1. AGREEMENT
These Terms of Use (the “Agreement”) constitute a legally binding agreement by
and between Ezdoss (“Ezdoss”) and you or your company (in either case, “You” or
“Your”) concerning Your use of Ezdoss’s website (the “Website”) and the
services available through the Website (the “Services”). By using the Website,
You represent and warrant that You have read and understood, and agree to be
bound by, the Agreement and Ezdoss’s Privacy Policy (the
“Privacy Policy”). IF YOU DO NOT UNDERSTAND THIS AGREEMENT,
OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY
LEAVE THE WEBSITE AND CEASE USING THE SERVICES.
2. PRIVACY POLICY
By using the Website, You consent to the collection and use of certain
information about You, as specified in the Privacy Policy. Ezdoss
encourages users of the Website to frequently check Ezdoss’s Privacy Policy for changes.
3. CHANGES TO AGREEMENT AND PRIVACY POLICY
Internet and the applicable laws, rules, and regulations change frequently.
ACCORDINGLY, Ezdoss RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY
POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW
VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW
THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND
EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE
SERVICES. Unless Ezdoss obtains Your express consent, any revised Privacy Policy will apply only to information
collected by Ezdoss after such time as the revised Privacy
Policy takes effect, and not to information collected under any
earlier Privacy Policies.
4.
ELIGIBILITY
BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT
LEAST 14 YEARS OLD AND YOUR USE OF THE WEBSITE OR SERVICES DOES NOT VIOLATE ANY
APPLICABLE LAW OR REGULATION. Any individual using the Website or Services on
behalf of a company further represents and warrants that they are authorized to
act and enter into contracts on behalf of that company. This Agreement is void
where prohibited.
5.
LICENSE
Subject to Your compliance with the terms and conditions of this Agreement,
Ezdoss grants You a non-exclusive, non-sublicensable, revocable as stated in
this Agreement, non-transferable license to use the Website and Services.
Except as expressly set forth herein, this Agreement grants You no rights in or
to the intellectual property of Ezdoss or any other party. The license granted
in this section is conditioned on Your compliance with the terms and conditions
of this Agreement. In the event that You breach any provision of this
Agreement, Your rights under this section will immediately terminate.
6. USER INFORMATION/PASSWORD PROTECTION
In connection with Your use of certain Services, You may be required to complete
a registration form. You represent and warrant that all information You provide
on any registration form or otherwise in connection with Your use of the
Website and Services will be complete and accurate, and that You will update
that information as necessary to maintain its completeness and accuracy by
emailing us at info@ezdoss.com. For additional information, see the section
concerning User Ability To Access, Update, And Correct Personal Information in
Ezdoss’s Privacy Policy.
You
may also be asked to provide, or may be given, a user name and password in
connection with certain of the Services. You are entirely responsible for
maintaining the confidentiality of Your password. You may not use the account,
user name, or password of someone else at any time. You agree to notify Ezdoss
immediately of any unauthorized use of Your account, user name, or password.
Ezdoss shall not be liable for any loss that You incur as a result of someone
else using Your password, either with or without Your knowledge. You may be
held liable for any losses incurred by Ezdoss, its affiliates, officers,
directors, employees, consultants, agents, and representatives due to someone
else’s use of Your account or password.
7.
THIRD-PARTY WEBSITES
The Website may be linked with the websites of a number of third parties
(“Third-Party Websites”), some of whom may have established relationships with
Ezdoss and some of whom may not. Ezdoss does not have control over the content
and performance of Third-Party Websites. Ezdoss HAS NOT REVIEWED, AND CANNOT
REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER
GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES.
ACCORDINGLY, Ezdoss DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY
WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF
THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY
WEBSITES. Ezdoss DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND
LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES,
RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
YOU
AGREE THAT, WHEN LINKING TO OR OTHERWISE ACCESSING OR USING A THIRD-PARTY
WEBSITE, YOU ARE RESPONSIBLE FOR: (I) TAKING PRECAUTIONS AS NECESSARY TO
PROTECT YOU AND YOUR COMPUTER SYSTEMS FROM VIRUSES, WORMS, TROJAN HORSES,
MALICIOUS CODE AND OTHER HARMFUL OR DESTRUCTIVE CONTENT; (II) ANY DOWNLOADING,
USE OR PURCHASE OF MATERIAL THAT IS OBSCENE, INDECENT, OFFENSIVE, OR OTHERWISE
OBJECTIONABLE OR UNLAWFUL, OR THAT CONTAINS TECHNICAL INACCURACIES,
TYPOGRAPHICAL MISTAKES AND OTHER ERRORS; (III) ANY DOWNLOADING, USE OR PURCHASE
OF MATERIAL THAT VIOLATES THE PRIVACY OR PUBLICITY RIGHTS, OR INFRINGES THE
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, OR THAT IS
SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, STATED OR UNSTATED; (IV) ALL
FINANCIAL CHARGES OR OTHER LIABILITIES TO THIRD PARTIES RESULTING FROM
TRANSACTIONS OR OTHER ACTIVITIES; AND (V) READING AND UNDERSTANDING ANY TERMS
OF USE OR PRIVACY POLICIES THAT APPLY TO THOSE THIRD-PARTY WEBSITES.
8.
CONSENT TO RECEIVE EMAIL
By establishing an account with Ezdoss, You thereby consent to receive periodic
email communications from Ezdoss regarding the Services and other matters.
9.
FEES & REFUND POLICY
You acknowledge that Ezdoss reserves the right to charge for the Services and
to change its fees from time to time in Ezdoss’s sole discretion. If Ezdoss
terminates Your Membership in accordance with this Agreement, You shall not be
entitled to the refund of any unused portion of subscription fees.
10.
ONLINE FORUMS
“Online Forum” is any area, site or feature offered as part of the Website that
enables You (a) to submit, post, display and/or view User Content (as defined
in Section 11, below), and/or (b) to communicate, share, or exchange User
Content with other Website members or visitors, including without limitation,
discussion forums, message boards, and chat rooms. You understand and
acknowledge that anything You submit or post by way of any Online Forum may be
viewed on the Internet by the general public and that, therefore, You have no
expectation of privacy with regard to any such submission or posting. You are,
and shall remain, solely responsible for the User Content submitted and/or
posted under your username, or otherwise by You, in any Online Forum and for
the consequences of submitting and posting same. You understand and acknowledge
that the use of User Content posted on any Online Forum is at Your own risk.
Ezdoss is not responsible for, and Ezdoss does not endorse, the opinions,
advice or recommendations posted or sent by users in any Online Forum, and
Ezdoss specifically disclaims any and all liability in connection therewith.
Your ability to access and view User Content with an Online Forum and/or to submit
and post User Content within an Online Forum may be subject to certain age
restrictions, and other restrictions, that Ezdoss may revise at its sole
discretion, at any time, for any reason or no reason at all. Such restrictions
will be posted with the Online Forum, as applicable.
11. USER CONTENT
“User Content” is any publicly available messages and any content, materials or
information, not including private messages and Personal Information (as
defined in Ezdoss’s Privacy Policy), that You upload or
post to, or transmit, display, perform or distribute by means of, the Website,
whether in connection with Your use of Services or otherwise. YOU HEREBY GRANT
Ezdoss AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES,
REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, ASSIGNS, AND CONTRACTORS
(COLLECTIVELY, THE “Ezdoss Parties”) A PERPETUAL, FULLY PAID-UP, WORLDWIDE,
SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY
DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN
CONNECTION WITH THE OPERATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR
RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING
WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU AGREE TO WAIVE, AND HEREBY
WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE Ezdoss
PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION
ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. YOU WILL
NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION.
You hereby represent and warrant that You own all rights, title and interest in
and to User Content or are otherwise authorized to grant the rights provided
the Ezdoss Parties under this section. You further represent and warrant that
all User Content fully complies with Ezdoss’s Prohibited Content Guidelines.
12.
OBJECTIONABLE CONTENT
You represent and warrant that you shall not use the Website or Services to
upload, post, transmit, display, perform, distribute or hyperlink to any
content, information or materials that: (a) are libelous, defamatory, abusive,
or threatening, excessively violent, harassing, obscene, lewd, lascivious,
filthy, pornographic, may constitute a false accusation of criminal activity,
may constitute child pornography, may solicit personal information from or
exploit in a sexual or violent manner anyone under the age of 18, or are
otherwise objectionable; (b) advocate or encourage conduct that could
constitute a criminal offense, give rise to civil liability, or otherwise
violate any applicable local, state, national, or foreign law or regulation;
(c) advertise or otherwise solicit funds or constitute a solicitation for goods
or services; or (d) violate any provision of this Agreement or any other Ezdoss
agreement or policy, including without limitation Ezdoss’s Prohibited Content
Guidelines (collectively, “Objectionable Content”). Ezdoss may monitor the
Website for Objectionable Content. Without limiting any of its other remedies,
Ezdoss reserves the right to terminate Your use of the Website and Services or
Your uploading, posting, transmission, display, performance or distribution of
Objectionable Content. Ezdoss, in its sole discretion, may delete any
Objectionable Content from its servers. Ezdoss intends to cooperate fully with
any law enforcement officials or agencies in the investigation of any violation
of this Agreement or of any applicable laws.
13.
PROHIBITED USES
Ezdoss imposes certain restrictions on Your use of the Website and the
Services. You represent and warrant that you will not: (a) violate or attempt
to violate any security features of the Website or Services; (b) access content
or data not intended for You, or log onto a server or account that You are not
authorized to access; (c) attempt to probe, scan, or test the vulnerability of
the Services, the Website, or any associated system or network, or breach
security or authentication measures without proper authorization; (d) interfere
or attempt to interfere with the use of the Website or Services by any other
user, host or network, including, without limitation by means of submitting a virus,
overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (e) use the
Website or Services to send unsolicited e-mail, including without limitation
promotions or advertisements for products or services; (f) forge any TCP/IP
packet header or any part of the header information in any e-mail or in any
uploading or posting to, or transmission, display, performance or distribution
by means of, the Website or Services; or (g) attempt to modify,
reverse-engineer, decompile, disassemble or otherwise reduce or attempt to
reduce to a human-perceivable form any of the source code used by the Ezdoss
Parties in providing the Website or Services. Any violation of this section may
subject You to civil and/or criminal liability.
14.
INTELLECTUAL PROPERTY
(a) Compliance with Law
You represent and warrant that, when using the Website and Services, You will
obey the law and respect the intellectual property rights of others. Your use
of the Website and Services is at all times governed by and subject to laws
regarding copyright ownership and use of intellectual property generally. You
agree not to upload, post, transmit, display, perform or distribute any
content, information or other materials in violation of any third party’s
copyrights, trademarks, or other intellectual property or proprietary rights.
YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY
INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND
SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO
NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.
(b)
Trademarks
Ezdoss, the Ezdoss logo (the “Ezdoss Marks”) are trademarks or registered
trademarks of Ezdoss LLC. Other trademarks, service marks, graphics, logos and
domain names appearing on the Website may be the trademarks of third parties.
Neither Your use of the Website and Services nor this Agreement grant You any
right, title or interest in or to, or any license to reproduce or otherwise
use, the Ezdoss Marks or any third-party trademarks, service marks, graphics,
logos or domain names. You agree that any goodwill in the Ezdoss Marks
generated as a result of Your use of the Website and Services will inure to the
benefit of Ezdoss, and You agree to assign, and hereby do assign, all such
goodwill to Ezdoss. You shall not at any time, nor shall You assist others to,
challenge Ezdoss’s right, title, or interest in or to, or the validity of, the
Ezdoss Marks.
(c)
Copyrighted Materials; Copyright Notice
All Content and other materials available through the Website and Services,
including without limitation the Ezdoss logo, design, text, graphics, and other
files, and the selection, arrangement and organization thereof, are either
owned by Ezdoss or are the property of Ezdoss’s licensors and suppliers. Except
as explicitly provided, neither Your use of the Website and Services nor this
Agreement grant You any right, title or interest in or to any such materials.
Copyright © 2019 to the present, Ezdoss. ALL RIGHTS RESERVED.
(d)
DMCA Policy
As Ezdoss asks others to respect Ezdoss’s intellectual property rights, Ezdoss
respects the intellectual property rights of others. If you believe content
located on or linked to by the Website violates Your copyright, you are
encouraged to notify Ezdoss in accordance with Ezdoss’s Digital Millennium
Copyright Act Policy. Ezdoss will respond to all such notices, including as
required or appropriate by removing the offending material or disabling all
links to the offending material. Ezdoss has adopted a policy that provides for
the immediate suspension and/or termination of any user who is found to have
infringed on the rights of Ezdoss or of a third party, or otherwise violated
any intellectual property laws or regulations.
15.
DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES
EZDOSS, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS
ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS
AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, EZDOSS, ON BEHALF OF ITSELF
AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT. NEITHER EZDOSS NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT
THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION
OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER EZDOSS
NOR ITS, LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF
THE WEBSITE OR SERVICES.
(b)
YOUR RESPONSIBILITY FOR DEFAMATORY COMMENTS
YOU AGREE AND UNDERSTAND THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES
SUFFERED BY OTHER EZDOSS USERS OR THIRD PARTIES AS THE RESULT OF ANY REMARKS,
INFORMATION, FEEDBACK OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE WEBSITE
THAT IS DEEMED DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE. UNDER THE FEDERAL
COMMUNICATIONS ACT OF 1996, EZDOSS IS NOT LEGALLY RESPONSIBLE, NOR CAN IT BE
HELD LIABLE FOR DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION TO ANY
DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE REMARKS, INFORMATION, FEEDBACK OR
OTHER CONTENT POSTED OR MADE AVAILABLE ON THE WEBSITE.
(c)
YOUR RESPONSIBILITY FOR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU
WILL NOT HOLD EZDOSS OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE
FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE,
INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE
INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER
LIMITATIONS.
(d)
LIMITATION OF LIABILITY
THE LIABILITY OF EZDOSS AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EZDOSS OR ITS LICENSORS OR
SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST
PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY,
EMOTIONAL DISTRESS, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF
GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE
FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO Ezdoss OR
ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF
THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE
DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR
FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF Ezdoss AND ITS LICENSORS
AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL NOT EXCEED THE LESSER OF (A)
AGGREGATE PRICE YOU PAID TO Ezdoss DURING THE YEAR PRECEDING THE INCIDENT OR
INCIDENTS GIVING RISE TO SUCH LIABILITY OR (B) $50.00. YOU AGREE THAT THIS
LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A
FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN Ezdoss AND YOU. THE
WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
(e)
APPLICATION
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY
OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY
OTHER AGREEMENT BETWEEN YOU AND EZDOSS OR BETWEEN YOU AND ANY OF EZDOSS’S LICENSORS
AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED
WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE
DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS
LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND
LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY
FAILS ITS ESSENTIAL PURPOSE. EZDOSS’S LICENSORS AND SUPPLIERS ARE INTENDED
THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE
WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED
IN THIS SECTION.
16.
GENERAL REPRESENTATION AND WARRANTY
You represent and warrant that Your use of the Website and Services will be in
accordance with this Agreement and any other Ezdoss policies, and with any
applicable laws or regulations.
17.
INDEMNITY BY YOU
You agree to defend, indemnify and hold harmless Ezdoss and its officers,
directors, employees, agents, affiliates, representatives, sublicensees, successors,
assigns, and contractors (collectively, the “Ezdoss Parties”) from and against
any and all claims, actions, demands, causes of action and other proceedings
(collectively, “Claims”), including but not limited to legal costs and fees,
arising out of or relating to: (i) Your breach of this Agreement, including
without limitation any representation or warranty contained in this Agreement;
(ii) any allegation of defamation, libel, slander, obscenity, pornography, or
violation of the rights of privacy or publicity; (iii) Your access to or use of
the Website or Services; (iv) Your provision to Ezdoss or any of the Ezdoss
Parties of information or other data; or (v) the release of private data
pursuant to a court order or subpoena.
The
Ezdoss Parties will have the right, but not the obligation, to participate
through counsel of their choice in any defense by You of any Claim as to which
You are required to defend, indemnify or hold harmless the Ezdoss Parties. You
may not settle any Claim without the prior written consent of the concerned
Ezdoss Parties.
18.
GOVERNING LAW; JURISDICTION AND VENUE
The Website, Services, and this Agreement, including without limitation this
Agreement’s interpretation, shall be treated as though this Agreement were
executed and performed in San Francisco, California and shall be governed by
and construed in accordance with the laws of the State of California without
regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING
OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE
INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER
WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN
ABOVE. The language in this Agreement shall be interpreted in accordance with
its fair meaning and not strictly for or against either party.
(a)
Requirement of Arbitration
You agree that any dispute, of any nature whatsoever, between You and Ezdoss
arising out of or relating to the Website, Services, or this Agreement, shall
be decided by neutral, binding arbitration before a representative of JAMS in
San Francisco, California unless You and Ezdoss mutually agree to a different
arbitrator, who shall render an award in accordance with the substantive laws
of California. A final judgment or award by the arbitrator may then be duly
entered and recorded by the prevailing party in the appropriate court as final
judgment. The arbitrator shall award costs (including, without limitation, the
JAMS’ fee) to the prevailing party, but not attorney’s fees.
(b)
Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude You or Ezdoss from seeking
provisional remedies in aid of arbitration, including without limitation orders
to stay a court action, compel arbitration or confirm an arbitral award, from a
court of competent jurisdiction. Furthermore, this agreement to arbitrate will
not preclude You or Ezdoss from applying to a court of competent jurisdiction
for a temporary restraining order, preliminary injunction, or other interim or
conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED
UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND
STATE COURTS LOCATED IN SAN JOSE, CALIFORNIA; THE PARTIES HEREBY WAIVE ANY
OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
19.
TERMINATION
(a) By Ezdoss
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, EZDOSS RESERVES THE
RIGHT TO, IN EZDOSS’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE
OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT
ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY
REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY
APPLICABLE LAW OR REGULATION.
(b)
Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event that You breach any
of this Agreement’s representations, warranties or covenants. Such termination
shall be automatic, and shall not require any action by Ezdoss.
(c)
By You
You may terminate this Agreement and Your rights hereunder at any time, for any
or no reason at all, by providing to Ezdoss notice of Your intention to do so,
in the manner required by this Agreement.
(d)
Effect of Termination
Any termination of this Agreement automatically terminates all rights and
licenses granted to You under this Agreement, including all rights to use the
Website and Services. Upon termination, Ezdoss may, but has no obligation to,
in Ezdoss’s sole discretion, delete from Ezdoss’s systems all User Content,
Your Personal Information and any other files or information that You made
available to Ezdoss or that otherwise relate to Your use of the Website or
Services. Subsequent to termination, Ezdoss reserves the right to exercise
whatever means it deems necessary to prevent Your unauthorized use of the
Website and Services, including without limitation technological barriers such
as IP mapping and direct contact with Your Internet Service Provider.
(e)
Legal Action
If Ezdoss, in Ezdoss’s discretion, takes legal action against You in connection
with any actual or suspected breach of this Agreement, Ezdoss will be entitled
to recover from You as part of such legal action, and You agree to pay,
Ezdoss’s reasonable costs and attorneys’ fees incurred as a result of such
legal action. The Ezdoss Parties will have no legal obligation or other
liability to You or to any third party arising out of or relating to any
termination of this Agreement.
(f)
Survival
Upon termination, all rights and obligations created by this Agreement will
terminate, except that Sections 1-3, 6-8, 9-18 and 20 will survive any
termination of this Agreement. For clarification, termination of this Agreement
will not relieve You of Your obligation to pay any fees owed Ezdoss.
20.
GENERAL
(a) Entire Agreement; Amendment
This Agreement constitutes the entire agreement between Ezdoss and You
concerning Your use of the Websites. This Agreement and any other written
agreements executed between You and Ezdoss constitute the entire agreement
concerning Your use of the Services. This Agreement may only be modified by a
written amendment signed by an authorized executive of Ezdoss or by the
unilateral amendment of this Agreement by Ezdoss and by the posting by Ezdoss
of such amended version.
(b)
Severability; Waiver
If any part of this Agreement is held invalid or unenforceable, that part will
be construed to reflect the parties’ original intent, and the remaining
portions will remain in full force and effect. A waiver by either party of any
term or condition of this Agreement or any breach thereof, in any one instance,
will not waive such term or condition or any subsequent breach thereof.
(c)
Assignment
This Agreement and all of Your rights and obligations hereunder will not be
assignable or transferable by You without the prior written consent of Ezdoss.
This Agreement will be binding upon and will inure to the benefit of the
parties, their successors and permitted assigns.
(d)
Relationship
You and Ezdoss are independent contractors, and no agency, partnership, joint
venture or employee-employer relationship is intended or created by this
Agreement.
(e)
Third-Party Beneficiaries
Except for the Ezdoss Parties as and to the extent set forth in Sections 11,
13, 17 and 20(e), and Ezdoss’s licensors and suppliers as and to the extent
expressly set forth in Section 15, there are no third-party beneficiaries to
this Agreement.
(f)
Irreparable Injury
You acknowledge and agree that any actual or threatened breach of this Agreement
or infringement of proprietary or other third party rights by You would cause
irreparable injury to Ezdoss and Ezdoss’s licensors and suppliers, and would
therefore entitle Ezdoss or Ezdoss’s licensors or suppliers, as the case may
be, to injunctive relief.
(g)
Notices
All notices required or permitted to be given under this Agreement must be in
writing. Ezdoss shall give any notice by email sent to the most recent email
address, if any, provided by the intended recipient to Ezdoss. YOU BEAR THE
SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH EZDOSS IS
ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE
SENDING BY EZDOSS OF AN EMAIL TO THAT ADDRESS. You shall give any notice to
Ezdoss by means of: (i) hand delivery; (ii) certified U.S. mail, return receipt
requested, postage prepaid; or (iii) overnight courier, each as send to:
Ezdoss
Parkview Ave.
Langhorne, PA 19047
All
notices to Ezdoss will be deemed received as follows: (i) if by hand-delivery,
on the date of delivery; (ii) if delivery by U.S. mail, on the date of receipt
appearing on a return receipt card; or (iii) if by overnight courier, on the
date the receipt is confirmed by such courier service. You agree that any
notice received from Ezdoss electronically satisfies any legal requirement that
such notice be in writing.