Welcome to the website (the “Site”) of Sudozi, Inc. (“Sudozi”, “we”, “us” and/or “our”). Our Site contains information about and access to Sudozi’s products and services, including Sudozi’s proprietary software as a service tool designed to support financial decision making by tracking a business’ expenditures (“Services”), and demos to such tool or a limited trial of the Services under an evaluation license (“Evaluation Services,” collectively with the Site, the Services, the “Offerings”). All use of the Services is subject to the terms and conditions contained in this Terms of Service (“Terms”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
These Terms set forth the legally binding terms and conditions that govern your use of THE OFFERINGS. By accessing or using the Site, registering an account, or accessing or using any content, information, OFFERINGS, features or resources available or enabled via the site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). you may not access or use the OFFERINGS or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the OFFERINGS.
SUDOZI is not a financial or legal advisor as defined under federal or state law or regulations. Use of THE SITE OR ANY OF ITS FEATURES is not a replacement for professional advice or assistance regarding your OR THE ENTITY THAT YOU REPRESENT financial situation.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT SUDOZI’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 6.4 (AUTOMATIC RENEWAL) BELOW. IF YOU Subscribe to the evaluation services for the evaluation period (as defined below), then the evaluation services will automatically convert into a paid commercial subscription UNLESS YOU notify sudozi in writing IN ACCORDANCE WITH SECTION 1.1(c) below.
These terms require the use of arbitration (Section 9) to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute. SEE SECTION 9 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY SUDOZI IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Terms available at the Site. We will also update the “last updated” date at the top of the Terms. Any changes to the Terms will be effective immediately for new users of the Site and thirty (30) days after posting notice of such changes on the Site for existing users. We may require you to provide consent to the updated Terms in a specified manner before further use of the Site is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site. Otherwise, your continued use of the Site constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
1. 1. Evaluation Services
(a) General. During any period when you are receiving the Evaluation Services, the terms and conditions of this Section 1.1 shall apply and those in Sections 1.2 (Service Subscription), and 6 (Fees and Purchase Terms) (collectively, the “Inapplicable Provisions”) do not apply. Reference Section 1.2(a) (Subscription Rights) for the grant of rights applicable to a commercial subscription to the Services.
(b) Evaluation License and Term. Subject to these Terms (excluding the Inapplicable Provisions), Sudozi hereby grants you and, as applicable, your employees, independent contractors, agents or representatives (“Authorized Users”), subject to any limitations or restrictions set forth on an your Account (as defined below), a non-exclusive, non-transferable license (i) to access and use the Services in accordance with the documentation and subject to the limitations set forth on your Account solely for the purposes of internally evaluating the performance and functionality of the Services on a trial basis free of charge until the earlier of (a) the six (6) week anniversary of the date in which you sign up for the Evaluation Services (“Evaluation Period”) or (b) the date that you elect to commence the commercial subscription.
(c) Conversion into Commercial License. When the Evaluation Period expires, the evaluation license will automatically be converted into a commercial license as set forth in Section 1.2(a) (Subscription Rights). You will be invoiced for the fees set corresponding to the Initial Term subscription on your Account. All fees are payable to Sudozi upon conversion to the commercial license subscription. To avoid automatic conversion of the evaluation license into a commercial license, you must provide written notice to Sudozi of your intention not to commence the commercial subscription on or prior to the expiration of the Evaluation Period to the address firstname.lastname@example.org.
(d) Termination of Evaluation License. The license in Section 1.1(b) and all of your rights to use the Evaluation Services will terminate immediately in the event that you provide written notice to Sudozi of your intention not to purchase the commercial subscription. Upon termination of the evaluation license, you shall promptly cease use of the Evaluation Services.
(e) Disclaimer. ANY ANALYTICS DATA GENERATED BY THE SERVICES IN CONNECTION WITH YOUR USE OF THE SERVICES (“ANALYTICS DATA”) AND USER CONTENT THAT YOU OR ANY OF YOUR AUTHORIZED USERS ENTER INTO THE SERVICES DURING THE EVALUATION PERIOD MAY BE PERMANENTLY LOST IF CLIENT ELECTS NOT TO PURCHASE THE SERVICES UNLESS CLIENT EXPORTS SUCH ANALYTICS DATA AND USER CONTENT BEFORE THE END OF THE EVALUATION PERIOD.
1. 2. Services Subscription
(a) Subscription Rights. If you wish to purchases a commercial license to the Services or if the evaluation license has automatically converted into a commercial license pursuant to Section 1.1(c), subject to these Terms including full payment of all fees, Sudozi hereby grants you and your Authorized Users, if applicable, a non-exclusive, non-transferable license during the applicable subscription term, to access and use the Services in accordance with the documentation and subject to the limitations set forth on your Account.
(b) Your Responsibilities. You shall (a) be responsible for your and Authorized Users’ acts and omissions, as applicable, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Sudozi promptly of any such unauthorized access or use, (c) use the Services only in accordance with these Terms and the documentation and in compliance with all applicable laws and regulations, (d) reasonably cooperate with Sudozi as necessary for Sudozi to perform its obligations these Terms, and (e) be solely responsible for all User Content (as defined below), including the accuracy thereof and all rights necessary to use, distribute, and otherwise disseminate such User Content for the purposes contemplated under these Terms. You represent that you own and/or have all license rights necessary to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate, perform and display in the manner you will use such User Content on or through the Services.
1.3. Certain Restrictions.
You shall not (and shall not permit any Authorized User to) (a) make the Services available to any third party other than Authorized Users, (b) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Offerings or any portion thereof, including the Site; (c) frame or utilize framing techniques to enclose any trademark, logo, or other Offerings (including images, text, page layout or form); (d) use any metatags or other “hidden text” using Sudozi’s name or trademarks;(e) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Offerings except to the extent the foregoing restrictions are expressly prohibited by applicable law; (f) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (g) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means the Offerings, in whole or in part; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Offerings.
We reserve the right, at any time, to modify the Offerings (in whole or in part) with or without notice to you. You agree that we will not be liable to you or to any third party for any modification of the Offerings or any part thereof. Any future release, update or other addition to the Offerings shall be subject to these Terms.
2.1. Account Creation.
In order to use certain features of the Offerings, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. If you are accessing the Service through your employer, you may need to be invited by your employer to register an Account and tie your Account to your employer’s Account. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate your Account in accordance with Section 8.
2.2. Account Responsibilities.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3.1. User Content.
“User Content” means any and all information and content that a user submits to, or uses with, the Offerings (e.g., content in the user’s profile, data, text, logos, pictures). For clarity, User Content does not include Analytics Data. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Sudozi. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Sudozi is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
You hereby grant (and you represent and warrant that you have the right to grant) to Sudozi an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license and right (including any moral rights) to (a) during the Term, (i) use, distribute, reproduce, modify, adapt, perform, and display User Content for the purposes of operating, providing, enhancing, improving, supporting, and maintaining the Services for you, and (ii) reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site; and (b) in perpetuity, use and otherwise use in any manner any: (i) aggregated non-personally identifiable information (of individuals or entities) related to any usage of the Offerings, including any Analytics Data and User Content, to operate and improve Sudozi’s products and services; and (ii) Feedback provided by or on your behalf.
3.3. Acceptable Use Policy.
The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Offerings to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Offerings any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Offerings unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Offerings to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Offerings, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Offerings (or to other computer systems or networks connected to or used together with the Offerings), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Offerings; or (vii) use software or automated agents or scripts to produce multiple accounts on the Offerings, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Offerings (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
If you provide Sudozi with any feedback or suggestions regarding the Site (“Feedback”), you hereby agree that Sudozi shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Sudozi will treat any Feedback you provide to Sudozi as non-confidential and non-proprietary. You agree that you will not submit to Sudozi any information or ideas that you consider to be confidential or proprietary.
4.1. Third-Party Links
The Offerings may contain links to third-party websites and services (“Third-Party Links”). Such Third-Party Links are not under the control of Sudozi, and Sudozi is not responsible for any Third-Party Links. Sudozi provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Link.
4.2. Third Party Service Provider
You hereby release and forever discharge Sudozi (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You agree to indemnify and hold Sudozi (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Offerings, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Sudozi reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Sudozi. Sudozi will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
6. Fees and Purchase Terms.
You or the named enterprise customer as applicable (“Customer”) agree to pay all fees or charges to Customer’s Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Customer must provide Sudozi with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Customer’s Payment Provider agreement governs Customer’s use of the designated credit card, and Customer must refer to that agreement and not to these Terms to determine Customer’s rights and liabilities. By providing Sudozi with Customer’s credit card number and associated payment information, Customer agrees that Sudozi is authorized to immediately invoice Customer’s Account for all fees and charges due and payable to Sudozi hereunder and that no additional notice or consent is required. Customer agrees to immediately notify Sudozi of any change in Customer’s billing address or the credit card or PayPal account used for payment hereunder. Sudozi reserves the right at any time to change its prices and billing methods, either immediately upon posting on Services or by e-mail delivery to Customer.
6.2. Service Subscription Fees.
Customer will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time the Customer creates an Account and selects a monthly subscription or upgrades to a commercial monthly subscription. Except as set forth in these Terms, all fees for the Services are non-refundable.
The payments required under Section 6.2 (Service Subscription Fees) do not include any Sales Tax that may be due in connection with the services provided under these Terms. If Sudozi determines it has a legal obligation to collect a Sales Tax from Customer in connection with the Terms, Sudozi shall collect such Sales Tax in addition to the payments required under Section 6.3 (Service Subscription Fees). If any services, or payments for any services, under the Terms are subject to any Sales Tax in any jurisdiction and Customer has not remitted the applicable Sales Tax to Sudozi, Customer will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and Customer will indemnify Sudozi for any liability or expense Sudozi may incur in connection with such Sales Taxes. Upon Sudozi’s request, Customer will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that Customer has paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
6.5. Free Trials and Other Promotions.
Sudozi may, at its sole discretion, decide to offer free trial subscriptions or other promotional offers. Any free trial or other promotion that provides commercial level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless Customer pay the applicable subscription fee.
All fees are non-refundable.
7.1. As is.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE OFFERINGS IS AT YOUR SOLE RISK, AND THE OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SUDOZI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE OFFERINGS IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE OFFERINGS, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE OFFERINGS MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SUDOZI MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO OFFERINGS, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE OFFERINGS.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUDOZI OR THROUGH THE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) From time to time, Sudozi may offer new “beta” features or tools with which its users may experiment, INCLUDING THE EVALUATION SERVICES. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at sudozi’s sole discretion. The provisions of this section apply with full force to such features or tools.
7.2. No Liability for Conduct of Third Parties.
YOU ACKNOWLEDGE AND AGREE THAT SUDOZI PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SUDOZI PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
7.3. Third-Party Materials.
YOU ACKNOWLEDGE AND AGREE THAT SUDOZI PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SUDOZI PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
8.1. Disclaimer of Certain Damages.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SUDOZI PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SUDOZI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE OFFERINGS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE OF THE OFFERINGS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED THROUGH THE OFFERINGS; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE OFFERINGS; OR (e) ANY OTHER MATTER RELATED TO THE OFFERINGS, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUDOZI PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SUDOZI PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SUDOZI PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
8.2. Cap on Liability.
TO THE FULLEST EXTENT PROVIDED BY LAW, SUDOZI PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO SUDOZI by you during the six (6) months prior to the act, omission or occurrence giving rise to such liability; (b) $100; or (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUDOZI PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SUDOZI PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SUDOZI PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
8.3. User Content.
8.4. Exclusion of Damages.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
8.5. Basis of the Bargain.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUDOZI AND YOU.
The Terms will remain in full force and effect until terminated as set forth herein. Customer may terminate the Account, access to the Offerings, and the Terms at any time, for any reason by emailing email@example.com; provided, however, that Customer must cancel the subscription before it renews (i.e., in accordance with Section 6.3 above), in order to avoid the Service Subscription Fee for the renewal term. If Customer do not cancel the applicable Offering prior to the renewal term, Customer shall remain responsible for paying the Service Subscription Fee for the rest of the then-current subscription term. Sudozi may terminate the Account if (a) Customer is in breach of these Terms and, upon notice to Customer, Customer fails to cure such breach within fifteen (15) days; or (b) if Sudozi decides in its sole discretion to stop providing the applicable Offerings. Customer understand that any termination of these Terms and the Account may involve deletion of the Account information from our live databases and all the information stored for such Account, including User Content and/or Analytics Data. Sudozi will not have any liability whatsoever to Customer for any termination of the Account or related deletion of such information. All provisions of these Terms which by their nature should survive, shall survive termination of the Offerings, including without limitation, ownership provisions, warranty disclaimers, dispute resolution, general terms, and limitation of liability.
9.1. No Subsequent Registration.
If your registration(s) with, or ability to access, the Offerings is discontinued by Sudozi due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access the Offerings through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Offerings to which your access has been terminated. In the event that you violate the immediately preceding sentence, Sudozi reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
Please read this Arbitration Agreement carefully. It is part of your contract with Sudozi and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
10.1. Applicability of Arbitration Agreement.
All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Sudozi that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Sudozi, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
10.2. Notice Requirement and Informal Dispute Resolution.
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Sudozi should be sent to: 311 Bowie St., Austin, TX 78703. After the Notice is received, you and Sudozi may attempt to resolve the claim or dispute informally. If you and Sudozi do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
10.3. Arbitration Rules.
Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Sudozi made to you prior to the initiation of arbitration, Sudozi will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
10.4. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
10.5. Time Limits.
If you or Sudozi pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
10.6. Authority of Arbitrator.
If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Sudozi, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Sudozi.
10.7. Waiver of Jury Trial.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Sudozi in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SUDOZI WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
10.8. Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
10.11. Right to Waive.
Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
10.12. Survival of Agreement.
This Arbitration Agreement will survive the termination of your relationship with Sudozi.
10.13. Small Claims Court.
Notwithstanding the foregoing, either you or Sudozi may bring an individual action in small claims court.
10.14. Emergency Equitable Relief.
Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
10.15. Claims Not Subject to Arbitration.
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Travis County, Texas, for such purpose.
The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Sudozi, or any products utilizing such data, in violation of the United States export laws or regulations.
Sudozi is located at the address in Section 11.6. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
11.3. Electronic Communications.
Sudozi may take place via electronic means, whether you visit the Offerings or send Sudozi e-mails, or whether Sudozi posts notices on the Offerings or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Sudozi in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sudozi provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
11.4. Entire Terms.
These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Sudozi is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Sudozi’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Sudozi may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
11.5. Copyright/Trademark Information.
Copyright © 2020 Sudozi, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
11.6. Contact Information:
Address: 311 Bowie St., Austin, TX 78703
Telephone: 650 200 0301
11.7. Questions, Complaints, Claims.
If you have any questions, complaints or claims with respect to the Offerings, please contact us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Where Sudozi requires that you provide an e-mail address, you are responsible for providing Sudozi with your most current e-mail address. In the event that the last e-mail address you provided to Sudozi is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Sudozi’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Sudozi at the following address: email@example.com. Such notice shall be deemed given when received by Sudozi by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
11.9. Force Majeure.
Sudozi shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
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