You warrant and agree that You have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant that You are a human individual that is eighteen (18) years of age or older and that You are not a bot, script, or other computer or machine. You warrant that You are not prohibited from assenting to this Agreement by any preexisting Agreement. If You are using the Website on behalf of a third party, including but not limited to a business entity, You warrant that You are the authorized representative of that third party and have the authority to bind that third party to the terms of this Agreement.
2. User Account.
The Company may provide You with the ability to register a user account (“User Account”), which will provide access to the Services. Your User Account is protected by a username and password. You recognize that You are solely responsible for maintaining the security and confidentiality of Your username and password and that You are responsible for any unauthorized access to Your User Account. In the event Your User Account is accessed without Your authorization, You agree to notify the Company immediately. The Company reserves the right to restrict access to, suspend, disable, or delete Your User Account at any time, in its sole discretion, and without prior warning.
Subject to the terms of this Agreement and conditional upon timely payment for any Services licensed through Your User Account, Company grants You a limited, non-exclusive, non-transferable, worldwide, and revocable license to use the Services in executable form and for their customary and intended purposes.
5. License Conditions.
As a condition of the license granted to You under the terms of this Agreement, and except where otherwise expressly allowed under the terms of this Agreement, You are expressly prohibited from the following:
- Distributing, framing, emulating, cloning, publishing, displaying, selling, assigning, sublicensing, renting, leasing, loaning, modifying, publicly displaying, publicly performing, creating derivative works of, translating, or adapting the Services;
- Decompiling, reverse engineering, disassembling, or hacking the Services;
- Scraping, caching, or utilizing the Services through a proxy;
- Unless otherwise allowed under a group license, granting more than one user access to the Services;
- Circumventing the Services’ technology protection measures;
- Infringing upon the intellectual property or other proprietary rights of Company;
- Exporting the Services in violation of the export controls or regulations of the laws of Your country or any other country’s laws or regulations;
- Using the Services to violate any applicable law, statute, regulation, ordinance, or treaty, whether national or international;
- Using the Services to violate the policies of any third party marketplace or platform, including, but not limited to, Amazon.com;
- Using the Services to violate the rights of third parties, including, but not limited to, personal and proprietary rights;
- Removing or altering any proprietary notices contained within the Services, including, but not limited to, copyright, patent, and trademark notices.
6. Support and SLA.
- Support is available through the UseResponse community, email, live chat, or UseResponse contacts page and is valid while You have a
subscription to the Services that is active. Company will provide the following support services based on the level of package that you
select for the Services:
- Service Level Agreement - Basic Package Customers – Monday –Friday – 11 am – 21:00 GMT +3 – First Reply Time – 8 hours, Next Reply Time - 24 Hours. Saturday – Sunday - +4 Hours to business days.
- Service Level Agreement - Enterprise Package Customers – Monday –Friday – 11 am – 21:00 GMT +3 – First Reply Time – 2 hours, Next Reply Time – 4 Hours. Saturday – Sunday - +4 Hours to business days.
- Company provides dedicated database resources and will manage its resources to provide a market standard of service uptime and data access.
7. Proprietary Rights.
You understand and agree that the Services, including, but not limited to, their source code, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of Company. Under the terms of this Agreement, You do not acquire any ownership rights to the Services or the data contained therein. You acquire only a limited license to use the Services subject to the terms of this Agreement. All other rights are reserved by Company.
You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on or through the Services by Company, including, but not limited to, THREE COLTS GROUP and USERESPONSE, are common law or registered trademarks owned by or licensed to the Company. You are expressly prohibited from using the trademarks of Company to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of Your goods or services. You are further prohibited from using the trademarks of Company in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.
When You register and use a User Account to access the Services, You may be charged a subscription fee (“Subscription Fee”) by Company depending on the services You utilize. The Subscription Fee will be payable at the times specified by Company on the website associated with the Services and may be billed on a reoccurring basis. All Subscription Fee payments for the Services are non-refundable. You represent and warrant that You will timely pay all fees and charges and You agree that the Company will charge Your payment method on a reoccurring basis. The Company reserves the right to terminate Your User Account and access to the Services for Your failure to timely pay. All Subscription Fees will be quoted and payable in United States Dollars. You agree that You will not initiate any chargebacks against the Company unless approved by the Company in writing. You understand and agree that You will be held responsible for any costs or fees associated with any unauthorized chargebacks. Any disputes as to payment must be brought to the Company’s attention in writing within thirty (30) days or will otherwise be barred.
10. Third-Party Services.
Through Your use of the Services, You may interact with third party services or websites that are not under the Company’s ownership or control. You understand and agree that the Company cannot be held liable for Your use of third party services and You are directed to review the terms and privacy polices adopted by all third party service providers.
You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with Your use of the Services. The Company will report as income all payments received from You to the Company to all proper taxing authorities.
12. Term and Termination.
The term of this Agreement will begin upon Your first accessing of the Services and will continue until the earlier of the following: (i) Company terminates Your access to the Services; or (ii) You cease using the Services and terminate Your User Account. The Company reserves the right to terminate the Services or Your access to the Services in its sole and absolute discretion and without prior notice.
13. Disclaimer of Warranties and Limitation of Liability.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT THE COMPANY WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE SERVICES OR DOWNTIME. YOU ACKNOWLEDGE THAT THE COMPANY MAKES NO GUARANTEE OR REPRESENTATION OF ANY KIND CONCERNING THE SERVICES, INCLUDING ANY GUARANTEE OR REPRESENTATION THAT YOU WILL OBTAIN A PARTICULAR OUTCOME THROUGH YOUR USE OF THE USE OF THE SERVICES OR THAT YOU WILL OBTAIN A CERTAIN RESULT THROUGH YOUR USE OF THE SERVICES. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT COMPANY’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE SERVICES OR $1,000, WHICHEVER IS LESS.
You agree to indemnify, defend, and hold harmless the Company, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives, from any and all losses, including, but not limited to, costs and attorneys' fees, arising out of or related to (i) Your use of the Services, (ii) Your violation of any term or condition of this Agreement; (iii) Your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; (iv) Your violation of the policies or procedures of any third party marketplace, including, but not limited to, Amazon.com; and (v) Your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international. Your obligation to defend Company will not provide You with the ability to control Company's defense, and Company reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
YOU AND THE COMPANY AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES. EXCEPT FOR CLAIMS THAT MAY BE BROUGHT IN SMALL CLAIMS COURT, CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, OR CLAIMS FOR INJUNCTIVE RELIEF BY EITHER PARTY, YOU AND THE COMPANY AGREE THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF, IN RELATION TO, OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DISPUTES, CLAIMS (WHETHER IN TORT, CONTRACT, STATUTORY, OR OTHERWISE), OR DISAGREEMENTS CONCERNING THE EXISTENCE, BREACH, INTERPRETATION, APPLICATION, OR TERMINATION OF THIS AGREEMENT, WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT IN DOVER, DELAWARE OR, AT THE OPTION OF THE PARTY SEEKING RELIEF, BY TELEPHONE, ONLINE, OR VIA WRITTEN SUBMISIONS ALONE, AND BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER THE THEN IN FORCE COMMERCIAL ARBITRATION RULES BY ONE ARBITRATOR APPOINTED IN ACCORDANCE WITH SUCH RULES. SUCH ARBITRATION WILL BE INDEPENDENT AND IMPARTIAL. IF THE PARTIES FAIL TO AGREE ON THE ARBITRATOR WITHIN TWENTY (20) CALENDAR DAYS AFTER THE INITIATION OF THE ARBITRATION HEREUNDER, AAA WILL APPOINT THE ARBITRATOR.
THIS ARBITRATION WILL BE CONDUCTED IN THE ENGLISH LANGUAGE. THE DECISION OF THE ARBITRATOR WILL BE FINAL AND BINDING ON THE PARTIES AND JUDGMENT ON ANY AWARD(S) RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. NOTHING IN THIS SECTION WILL PREVENT EITHER PARTY FROM SEEKING IMMEDIATE INJUNCTIVE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION, AND ANY SUCH REQUEST SHALL NOT BE DEEMED INCOMPATIBLE WITH THE AGREEMENT TO ARBITRATE OR A WAIVER OF THE RIGHT TO ARBITRATE. THE PARTIES UNDERTAKE TO KEEP CONFIDENTIAL ALL AWARDS IN THEIR ARBITRATION, TOGETHER WITH ALL CONFIDENTIAL INFORMATION, ALL MATERIALS IN THE PROCEEDINGS CREATED FOR THE PURPOSE OF THE ARBITRATION, AND ALL OTHER DOCUMENTS PRODUCED BY THE OTHER PARTY IN THE PROCEEDINGS AND NOT OTHERWISE IN THE PUBLIC DOMAIN, SAVE AND TO THE EXTENT THAT DISCLOSURE MAY BE REQUIRED OF A PARTY BY LEGAL DUTY, TO PROTECT OR PURSUE A LEGAL RIGHT OR TO ENFORCE OR CHALLENGE AN AWARD IN LEGAL PROCEEDINGS BEFORE A COURT OR OTHER JUIDICAL AUTHORITY. THE ARBITRATOR SHALL AWARD ALL FEES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, TO THE PREVAILING PARTY. ANY JUDGMENT RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE LICENSING OF THE SERVICES, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND YOU AND THE COMPANY EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.
ANY CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF EACH APPLICABLE LICENSE OR SALE OR WILL OTHERWISE BE BARRED.
16. Force Majeure.
The Company will not be responsible for any delay or failure in performance of the Services arising out of any cause beyond Company’s control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents.
The representations, warranties, duties, and covenants made by You under this Agreement will survive the termination of this Agreement, Your User Account, or the Services, including, but not limited to, Your duty to indemnify and defend Company.
This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
You are expressly prohibited from assigning Your rights and duties under this Agreement. Company reserves the right to assign its rights and duties under this Agreement, including in a sale of Company or the Services.
20. Waiver and Integration.
No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.