device; or (ix) use the Services or Software to harass, injure, or harm any individual or entity.

Your use of the Services. You acknowledge that the availability of the Services may be dependent on your computer, mobile device, other related hardware, including access control devices, wifi, internet connection and mobile device operator. As part of the Services, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the Services (“Push Messages”). You acknowledge that, when you use the Services, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. Please check with your wireless service provider to determine what fees apply to your access to and use of the Services, including your receipt of Push Messages. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the Services on your mobile device.  You acknowledge that you are responsible for all fees charged for your use of the above in connection with your use of the Services.

Tokens. RemoteLock may provide a token (or tokens) to you to facilitate the delivery of purchased Services.  Tokens have no monetary value, do not provide you a right to Services beyond any contractual right, are not refundable if unused and are solely for administrative purposes.

Compliance with Applicable Law.  

Privacy, intellectual property and other laws applicable in your jurisdiction may impose certain responsibilities and/or restrictions on you and your use of the Services.  You agree that it is your responsibility, and not the responsibility of RemoteLock, to ensure that you comply with any applicable laws when you use the Services.  If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services and you shall not use the Services.  

Warranty Disclaimer. 

YOU AGREE THAT REMOTELOCK AND ITS LICENSORS AND SUPPLIERS PROVIDE THE SERVICES ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTIES OR REPRESENTATIONS. NEITHER REMOTELOCK NOR ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE PERFORMANCE OF THE SERVICES AND/OR ANY INFORMATION OR SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND REMOTELOCK ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES WILL ONLY FUNCTION WITH COMPATIBLE DEVICES AND MAY REQUIRE A WORKING CONNECTION TO THE INTERNET.  YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR OBTAINING COMPATIBLE DEVICES AND A WORKING CONNECTION TO THE INTERNET. REMOTELOCK DOES NOT REPRESENT OR WARRANT THAT YOUR DATA IS SECURE OR WILL BE FREE FROM LOSS OR CORRUPTION OR THAT THE SERVICES WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION. REMOTELOCK DOES NOT HAVE ANY OBLIGATION TO BACKUP YOUR DATA.  YOU HEREBY ACKNOWLEDGE THAT THE SERVICES ARE NOT INTENDED TO ACT AS ANY KIND OF SECURITY SYSTEM OR MONITORING OR SAFETY DEVICE.  

Intellectual Property Ownership, Feedback and Data  

Intellectual Property Ownership.  All worldwide Intellectual Property Rights in and to the Services and Software, including any additions, improvements, updates, and modifications thereto which may be developed or otherwise acquired by either party (whether or not contemplated by or made in conjunction with this Agreement) are, and shall remain, the exclusive property of RemoteLock. You acknowledge that you are not receiving any ownership interest in or to any of the foregoing. All rights in and to the Services and Software not expressly granted to you in this Agreement are reserved by RemoteLock.

Feedback. You may communicate with RemoteLock about the Services and hereby agree that RemoteLock shall own all feedback, comments, suggestions, ideas, concepts and changes that you communicate to RemoteLock regarding the Services and all associated Intellectual Property Rights (collectively the “Feedback”).  You hereby assign to RemoteLock all of your right, title and interest thereto. You agree that you will not knowingly provide RemoteLock any Feedback that is subject to third party Intellectual Property Rights. You agree to cooperate fully with RemoteLock with respect to signing further documents and doing such other acts as are reasonably requested by RemoteLock to confirm that RemoteLock owns the Feedback and to enable RemoteLock to register and/or protect any associated Intellectual Property Rights.  For the avoidance of doubt, Feedback shall not be considered your Confidential Information and RemoteLock shall not owe you any compensation in connection with the Feedback.

User Information. You will be responsible for all data, information and other content provided by you, whether or not such data or information is specifically requested by RemoteLock as part of providing the Services (“User Information”). You grant to RemoteLock all necessary rights and licenses in and to the User Information necessary for RemoteLock to provide the Services and otherwise perform its obligations under this Agreement. You will not, and will not permit any third parties to, provide User Information that, and You represent and warrant that no User Information: (a) infringes, misappropriates or violates any third party rights, including any Intellectual Property Right or privacy rights, or is defamatory, harmful to minors, obscene or child pornographic; (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any of the Services, Software, data or personal information; or (c) is false, misleading or inaccurate. RemoteLock will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any User Information. RemoteLock may take remedial action if any User Information violates this section; however, RemoteLock is under no obligation to review any User Information for accuracy or potential liability.  You shall be solely responsible for obtaining any required consents for the collection and use of User Information that is provided by you and, hereby, indemnify and hold RemoteLock harmless for its authorized processing of such User Information on your behalf.

Usage Data. RemoteLock shall have the right to capture and analyze data and information from and relating to the use and operation of the Services, provided that such data is not reasonably capable of identifying you (“Usage Data”). Any Usage Data collected by RemoteLock will be owned by RemoteLock and may be used by RemoteLock for any lawful business purpose without a duty of accounting to you.

Term and Termination. 

Term. This Agreement shall commence on the date upon which you first use the Services (the “Effective Date”) and shall continue for so long as you have access to the Services.

Termination. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated under the following circumstances.  RemoteLock may terminate this Agreement or suspend access to your use of the Services immediately and without notice for a breach of this Agreement or any improper use of the Services as may be determined in RemoteLock’s reasonable discretion.  Improper use of the Services may include, without limitation, abuse of RemoteLock customer support.  This Agreement and access to your use of the Services shall immediately cease, without notice, upon termination of the agreement with the Customer that provided you access to the Services.  In addition, subject to any agreement between you and the Customer that provided you access to the Services, such Customer may terminate your access to the Services at any time and without notice.

Promptly upon termination or expiration of this Agreement, you will cease use of the Services.  Provisions that by their nature, should survive termination of this Agreement shall survive termination.  By way of example, the following will survive termination: indemnification obligations, any limitation of liability, terms regarding ownership of intellectual property and terms regarding disputes.  ON EXPIRATION OR TERMINATION OF THIS AGREEMENT, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, REMOTELOCK SHALL NOT HAVE ANY OBLIGATION TO RETAIN OR RETRIVE DATA COLLECTED IN CONNECTION WITH YOUR USE OF THE SERVICES.  

Confidentiality.

Confidential Information. RemoteLock may from time to time during the term of this Agreement disclose or make available to you certain non-public information regarding its business, including non-public information regarding the operation of the Services and Software (“Confidential Information”). 

Protection of Confidential Information. You shall not disclose the Confidential Information and shall otherwise protect such Confidential Information. You shall not use the Confidential Information of the Disclosing Party for any purpose other than in connection with your rights and duties pursuant to this Agreement. 

Exceptions. Notwithstanding anything herein to the contrary, Confidential Information shall not be deemed to include any information which (i) was already lawfully known to you at the time of disclosure by RemoteLock; (ii) was or becomes lawfully known to the general public without breach of this Agreement; or (iii) is required to be disclosed by law or by the order or a court or similar judicial or administrative body; provided, however, (a) that you shall notify RemoteLock of such requirement immediately and in writing, and shall cooperate reasonably with RemoteLock, at RemoteLock’s expense, in the obtaining of a protective or similar order with respect thereto and (b) such information shall continue to be deemed Confidential Information with respect to any other use or disclosure.

Limitation of Liability. 

YOU AGREE THAT IN NO EVENT SHALL REMOTELOCK OR ITS PARENTS, AFFILIATES, RELATED COMPANIES, DIRECTORS, EMPLOYEES, CONTRACTORS, OFFICERS, AGENTS, REPRESENTATIVES, LICENSORS OR SUPPLIERS (COLLECTIVELY, REMOTELOCK AND THE OTHER ENTITIES, THE “REMOTELOCK ENTITIES”) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT, THE SERVICE, THE SOFTWARE AND/OR ANY INFORMATION OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST DATA, UNAUTHORIZED ACCESS TO YOUR PROPERTY, PROPERTY DAMAGE OR INABILITY TO USE THE SOFTWARE, AND/OR ANY INFORMATION OR SERVICES, EVEN IF THE REMOTELOCK ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ADDITIONALLY, IN NO EVENT SHALL THE REMOTELOCK ENTITIES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS (US$100.00). THE LIMITATIONS OF THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. 

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE LIMITATION OF LIABILITY.

Indemnification.  

By You. You agree to defend, indemnify and hold harmless the RemoteLock Entities from and against any claims, suits or other actions brought by third parties (including any government entity), including, without limitation, associated losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) resulting from or relating to (i) any breach by you (including your employees, agents and representatives) of your representations, obligations, duties, or responsibilities under this Agreement; (ii) any negligent actions or omissions on the part of you (including your employees, agents and representatives); or (iii) an allegation that the authorized use by RemoteLock of any User Information infringes or misappropriates the rights (including Intellectual Property Rights and privacy rights) of, or has caused liability, harm or damage to, any third party, or otherwise relating to the User Information.

Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its conflict of law provisions. The parties agree that the Uniform Computer Information Transactions Act (UCITA) is hereby excluded from application to this Agreement and the parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

Dispute Resolution: Mandatory, Bilateral Arbitration and Waiver of Class Actions

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

YOU AND REMOTELOCK AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF THE SERVICES OR TO THIS AGREEMENT SHALL BE RESOLVED ONLY BY FINAL AND BINDING BILATERAL ARBITRATION, except that (1) you may assert claims in small claims court in your county of residence within the United States if your claims qualify; and (2) this agreement to arbitrate does not include your or RemoteLock’s right to seek injunctive or other equitable relief in state or federal court in Denver County, Colorado to prevent the actual or threatened infringement, misappropriation or violation of a party’s Intellectual Property Rights. The Federal Arbitration Act (the “FAA”), 9 U.S.C. §1, et seq., and federal arbitration law apply to this Agreement and govern all questions as to whether a dispute is subject to arbitration.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement.

For the avoidance of doubt, disputes subject to this agreement to arbitrate shall include, but are not limited to, any claims or controversies between you and RemoteLock with respect to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and RemoteLock, even if the claim arises after you or RemoteLock has terminated your access to the Services and/or this Agreement.

Before initiating an arbitration, you and RemoteLock each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. Other than in the case of potential irreparable harm, you and RemoteLock agree to attempt in good faith to resolve any dispute prior to commencing an arbitration and not to commence an arbitration proceeding until forty-five days after delivery of the applicable Notice of Dispute.

Arbitration Process and Procedure 

If you and RemoteLock do not reach an agreed upon solution within forty-five (45) days from delivery of the Notice of Dispute, then either party may initiate binding arbitration as the sole means to resolve claims, subject to this Agreement. Arbitration shall (1) be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules & Procedures then in effect (the “JAMS Rules”) and as modified by this agreement to arbitrate, including the rules regarding filing, administration, discovery, and arbitrator fees; (2) be conducted by a single, neutral arbitrator; and (3) take place in the county where you reside or any reasonable location within the United States convenient for you. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply.

YOU AND REMOTELOCK EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. Further, unless both you and RemoteLock expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

If, for any reason, a claim proceeds in court rather than in arbitration, you and RemoteLock each waive the right to a jury trial.

YOU THEREFORE UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND REMOTELOCK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION FOR ANY CLAIMS COVERED BY THIS AGREEMENT.

The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration/. Notwithstanding any JAMS Rules to the contrary or any other provision in the arbitration rules chosen, by agreement, to govern, you and RemoteLock each agree that all issues regarding a dispute are delegated to the arbitrator to decide. Further, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Hearing

If your claim does not exceed $10,000 (USD), you and RemoteLock agree to waive an oral hearing by the arbitrator and the arbitration will be conducted solely on the basis of documents you and RemoteLock submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. To the extent an oral hearing is requested by you or RemoteLock, or deemed necessary by the arbitrator, you and RemoteLock agree that the hearing will be conducted telephonically or videographically.

Arbitrators Decision

An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court of competent jurisdiction.

Fees

It is each parties’ responsibility to pay any JAMS filing, case management/administrative, and arbitrator fees as set forth in the JAMS Rules. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, RemoteLock will pay the additional cost. If your claim for damages does not exceed $25,000 (USD) and you follow the dispute notice procedure set forth above, RemoteLock will pay all such fees unless the arbitrator finds that either the substance of your dispute or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b)).

Small Claims and Government Action

As an alternative to arbitration, you or RemoteLock may resolve disputes in a small claims court that has jurisdiction over your claim. This Agreement and this arbitration agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against RemoteLock on your behalf.

General. 

Electronic Communications. By using the Services, you consent to receiving electronic communications from RemoteLock. These electronic communications may include notices about transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with RemoteLock and you receive them as part of your agreement with RemoteLock. You agree that any notices, agreements, disclosures or other communications that RemoteLock sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. 

Entire Agreement. This Agreement represents the entire understanding between you and RemoteLock relating to your use of the Services.  To the extent that your use of the Services involves or is integrated with products or services of third parties, third party terms may also apply to the third-party services.  

Minors. You must be at least 18 years old (or as may otherwise be required under applicable law but in no event under the age of 18) to use the Services. 

Assignment. You may not assign this Agreement (including any rights thereunder) or delegate any of your obligations under this Agreement to any party without the express written consent of RemoteLock. Any attempted assignment in violation of the foregoing shall be void and of no effect.  Subject to the above, this Agreement shall be binding upon and inure to the benefit of your successors and assigns. 

Notice. Any notice hereunder shall be in writing and shall be given by certified mail or by email.  Notice to you shall be to any physical and/or email address that is provided by you (or on your behalf) to RemoteLock.  If you do not provide any address to RemoteLock, notice may be provided by RemoteLock in any manner determined in RemoteLock’s reasonable discretion.  Notice to RemoteLock shall be provided by email to legalnotice@remotelock.com.  Notices shall be deemed given when received. 

Force Majeure

RemoteLock shall not be liable for any breach of the Agreement or for any delay or failure of performance resulting from any cause beyond RemoteLock’s reasonable control, including but not limited to the weather, civil disturbances, acts of civil or military authorities, pandemics or acts of God. 

Other Provisions.

If you’re agreeing to this Agreement on behalf of an entity, you represent and warrant that you are authorized to agree on such entity’s behalf and bind it to these terms. 

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at 800-952-5210.

No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced. 

No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, shall be deemed as a waiver of any such right, power or remedy. 

If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. 

You shall not export the Services or Software in violation of any export control laws. 

The parties’ relationship shall be solely that of independent contractor and nothing contained in this Agreement shall be construed to make either party an agent, partner, joint venturer or representative of the other for any purpose.