Effective Date: Oct 24, 2021
These Terms of Service (“Terms” or “Agreement”) of (a) use of our website www.zedbud.com (“Website”), our applications (“Application”) or any products (“Product”) or services in connection with the Application/Website/Products (collectively referred to as “Services”) or (b) any modes of registrations or usage of products, are between Novis River, Inc. (referred to herein as “Zedbud,” “we,” “us” or “our”) and its users (referred to herein as ”User”, “you” or “your”).
If you are under the age of 18, you must have your parent or guardian read the agreement below and agree to it for you. If you don't get your parents or guardian to read and agree to this, you don't have permission to use zedbud.
This platform is exclusively for education related communication and services. Any information shared here is accessible to the connected school.
Any access to our Services through registration and/or subscription is non-transferable.
These terms will be governed by and construed in accordance with the substantive laws in force in the State of Delaware, United States of America.
We constantly try to improve our Services, so we may update these terms as we offer new and improved Services. We may at our discretion, modify or change the Terms and all elements of these terms or any aspect of the services at any time. Your continued use of the services after we change the Terms constitutes your acceptance of the change. If you do not agree to any change, you must not use the Services and must cancel our membership, if any. To do so, please cancel your Zedbud account (an “Account”) or contact us via email to firstname.lastname@example.org, and cease using the Services.
If any change is found invalid, void or for any reason unenforceable that change is severable and does not affect the validity and enforceability of any remaining changes and the remainder of the terms.
`These terms are void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
You represent and warrant to Zedbud that:
you are at least 18 years old; or if not, then you have your parent's (which expression shall unless the context or meaning be otherwise repugnant mean and include guardian) permission to use the Services, and your parent has read and agrees to these terms on your behalf;
all registration information you submit is accurate and truthful and not based on forged/illegal documents;
you will maintain the accuracy of such information;
you will use these Services only for legally compliant internal, non-commercial use;
if you're agreeing to these terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these terms on the organization or entity's behalf and bind them to these terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity). You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection, use of, and access to the Services, including ensuring that you have permission to communicate with anyone you choose to interact with through the Services.
License to access Zedbud
License to Access the Services - servers and applications. Subject to this Agreement, we hereby grant to you a limited, terminable, non-exclusive, non-transferable license, to access the Zedbud servers (the “Servers”) solely for the purposes of using the Services. To the extent your access to the Servers is through an application distributed by Zedbud (the “Application”).
Fees and payment; Responsibility for usage charges
Zedbud charges a fee for the use of the Services. You may be charged directly or through your organization. You hereby agree to all such fees and permit Zedbud to charge you for such fees using the payment method as described in the Order Form or during account registration. Your obligation to pay fees continues through the end of the subscription period subject to terms of cancellation of your account.
Zedbud reserves the right to charge you directly for specific services or features. We will notify you when we intend to charge for a service or feature. You will always have the choice whether to use those features. If you continue to use any service or feature after you have been notified of any applicable fees, that use constitutes your acceptance of any new or increased fees.
Note that, by using the Services, you may receive e-mail or text messages on your phone or mobile device, which may cause you to incur usage charges or other fees or costs in accordance with your wireless or data service plan. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply to your use of the Services.
We have also created plans for schools and districts that want additional features. You may learn about the Premium Plans by contacting us email@example.com
Account and Security
As a condition of using the Services, you are required to register with Zedbud.
Sign up for an account by providing your email address and/or phone (Zedbud User ID) and select a password. You must provide us with current, complete and accurate information (including your email address) as prompted by the applicable registration form. You hereby declare that all information that you submit during the registration process is true and accurate.
Users shall maintain the confidentiality of Account username and password and are responsible for any activity conducted from their account.
Please note that, Zedbud User ID should be an email address/ID that you have the right to use. Using another person’s name with the intent to impersonate that person or without permission is prohibited. Further, your account cannot be transferred to anyone else without our prior written permission.
You shall be responsible for maintaining the confidentiality of the account information and for all activities that occur under your account. You agree to immediately notify the Company of any unauthorized use of your account. If there is reason to believe that there is likely to be a breach of security or misuse of your account, we may request you to change the password or we may suspend Your account without any liability to the Company, for such period of time as we deem appropriate in the circumstances. We shall not be liable for any loss or damage arising from Your failure to comply with this provision.
You acknowledge that Your ability to use Your account is dependent upon external factors such as internet service providers and internet network availability and the Company cannot always guarantee accessibility to the Application/Website. In addition to the disclaimers set forth herein, the Company shall not be liable for any damages arising from your inability to log into Your account and access the services of the Application at any time.
You agree that you may only use the Services in accordance with Zedbud's Community Guidelines.
All materials displayed or performed or available on the Services (including, but not limited to text, graphics, data, articles, photographs, images, illustrations, User Submissions (defined below), and so forth (all of the foregoing, the "Content") are protected by copyright and other intellectual property laws. You may only use the Services for your own personal, non-commercial (meaning, you may not leverage the Services as a separate business) use and only in accordance with the terms of this Agreement and all laws that apply to you. Zedbud is not responsible for your use of the Services in any way that breaks the law. You agree you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and will not use, copy, modify, publish, distribute, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content, third party submissions or other proprietary rights not owned by you:
without the express prior written consent of the respective owners, and
in any way that violates anyone else's (including Zedbud's) rights.
You will not link to the Services without Zedbud's prior written consent, except in accordance with the terms of this Agreement.
Under no circumstances will Zedbud be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with your use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.
If Zedbud knows or becomes aware of a security breach of its users' personally identifiable information, Zedbud will notify affected users or post a notice on the Services as required by applicable law(s).
Third Party Service Providers
Zedbud has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services. In addition, Zedbud will not and cannot monitor, verify, censor or edit the content of any Third Party Services. By using the Services, you expressly relieve and hold harmless Zedbud from any and all liability arising from your use of any Third Party Services.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third parties. You agree that Zedbud will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between Zedbud users, or between Zedbud users and any third party, you understand and agree that Zedbud is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Zedbud, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our service.
Your Restrictions and Responsibilities
You warrant, represent and agree that you will NOT perform (or encourage anyone else to perform) any of the following prohibited activities while availing our Services:
make available any content that is misleading, unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child-pornographic, lewd, lascivious, profane, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
Stalking, intimidating and/or harassing another and/or inciting other(s) to commit violence; violates any law, statute, ordinance or regulation;
Transmitting material that encourages anyone to commit a criminal offense, that results in civil liability or otherwise breaches any relevant laws, regulations or code of practice;
Interfering with any other person's use or enjoyment of the Application/Website/Services;
infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any other third party;
jeopardizes the security of your account in any way, such as allowing someone else access to your account or password;
attempts, in any manner, to obtain the password, account, or other security information from any other user;
violates the security of any computer network, or cracks any passwords or security encryption codes;
runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
"crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
copies or stores any significant portion of the Content;
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services (or the products of Zedbud's third party service providers), alter or modify any part of the services provided;
Making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner, committing any act that amounts to the infringement of intellectual property or making available any material that infringes any intellectual property rights or other proprietary rights of anyone else;
Make available any content or material that You do not have a right to make available under any law or contractual or fiduciary relationship, unless You own or control the rights thereto or have received all necessary consents for such use of the content;
Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
Post, transmit or make available any material that contains viruses, trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines, code, files or such other programs that may harm the Application/services, interests or rights of other users or limit the functionality of any computer software, hardware or telecommunications, or that may harvest or collect any data or personal information about other Users without their consent;
Access or use the Application/Website/Services/products in any manner that could damage, disable, overburden or impair any of the Application's/Website's servers or the networks connected to any of the servers on which the Application/Website is hosted;
Intentionally or unintentionally interfere with or disrupt the services or violate any applicable laws related to the access to or use of the Application/Website/Services/products, violate any requirements, procedures, policies or regulations of networks connected to the Application/Website/Services/products, or engage in any activity prohibited by these Terms;
Disrupt or interfere with the security of, or otherwise cause harm to, the Application/Website/Services/products, materials, systems resources, or gain unauthorized access to user accounts, passwords, servers or networks connected to or accessible through the Application/Website/Services/products or any affiliated or linked sites;
Interfere with, or inhibit any user from using and enjoying access to the Application/Website/ Services/products, or other affiliated sites, or engage in disruptive attacks such as denial of service attack on the Application/Website/Services/products;
Use deep-links, page-scrape, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to increase traffic to the Application/Website/Services/products, to access, acquire, copy or monitor any portion of the Application /Website/Services/products, or in any way reproduce or circumvent the navigational structure or presentation of the Application, or any content, to obtain or attempt to obtain any content, documents or information through any means not specifically made available through the Application/ Website/Services/products;
Use the Services for purposes that are not permitted by: (i) these Terms; and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction; or
Violate any of the terms specified under the Terms for the use of the Application /Website/Services/products.
Zedbud reserves the right to terminate access of any third party application or service to our published or unpublished APIs.
Zedbud reserves the right (but does not have the obligation) to remove any Content from the Services at any time, for any reason (including, but not limited to, if we receive claims or allegations from individuals, companies or authorities relating to that Content or if Zedbud is concerned that you may have breached the foregoing restrictions), or for no reason at all.
You, not Zedbud, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise provide using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such Content to Zedbud.
If you delete your user account, your Content and name may remain available through the Services
You will be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, hardware, software, and long distance or local telephone service. You will be responsible for ensuring that such equipment or ancillary services are compatible with the Services.
You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
These terms apply to all users of our Services, but there may be additional terms depending on what type of user you are and whether you use the service for free, or pay for its use.
If you are a student, teammate or parent who is invited to be or added as a member of a class or group by an Organizer, you are a Participant. In order to use the services:
You must get your parent(s) to read and agree to this Agreement before using the Services if you are younger than 18.
You will only join schools, classes and/or groups to which you have been invited, or to which you belong.
In certain cases, you may be invited to join a class or group by another Participant who is already a member of that class or group.
The Organizer and other Participants of your class or group may be able to view information (including your personally identifiable information), as well as your User Submissions (defined below).
If you are connected to an Organization that has purchased a Plan from Zedbud, Verified Administrators of the Organization will be able to see and edit your contact information. Verified Administrators may be able to add, remove, and/or move you from classes or groups within the same Organization.
If you are a teacher, coach, administrator, or an adult who manages a “class” or “group” of members, then you are an Organizer. If you are accessing the Services as an Organizer and inviting users to join as Participants:
The Services may allow you to invite users to join and/or to add users to your class(s) and/or group(s).
You can invite/add Participants and other Organizers to your class, location or group by distributing "class codes" or "group codes", and communicate with those users, (in some cases, there may be more than one Organizer per class/group).
You may only share class or group codes with Participants and Organizers whom you wish to subscribe to your class/group. If you plan to broadly or publicly publish these codes, you must manage the accuracy of your subscriber lists carefully.
It's your responsibility to maintain and monitor the accuracy of the list of Participants for each of your classes or groups.
If you are connected to an Organization on a Zedbud Plan you may receive additional privileges from a Verified Administrator of your Organization. These privileges may include access to information and User Submissions (defined below) (including personally identifiable information but not personal contact information) of Participants and other Organizers in your class, group or affiliated Organization.
If you are connected to an Organization on a Zedbud Plan, Verified Administrators of that Organization may be able to join or message members of your class or group, add or update information in your Zedbud account profile, add, move or remove you from classes or groups affiliated with the Organization, and/or take other actions relating to your access and use of the Services through the Organization.
If you are agreeing to this Agreement on behalf of an Organization, such as a school or school district, club, or team, you are an Organization, then
You are responsible for maintaining the accuracy of the information relating to your Organization. If at any time you learn that a user of the Services claims to be affiliated with your organization but is not, in fact, affiliated with your Organization, or of any other inaccuracy relating to your Organization’s information, you will remove that user from your Organization and, if appropriate, notify Zedbud immediately by visiting zedbud.com/help (TODO: add help page).
If you are a staff member of a school or school district that has purchased a paid School or District Plan, and have been given administrative rights, then you are a Verified Administrator.
If Zedbud verifies you as a Verified Administrator of your Organization, you may have the ability to perform the following tasks:
invite and add Organizers and Participants to the Services,
view and manage users and information affiliated with your Organization,
add, move, or remove Organizers and Participants from classes and/or groups affiliated with your Organization,
connect and upload or sync information relating to Organizers, Participants, classes and/or groups using a data upload or syncing mechanism,
join classes and groups created by Organizers affiliated with your Organization,
communicate directly with other users affiliated with your Organization,
access and manage information and User Submissions, and
view the contact information, which will include personally identifiable information, of all Zedbud users connected with your school or district, as appropriate, and see which of those users received communications from your school or district.
You may not sign up for or use the Services as someone you are not; Zedbud may disable or terminate your account if you do so.
IF YOU CHOOSE TO DO ANY OF THE ABOVE, YOU REPRESENT AND WARRANT THAT YOU HAVE ALL RIGHTS AND HAVE OBTAINED ALL CONSENTS AND AUTHORIZATIONS NECESSARY TO PERFORM SUCH TASKS AND THAT YOU WILL ONLY USE PERSONAL INFORMATION IN ACCORDANCE WITH APPLICABLE PRIVACY LAWS.
Zedbud may use the information you upload to the Services in order to verify Organizers' and Participants' affiliations and otherwise to help us provide you with the Services.
With respect to all users of Zedbud, whether you are a Participant, Organizer or Organization, or Verified Administrator: if you invite or add anyone to use Zedbud and/or use any feature of the services which requires sharing personal information of anyone, you represent and warrant that you have obtained freely given informed consent from each person to
Receive such invitation and be added to services,
Receive messages from Zedbud, other participants of the class or group and others who have access to your class or group (such as, Organizers/verified Administrators) and
Provide that Person’s personal information to Zedbud
Consent to Receive Periodic/Administrative/Promotional Messages
As part of the Services, you will receive communications through the Services, including messages that Zedbud sends you (for example, via SMS, emails, and push notifications).
The Company may, based on any form of access to the Application or Services or Website or registrations through any source whatsoever, contact the User through sms, email and call, to give information about its products as well as notifications on various important updates and/or to seek permission for demonstration of its products. The User expressly grants such permission to contact him/her through telephone, SMS, e-mail and holds the Company indemnified against any liabilities including financial penalties, damages, expenses in case the User's mobile number is registered with Do not Call (DNC) database. By registering yourself , you agree to make your contact details available to Our employees, associates and partners so that you may be contacted for education information and promotions through telephone, SMS, email etc. to enable effective provision of Services. The User expressly permits the Company to contact him/her and the person utilizing the Services, through the above mentioned means at any time post registration.
Further, the Company shall have the right to monitor the download and usage of the Application/Services/products and the contents thereof by the User, to analyze such usage and discuss the same with the User to enable effective and efficient usage of the Services.
Zedbud may inform Participants who have not replied that they will automatically be removed from the class or group. Zedbud may also send other administrative messages.
BY SIGNING UP FOR THE SERVICES, YOU AGREE TO RECEIVE COMMUNICATIONS FROM Zedbud AS WELL AS CLASS OR GROUP ORGANIZERS AND PARTICIPANTS, AND YOU REPRESENT AND WARRANT THAT EACH PERSON YOU INVITE AND/OR ADD HAS CONSENTED TO RECEIVE COMMUNICATIONS FROM YOU AND Zedbud.
If you connect to or use any third party services in conjunction with Zedbud, you acknowledge and consent to receive notifications and messages from those third party services. You agree to indemnify and hold Zedbud harmless for and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Intellectual Property Rights
Unless explicitly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. The Company owns all Intellectual Property Rights in the Services rendered under this Agreement. The School or User shall not obtain any ownership rights, title or interest in the software, hardware or systems developed or employed by the Company during the course of providing services under these terms.
The School or User hereby grants to Zedbud a non-exclusive, royalty-free, fully paid-up, worldwide, sub licensable and transferable license to use the Customer Data as necessary to fulfill its obligations and exercise its rights hereunder.
The School or User permits the Company to include the School’s name or Brand features in a list of Zedbud customers, online or in promotional materials, and to verbally reference the School as a customer
The School or Users can upload files or other content to the Servers in various forms (“User Content”). You agree and warrant that, such User Content will not infringe any copyright, trademark, patent, trade secret, or other proprietary right of any party.
The School User shall not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of the Services.
Zedbud reserves the right to review User Content and take any action we deem necessary as to such User Content, including but not limited to editing or removing your User Content and/or suspending or terminating your access to the Services due to violation of the rules specified here or applicable laws.
Copyright Policy & Disputes
Except as mentioned below, all information, content, material, trademarks, services marks, trade names, and trade secrets including but not limited to the software, text, images, graphics, contained in the Application, Website, Services and products are proprietary property of the Company (“Proprietary Information”). No Proprietary Information may be copied, downloaded, reproduced, modified, republished, uploaded, posted, transmitted or distributed in any way without obtaining prior written permission from the Company and nothing on this Application or Website or Services shall be or products deemed to confer a license of or any other right, interest or title to or in any of the intellectual property rights belonging to the Company, to the User. You may own the medium on which the information, content or materials resides, but the Company shall at all times retain full and complete title to the information, content or materials and all intellectual property rights inserted by the Company on such medium. Certain contents on the Website/application may belong to third parties. Such contents have been reproduced after taking prior consent from said party and all rights relating to such content will remain with such third party. Further, you recognize and acknowledge that the ownership of all trademarks, copyright, logos, service marks and other intellectual property owned by any third party shall continue to vest with such party and you are not permitted to use the same without the consent of the respective third party.
You can review our Copyright Policy and learn how to report potentially infringing content, here.
Further, Under American copyright law, the Digital Millennium Copyright Act (the "DMCA"), online service providers such as Zedbud have the right, but not the obligation, to remove material that allegedly violates someone's copyright. We respect others' intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. To learn more about the DMCA, click here.
Under Canadian copyright laws, Zedbud is required to forward any notice from a copyright owner to a Zedbud user located in Canada if the copyright has notified Zedbud in accordance with the requirements under the Canadian Copyright Act.
If you notice a violation of your copyright content, you can let us know by using our Copyright Policy.
Termination of Accounts
You have the right to cancel your Account at any time. You can cancel your Account by following the procedures made available through the Website or the Application. You are still responsible for payment of dues accrued prior to such cancellation.
In the event that your Account is terminated, suspended or canceled, you will no longer have access to your Account. In such event, the licenses/access granted under this Agreement shall automatically terminate.
All provisions of this Agreement which, by their nature, should survive termination, will survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
In the preparation of the Application/Website/Services/products and contents therein, every effort has been made to offer the most current, correct, and clearly expressed information possible. Nevertheless, inadvertent errors may occur. In particular, but without limiting anything here, the Company disclaims any responsibility for any errors and accuracy of the information that may be contained in the Application. Any feedback from User is most welcome to make the Application and contents thereof error free and user friendly. Company also reserves the right and discretion to make any changes/corrections or withdraw/add contents at any time without notice. Neither the Company nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on Application/Website/Services/products for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Most of our application & Services are interactive, and we encourage contributions by Users, which may or may not be subject to editorial control prior to being posted. The Company accepts no responsibility or liability for any material communicated by third parties in this way. The Company reserves the right at its sole discretion to remove, review, edit or delete any content.
Our application provides Users with access to compiled educational information and related sources. Such information is provided on an As Is basis and We assume no liability for the accuracy or completeness or use or non-obsolescence of such information. We would not be responsible for any errors, which are compiled from third party sources or for any unavailability of such information.
USERS EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT THEIR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING.
Zedbud has no special relationship with or fiduciary duty towards you. You acknowledge that Zedbud has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content you access via the Services; what effect the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Zedbud from all liability for you having acquired or not acquired Content through the Services. Zedbud makes no representations concerning any content contained in or accessed through the Services, and Zedbud will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Zedbud makes no representations, warranties, or conditions regarding suggestions or recommendations of services or products (including Content provided by users) offered or purchased through the Services. Products, Content, Services, and any Software purchased or offered (whether or not following such recommendations and suggestions) ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
While the Company has made efforts to train the personnel engaged in the sales and services relating to its products to enable quality control, it makes no warranties or representations whatsoever regarding the quality and competence of such personnel and would not be responsible for any deviant behavior of any such personnel. Any feedback from Users relating to the same is most welcome and Company reserves the right and discretion to take any action in this regard.
Limitations of Liability and Indemnification
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL ZEDBUD OR ITS SUPPLIERS OR ITS SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY:
Zedbud shall not be liable for any special, incidental, indirect, punitive or consequential damages arising from your use of the services. However, if a jurisdiction does not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions the liability of Zedbud shall be limited to the fullest extent permitted by law.
Zedbud’s liability to you under this Agreement shall not exceed the aggregate monies actually paid to zedbud by you for the services which gave rise to such liability.
You agree to indemnify and hold Zedbud harmless from any liabilities, costs, claims, demands, or damages, including reasonable attorneys’ fees, asserted by any third party due to or arising out of: (i) any breach by you of this Agreement; or (ii) your use or access of the Application or Servers.
You hereby waive, and release and discharge Zedbud and agree to hold Zedbud harmless from any liability for any and all claims for slander, defamation, violation of any moral or artistic rights, invasion of privacy, or violation of the right to publicity or any other personal or proprietary right.
You will indemnify, defend and hold Zedbud, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
Jurisdiction and Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions thereof, unless a state's laws explicitly require that any legal disputes are governed by the laws of that state. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Delaware, for all disputes arising out of or relating to the Services.
Any dispute arising from or relating to the subject matter of this Agreement will be finally settled in small claims court or by arbitration in Dover, Delaware, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who will be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. If you cannot afford or otherwise do not want to pay arbitration filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees, we will consider in good faith any request by you for us to bear the cost of those fees. We will pay any administration fee, arbitration fees and fees and charges of attorneys, experts and witnesses if and to the extent we are required to pay such fees and charges by law or in order to make this arbitration provision enforceable. By agreeing to these terms, you acknowledge that you may not participate in a class action in court or in arbitration, either as a class representative, class member or class opponent. ACCORDINGLY, YOU ACKNOWLEDGE THAT YOU MAY NOT HAVE ACCESS TO A COURT (OTHER THAN A SMALL CLAIMS COURT) OR TO A JURY TRIAL. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party will have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
Zedbud may assign this Agreement, in whole or in part, at any time. However, a user may not assign this Agreement without our prior written approval.
All notices given by you or required under this Agreement shall be in writing and addressed to: Novis River Inc. 1321 Upland Dr, Suite #5938, Houston, TX 77043
Any feedback You provide with respect to the Application shall be deemed to be non-confidential. The Application/Website shall be free to use such information on an unrestricted basis. Further, by submitting the feedback, You represent and warrant that (i) Your feedback does not contain confidential or proprietary information of You or of third parties; (ii) the Company is not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) the Application may have something similar to the feedback already under consideration or in development; and (iv) You are not entitled to any compensation or reimbursement of any kind from the Company for the feedback under any circumstances, unless specified.
Under no circumstances shall the Company be held responsible in any manner for any content provided by other users even if such content is offensive, hurtful or offensive. Please exercise caution while accessing the Application.
We make all best endeavors to provide You with a pleasant experience. In the unlikely event that You face any issues, please contact us at firstname.lastname@example.org.
The failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further rights hereunder. Zedbud will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Zedbud's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these terms will otherwise remain in full force and effect and enforceable.
In the event that, any part of this Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue to be in effect.
This Agreement constitutes the entire Agreement between the user and Zedbud with respect to the Services. Whenever these terms are updated, the new terms supersede all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to the Services.