Last updated: September 4, 2024

Please read these Terms of Purchase (“Terms”) carefully before signing up for access to Fern CRM (“Product”) or using any of the content, services, or support inside Fern CRM (collectively, "Product") provided by Fern CX, LLC (the “Company”, “we”, “our”).

If you do not agree to these terms, you should not

By signing up for the Product from the Company, you (the "Client", "Account Owner", "you", "your") agree to abide by these Terms and our Website Terms & Conditions, Privacy Policy, and Disclaimers (collectively, these “Terms”). You also agree to the Terms of Service for the software that Fern CRM is built on: HighLevel Terms of Service. If you disagree with any part of these Terms, you should not sign up for a free trial, purchase the Product, create an account, or use the software. In the event of any conflict between these Terms and the Website Terms & Conditions, Disclaimers, or Privacy Policy, these Terms shall control.

These terms also govern everyone that the Client gives access to (collectively, "Team Members"). These terms also govern every person with access to any Product(s) from the Company, whether the Account Owner or a Team Member (collectively, "Users").

When this document uses the term "you", it will clearly state if that refers to a specific type of user. Otherwise, it refers to all Users.

AGE RESTRICTIONS

You must be at least 18 years of age or older to use the Product. By using the Product, you are representing and warranting that you are 18 years of age or older.

USE OF THE PRODUCT

Account Owner's use of the Product is conditioned on your provision of complete, current, and accurate information during the registration process. Account Owner agrees not to register on behalf of another company or person, agrees not to register under an alias or fictional name, and agrees not to choose credentials that are misleading or misrepresent your true identity.

Account Owners have the option to add Team Members to their account. Account Owner will provide each Team Member with their own individual login credentials.

All Users are responsible for protecting their login credentials and keeping that info private and confidential.

Account Owners are wholly responsible for any and all activities inside their account, including activities by the Account Owner and activities by any and all Team Members.

PRODUCTS 

The Products may include access to an online, password protected platform that may include video, audio, or written lessons, templates, guides, checklists, slide decks, and/or other training materials or access to downloadable templates, guides, checklists, and/or other resources delivered via email or sharing links as further described on the sales and/or checkout pages for each Product. The specific contents of the Program are subject to change, and the Company makes no guarantees that any particular resource will be available at any given time.

From time to time, the Company will offer bonuses to individuals who purchase certain Products. You shall be entitled to any bonuses offered to you at the time of your enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Product and they vary depending on specific live and automated promotions throughout the year. If the offered bonus is a product that you already purchased, you will not be entitled to a refund of the purchase price for the product or any other compensation in place of the offered bonus.

TRIAL PERIOD

If/when a free trial is offered, payment information is required during the registration process. If Account Owner's payment method doesn't have sufficient funds to pay for the Product at the time of registration, access will be denied.

Account Owner understands and acknowledges that payment for the Product will automatically be charged to the payment method associated with your account at the expiration of the trial period. Your continued use of the Product is an agreement to continue paying for the Product until Account Owner cancels enrollment in the Product.

Some features may be limited during the free trial period to prevent fraud and misuse of the Product.

Account Owner is responsible for any additional fees and costs incurred while using the Product during a free trial including fees incurred by Team Members. There are no refunds for costs incurred during a free trial.

PAYMENT POLICY

1. Payment Policy

In consideration for your access to the Product(s), the Account Owner agrees to pay for the Product(s) in full (including all applicable sales and other taxes or fees) as indicated on the sales and checkout pages for such Product(s) and for providing the Company with a valid credit card, debit card, or other payment method. 

To complete your purchase, you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any purchase; and (ii) the information you supply to the Company is true, correct and complete. 

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected including purchases made with pre-paid credit cards. The Company reserves the right to refuse or cancel your order at any time for any reason, including but not limited to product or service availability, errors in the description or price of the product or service, or errors in your order.

We may use third party services for the purpose of facilitating payment and the completion of your purchase. By submitting your information, you grant the Company the right to provide your payment information to these third parties subject to our Privacy Policy.

2. Monthly Subscription Payments

The Product is offered on an ongoing basis under a monthly and yearly subscription model. By completing Account Owner's purchase, you authorize the Company to charge the payment method associated with the account on the same day of the month for each month or the same day of the year each year until you decide to cancel your enrollment in the Product. 

If all eligible payment methods the Company has on file for you are declined for payment of your subscription payment, the Account Owner must provide a new eligible payment method promptly or your access to and right to participate in the Product will be revoked immediately after the missed payment. You will also not receive access to future versions of or updates to the Product until all payments are made in full.

The Account Owner may cancel access to the Product and revoke our permission to charge your payment method on file at any time in the billing settings inside the Account Owner's Product dashboard or by emailing [email protected].  Emailed requests to cancel must be received in writing at least 7 days prior to your next payment date. No monthly payments that have been processed will be refunded. Account Owners may change the payment method on file at any time within your Fern CRM billing settings.

Your license to use the purchased Product and related materials is revoked at the end of your subscription upon your cancellation of services. By requesting and accepting a cancellation, you agree to cease using and delete all materials related to the purchased Product from all your electronic devices by the end of your last month of access, including but not limited to video recordings, audio recordings, forms, templates, checklists, guides, slide decks, and other resources.

3. Additional Fees

Use of The Product includes the ability to send emails, text messages, WhatsApp messages and more. Some of these communications are billed separately in a pay-as-you-go model.

For the purposes of pay-as-you-go fees, the Product includes a feature called the "Wallet" inside the Product dashboard. The Wallet uses the credit card associated with the Client's account to add prepaid funds to the Client's account during the first week of access to email services and/or text messaging services. Sending text and email messages from The Product depletes the amount in the Wallet. The Wallet will refill according to the schedule the Client sets in the Wallet settings at a minimum of $10 each time. Client is responsible for paying all fees added to the Wallet.

Use of The Product also includes the option to add certain features which incur an additional fee on top of the monthly subscription cost. These features and their fees are described in the documentation. The Client, or any user with access to the Client's account, will be notified of the additional fee before using such features for the first time.

By using any of these paid features or sending any emails and/or text messages, the Client agrees to pay the additional costs as well as agreeing to have them automatically charged to the card associated with the Client's account.

It is the responsibility of every Client, and every user with access to Client's account, to understand these additional fees and for the Client to pay them on time. If Client initiates a chargeback, the Company reserves the right to report any delinquent balance owed to a credit reporting bureau and/or collections agency at our sole discretion.

Refusal to pay fees incurred, initiating a chargeback, or challenging the fees with a financial institution is grounds for termination of Client's account without refund.

REFUND POLICY

Due to the digital and informational nature of the Product(s), NO REFUNDS will be issued for any reason at any time after purchase. This includes any fees incurred during the free trial. If you initiate a chargeback, the Company reserves the right to report any delinquent balance owed to a credit reporting bureau and/or collections agency at our sole discretion and terminate Client's account.

If you experience any difficulties accessing your purchased Product(s), contact the Company immediately at [email protected].

PRODUCT ACCESS & AVAILABILITY

1. Term of Access

Account Owner's access to the Product(s) begins upon completion of registration with payment information and will continue as long as you are up to date on your subscription payments or until you decide to cancel your membership. Team Members' access begins upon the completion of a Team Member profile with individual login credentials and will continue until Account Owner or the Company revokes access. The Company reserves the right to discontinue the Product(s) and terminate your access at any time for any reason, in which case your subscription payments will be canceled. No refunds will be granted if the Product is discontinued. The Company makes no guarantees about the ongoing availability of the Product.

2. Availability

The Company does not own the platform by which the Product is provided and delivered. Your access may sometimes be subject to interruption or delay outside of our control. Due to the nature of the Internet and electronic communications, we do not make any warranty that the Product or any associated resources or services will be error-free, without interruption or delay, or free from defects in design. We will not be liable to you should the Product or course platform or community or the resources or services supplied through our Product or course platform or community become unavailable, interrupted or delayed for any reason.

3. Termination

The Company reserves the right to terminate service, remove access to the Product, and delete any account without refund if any user of that account is determined to be using the tool unethically. This includes, but is not limited to, any violation of these terms of purchase, any violation of website and marketing laws, using the tool to send spam, not following proper unsubscribe practices, purchasing contact lists and using them for marketing purposes without permission from the people on that list, selling products or services that don't perform as advertised, making false claims about the products or services being sold, causing harm to team members, employees, subscribers, leads, customers, and/or clients, and any other business practice deemed unethical.

The Company may, at its own discretion, provide links to export account information that can be imported to an independent HighLevel account that is not affiliated with the Company. If such export resources are provided, it is the Account Owner's responsibility to purchase an independent subscription from HighLevel at whatever price HighLevel is charging for access. The Company will not provide migration services or account setup services or any additional help to export and/or import existing account information. The Company is not responsible for any differences in price between the Product(s) and HighLevel. The Company offers no guarantee that anything can be successfully exported from the Product(s) or successfully imported to another account or service, including HighLevel.

PROHIBITED USES

Engaging in prohibited use of the Product is a material breach of these Terms for which the Company may immediately suspend or revoke your access to the Product and may delete your account in accordance to these Terms. Prohibited uses include but are not limited to the following:

• Use of the Product in any way that violates any applicable law or regulation.

• Use of the Product to exploit, harm, or attempt to exploit or harm anyone in any way.

• Use of the Product to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.

• Use of the Product to transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

• Impersonating or attempting to impersonate Fern CRM, Fern CX, a representative of Fern CRM or Fern CX, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

• Engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Product

• Engaging in any conduct that would may, as determined by Fern CRM or Fern CX, harm Product users or Fern CX or Fern CRM, or expose either to liability.

• Use of the Product in any manner that could disable, overburden, damage, or impair the Product or interfere with any other party's use of the Product, including their ability to engage in real time activities through the Product.

• Use of any robot, spider or other automatic device, process or means to access the Product for any purpose, including monitoring or copying any of the material on the Product.

• Use of any manual process to monitor or copy any of the material on the Product or for any other unauthorized purpose without prior written consent from Fern CX.

• Use of any device, software or routine that interferes with the proper working of the Product.

• Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

• Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Product, the server on which the Product is stored, any server, computer, or database connected to the Product.

• Attacking the Product via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise attempting to interfere with the proper working of the Product.

• Selling products or services that don't perform as advertised.

• Making false claims about the products or services being sold.

• Causing harm to team members, employees, subscribers, leads, customers, and/or clients.

• Sharing false information, misinformation, or unethical information about the Product, Fern CRM, Fern CX, or any of its representatives.

• Acting in a way that's harmful or unethical inside Fern CRM or Fern CX communities including but not limited to the support community included in the Product

• Greenwashing or using badges and/or certifications in a misleading way

• Content or behavior that is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content.

• Content or behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise.

• Content or behavior that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party.

• Content or behavior that breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of the Product, or attempts to gain access to other networks or servers via your Product account.

DISCLAIMER

Not Professional Advice

The information contained in the Product(s) is not intended as, and shall not be understood or construed as, professional advice. The Product(s) are for educational and entertainment purposes only. The Product(s) should not be construed as medical, legal, financial, or any other type of professional advice. While the Company’s representatives and/or employees may be professionals and the information provided in the Product(s) relates to issues within their area(s) of professionalism, the information contained in the Product(s) is not a substitute for advice from a professional who is aware of the facts and circumstances of your individual situation.

The Company and its representatives and employees have done their best to ensure that the information provided in the Product(s) is accurate and to provide valuable information. Regardless of anything to the contrary, nothing in the Product(s) should be understood as a recommendation that you should not consult with a professional to address your particular situation. The Company expressly recommends that you seek advice from a professional.

The Company shall not be liable or responsible for any errors or omissions in the Product(s) or for any damage you may suffer as a result of failing to seek competent advice from a professional who is familiar with your situation.

No Professional-Client Relationship

Your purchase of the Product(s) does not create a professional-client relationship between you and the Company or any of our professionals. You recognize and agree that your purchase of the Product(s) does not create any professional-client relationship. 

Your Personal Responsibility

By using the Product(s), you accept personal responsibility for the results of your actions. You assume all the risk of your access to the Product(s) and any subsequent actions you choose to take as a result of the influence, information or educational materials provided to you. You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available in the Product(s). You agree to use judgment and conduct due diligence before taking any action or implementing any plan or policy suggested or recommended in the Product(s).

ETHICAL AND ENVIRONMENTAL RESPONSIBILITY

By using the Product(s), you agree that all business conducted via the Product(s) is performed ethically and causing as little harm to the environment as feasible. You agree that you will not profit directly from the sale, exchange, or use of fossil fuels. This includes providing services to companies that sell or otherwise profit from fossil fuels.

AFFILIATE PROGRAMS

1. Fern CRM Affiliate Programs

The Company offers an affiliate program under which users may receive a commission and/or rewards for referring new users. Participation in this affiliate program is subject to its own Terms which are provided inside the affiliate program. Participation in this affiliate program requires approval from the Company.

2. Account Owner Affiliate Programs

The Product includes an affiliate management tool with which Account Owners may offer an affiliate program for their own products and services. Account Owner is responsible for complying with all laws related to affiliate sales and payments, whether local, online, or otherwise. Account Owner agrees to pay affiliates in a timely manner and make all rules and requirements clear and well documented for its participants.

The Company will not in any way be held responsible for any payments, agreements, disputes, or anything else related to Account Owner's affiliate programs.

INDEMNIFICATION FOR COMPLIANCE WITH LAWS

1. Client acknowledges that, as the owner and operator of Client’s website and marketing assets, Client has full responsibility for compliance with all applicable laws and regulations, including the Americans With Disabilities Act of 1990, as amended, and related regulations (ADA). Company may suggest tools, software programs, processes, or analytics to aid in assessing and improving the accessibility Client’s Website. Such suggestions do not constitute legal advice regarding compliance with applicable law. Client has full responsibility and sole discretion for choosing the methods and means by which Client assesses Client’s Website for compliance with accessibility guidelines and laws and rectifies any deficiencies with regard to accessibility.

2. Client acknowledges that, as the owner and operator of Client’s website and marketing assets, Client has full responsibility for compliance with all applicable laws and regulations, including any privacy laws that may apply to Client or Client’s website visitors such as the General Data Protection Regulation (GDPR), all laws and regulations related to advertising and marketing claims such as the Federal Trade Commission Act and related regulations (FTC Act). Company may suggest tools, processes, analytics, or methods related to collecting user information or data. Such suggestions do not constitute legal advice regarding compliance with applicable law. Client has full responsibility and sole discretion for choosing the methods and means by which Client assesses Client’s Website and marketing assets for compliance with privacy laws and rectifies any deficiencies with regard to privacy, advertising, and any other applicable law.

3. Client acknowledges that, as the owner and operator of Client’s website, messaging, and marketing assets, Client has full responsibility for compliance with all applicable laws and regulations, including but not limited to the CAN-SPAM Act and the accompanying CAN-SPAM Rule related to email marketing and A2P 10DLC related to text messaging. Company may suggest tools, processes, analytics, or methods related to sending messages via email, text, social media, and other forms of electronic communication. Such suggestions do not constitute legal advice regarding compliance with applicable law. Client has full responsibility and sole discretion for choosing the methods and means by which Client assesses Client’s Website, messages, and marketing assets for compliance with electronic messaging laws and rectifies any deficiencies with regard to electronic communications and any other applicable law.

4. Client, at Client’s expense, shall release, indemnify and hold Company and its directors, officers, shareholders, employees and agents, and the personal representatives and assigns of each, harmless from and against and all claims, suits, liability, cost and expenses, including without limitation, reasonable attorneys’ fees and expenses, arising from any actual or alleged violation of any laws applicable to the content or operation of the Client’s website, messaging, and marketing, including the ADA and/or other website accessibility standards or guidelines with regard to Client’s Website, the GDPR or other privacy laws or regulations, the FTC Act or other advertising laws or regulations, and the CAN-SPAM Act, CAN-SPAM Rule, A2P 10DLC or other marketing and communications laws or regulations.

5. Company makes no claims that the Product is suitable for use in any particular country or region where the Client's website, messages, and/or marketing assets will be accessed. It is the Client's responsibility to research and understand the laws and regulations that affect doing business in the places the Client's Website, messages, and/or marketing assets will be viewed, consumed, or accessed.

CONFIDENTIALITY

We will not disclose any information you provide except as set forth in these Terms and as further provided in our Privacy Policy. As a purchaser of the Product, you may have access to a community of other purchasers. As a condition of purchasing the Product, you agree to respect the privacy of other purchasers. You agree not to share any information provided by other purchasers outside the community unless you receive express written permission to share the information from such other purchaser.

You further agree to respect the Company’s confidential information. The content of the Product(s) contains our proprietary methods, forms, templates, and other information. You agree not to share the information provided to you in the Product(s) with anyone other than the Company and other purchasers of the Product. 

YOUR​ ​MATERIALS​ ​AND​ ​CONTRIBUTIONS

By submitting a comment, photo, video or other material(s) to the Company via the Product or otherwise, you grant to the Company a non-revocable, commercial license to republish your submission in whole or in part unless you explicitly state that we may not do so with said submission. You have no right to privacy related to your actions in accessing the Product(s) or related materials, and the Company reserves the right to disclose your participation in the same.

You must own the copyright to any image(s) you use in relation with the Product(s). You grant the Company a non-revocable, commercial license to any image(s) you submit to us by default, such as a Facebook profile photo or other profile image you voluntarily provide in accessing the Product(s), or that you provide voluntarily upon our request. Such a default or voluntary release of your image and likeness may be used for any reasonable future business use. By participating in any live group coaching calls or any other events held via video conferencing software, you consent to the recording of your participation in such calls. Such recordings will be made available inside the Program and may be used for any reasonable future business use at the discretion of the Company.

The Company is not obligated to notify you or anyone of our use in our own publications of photographs or other images that you submit to us by default or voluntarily.

INTELLECTUAL PROPERTY 

The Product(s) contain intellectual property owned by the Company, including trademarks, copyrights, proprietary information, and other intellectual property, such as text, video, graphics, design, logos, images, and the compilation thereof.  The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company.  The Company reserves all rights in and to its common law and registered trademarks, service marks, copyrights, and other intellectual property rights, to all intellectual property included in the Product(s) (“IP”).  

All other names, logos, product and service names, designs and slogans in the Program are the trademarks of their respective owners.

Your purchase of the Product(s) does not result in a transfer of any intellectual property to You. As a condition of your purchase and use of the Product(s), You agree to observe and abide by all copyright and other intellectual property protection. The Company grants You a single-use, non-exclusive, non-transferrable, revocable, royalty-free license to access and use the Product(s) for your personal or internal business use. You agree that You will not modify (except as such modification may be necessary for completing or filling out templates or forms for Your authorized use), publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Product(s), or offer any competing Product(s) or services based upon any information contained in the Product(s). 

The Company content is not for resale. Your participation in the Program does not entitle you to make any unauthorized use of the IP. You agree not to delete or alter any proprietary rights or attribution notices in any of the IP. You will use the IP solely for your individual or internal business use and will make no other use of the IP without the express written permission of the Company and the copyright owner. You agree that you do not acquire any ownership rights in any of the IP. The Company does not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized herein.

You agree that any infringement of the Company’s IP shall result in an immediate termination of the license granted in these Terms. If you make any unauthorized use of the Company’s IP, your access to the Product(s) will be terminated immediately and you shall not be entitled to a refund of any portion of the purchase price. 

EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of the Company’s intellectual property rights and confidential and proprietary information by You, the Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms. The Company may, without waiving any other remedies under these Terms, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the mediation referenced below. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California for purposes of any such action by the Company.

LIMITATION OF LIABILITY

Except as expressly provided in these Terms, the Company makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the Product(s). In no event shall the Company be liable to You for any direct, indirect, consequential or special damages, including without limitation any liability for any accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, physical, mental, emotional, or spiritual injury or harm, loss of income or revenue, loss of business, loss of profits, loss of contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, however and whether caused by negligence, breach of contract, or otherwise, even if foreseeable. The Company’s entire liability for any breach of these Terms, and Your sole remedy, shall be limited to the purchase price actually paid by You to the Company. 

NO WARRANTIES

WE MAKE NO WARRANTIES AS TO THE PRODUCT(S). YOU AGREE THAT THE PRODUCT(S) ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PRODUCT(S) WILL BE FUNCTIONAL, UNINTERRUPTED, CORRECT, COMPLETE, APPROPRIATE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE PRODUCT OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCT(S) IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

NON-DISPARAGEMENT 

If you are found to be slandering, libeling or otherwise disparaging the Company, Product(s), or related materials, your access to the Product(s) will be immediately revoked. The Company reserves the right to file a civil claim of action against you for any such damaging actions you take that materially harm the Company.

INDEMNIFICATION

You shall indemnify and hold the Company harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, arising out of your breach of any of these Terms, your use of the Product(s) or your failure to maintain the confidentiality and/or security of your password or access rights to the Product(s). You shall provide the Company with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing the Company with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third-party claim or waive any defense without our prior written consent. You recognize and agree that the Company’s owners, officers, employees, shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions or representations of the Company.

FORCE MAJEURE

The Company shall not be liable or responsible to You, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic or epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

CHANGES

The Company reserves the right at any time to modify these Terms and to impose new or additional terms or conditions on your use of the Product(s). Such modifications and additional terms and conditions shall be effective immediately and incorporated into these Terms. Your continued use of the Product(s) will be deemed your acceptance of such changed terms. The changes may be listed in an area accessible to you or you may be notified by either e-mail or postal mail. If you have any questions regarding modified terms, please contact us at [email protected].

EFFECT OF HEADINGS; SEVERABILITY

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions. If any portion of these Terms are held to be unenforceable or contrary to law, such portion shall be construed in accordance with applicable law so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remainder of the provisions shall remain in full force and effect.

ENTIRE AGREEMENT; WAIVER

These Terms, together with the Privacy Policy and Disclaimers, constitute the entire agreement between you and the Company pertaining to the Product(s) and supersedes all prior and contemporaneous agreements, representations, and understandings between us. Any waiver by the Company of a breach of or right under these Terms will not constitute a waiver of any other or subsequent breach or right. No waiver shall be binding unless executed in writing by the Company.

ALTERNATIVE DISPUTE RESOLUTION

You agree to notify the Company of any concerns or issues regarding the Product(s), and to give the Company an opportunity to resolve those concerns or issues. If you and the Company cannot find a resolution to a dispute or potential claim by means of good-faith negotiation, then you explicitly agree to make a reasonable attempt to resolve any such dispute through Alternative Dispute Resolution or Mediation before filing a civil cause of action. You agree that your good faith participation in Mediation or other Alternative Dispute Resolution is a condition precedent to filing any civil cause of action.

GOVERNING LAW; JURISDICTION

These Terms shall be construed in accordance with, and governed by, the laws of the State of California, and the courts of California shall have jurisdiction to hear and determine any dispute arising in relation to these Terms.  You agree that any proceeding relating to the Product(s) must be filed exclusively in the appropriate courts located in Alameda County, California and you submit to the jurisdiction of those courts and waive any objection based on an inconvenient forum or other reasons.

ALL​ ​RIGHTS​ ​RESERVED

​All rights not expressly granted in these Terms are reserved by the Company.

CONTACT

​If you have any questions about any term of these Terms, please contact us at [email protected].