Founderify Service Agreement
Please read this Agreement (as defined below) carefully! It includes important information about your legal rights, and covers areas such as automatic subscription renewals, warranty disclaimers, limitations of liability, the resolution of disputes by arbitration and a class action waiver.
These Terms of Service ("Terms") cover your use of and access to the sites, templates, applications, services and features (collectively, the "Services") provided by Founderify (as defined below), including without limitation on websites and associated domains of www.founderify.com, www.emailhousing.com, and on sites designed by Founderify.
You are agreeing to this Agreement with Founderify, Inc. References to “Founderify”, “us”, “we” and “our” mean Founderify, Inc.
Use of Services
16 And Older: The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you're at least 16. If you are under the age of 16, then you are not permitted to register as a user or otherwise submit personal information unless we receive appropriate consent from your parent or guardian who is at least 18 years of age and this adult will be responsible for all your activities.
Signing Up: To use many of the Services, you must first create an account (“Account”). You agree to provide us with accurate, complete and at all times up to date information for your Account. We may need to use this information to contact you.
Given the nature of the Services (digital items), we do not generally offer refunds or credits on a purchase, membership or subscription unless required by applicable law. If you would like to request a refund, Founderify will consider your request and may issue you a refund at Founderify's sole discretion. In the event a refund is issued, you shall immediately discontinue use of any services as your right to use them will immediately terminate upon the issuance of a refund. Any payment made to you will be made in US Dollars.
Staying Safe: Please safeguard your Accounts and make sure others don't have access to your Accounts or passwords and other authentication credentials (collectively, "passwords"). You're solely responsible for any activity on your Accounts and for maintaining the confidentiality and security of your passwords. We’re not liable for any acts or omissions by you or anyone else in connection with your Accounts. You must immediately notify us if you know or have any reason to suspect that your Accounts or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Accounts.
When you upload or provide us content to upload to Founderify or Services, you still own it. You do, however, grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version or any portion of Your Sites, including without limitation names, trademarks, service marks or logos on Your Sites, for the limited purpose of Founderify marketing and promotional activities. For example, when you upload or provide us a photo, you give us the right to save it and display it on your Site or Services at your direction. We also may promote or feature your Site or part of your Site, but you can opt out if you don’t want us to feature it by contacting [email protected]
Your User Content Stays Yours: Users of the Services (whether you or others on your behalf) may provide us with content, including without limitation text, photos, images, audio, video, fonts, logos, stickers, code and any other materials (“User Content"). Your User Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement. User Content includes without limitation content you post to Your Sites. "Your Sites" means the sites (including pages or features hosted on the Services) you create or publish using the Services or we create or publish at your direction.
This Section does not affect and in no ways is intended to undermind any rights you may have under applicable data protection laws.
You’re responsible for the content you publish on Founderify, and you vouch to us that it’s all okay to use. Please follow our rules and don’t do anything illegal with the services. Also keep in mind that what you upload may be publicly viewable.
Only Use Content You’re Allowed To Use: You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by other's intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.
Follow The Law: You represent and warrant that your use of the Services is in compliance with applicable laws. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, except to the extent Founderify has agreed with you in writing otherwise. You are not permitted to use the Services in any way that would subject Founderify to such industry-specific regulations without obtaining Founderify’s prior written agreement. For example, you may not use any Services to collect, use, disclose, protect or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under US federal regulations) unless your Account for such Services is designated as HIPAA-enabled and you enter into a separate business associate agreement with Founderify.
Sharing Responsibly: In some cases, The Services may let you share User Content including without limitation on social media and the open web, so please think carefully about your User Content. We’re not responsible for what you share via the Services.
Your Sites And Your End Users Are Your Responsibility: Your Sites may have their own visitors, customers and users (“End Users”). You understand and agree that (a) Your Sites and your End Users are your responsibility; (b) you’re solely responsible for providing content, services and support to your End Users; and (c) you’re solely responsible for compliance with any laws or regulations related to Your Sites and/or your End Users. We’re not liable for, and won’t provide you with any legal advice regarding, Your Sites or your End Users. This does not limit or affect any liability we may have to you for any breach of the any other provisions of this Agreement.
California Consumer Privacy Act: With respect to the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 - 1798.199), as may be modified from time to time (collectively, “CCPA”), solely if applicable to you and solely with respect to data of your “Consumers” (as defined under the CCPA) which meets the definition of “Personal Information” under the CCPA and for which you are responsible under the CCPA (“Service Provider PI”), the parties agree that Founderify acts as a “Service Provider” and you are a “Business” (as such terms are defined under the CCPA). Founderify and you shall comply with our and your respective obligations under the CCPA. For example, Foundeify shall not sell your Service Provider PI or otherwise disclose your Service Provider PI for a commercial purpose. Notwithstanding the foregoing, you agree that in accordance with the CCPA, Founderify may combine Personal Information of the End Users of you or other Businesses for which Founderify is a Service Provider for the purposes of detecting data security incidents or protecting against fraudulent or illegal activity. This combined Personal Information includes IP addresses, preferences, web pages visited prior to coming to your or another Business’ website, information about browser, network or device (such as browser type and version, operating system, internet service provider, preference settings, unique device IDs and language and other regional settings), and information about how End Users interact with your or another Business’ website (such as timestamps, clicks, scrolling, browsing times and load times).
Third Party Services And Sites, User Content, and Founderify Specialists
If you use or connect another service on or to Founerify, follow a link to another site or work with someone you find on or through Founderify (such as a specialist or another member), what happens is between you and them. We’re not responsible for it or what either of you do. There may also be feature content on Founderify uploaded by our users (like you). We’re not responsible for that either.
Third Party Services: Sometimes, the Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make their content, products or services available to you. Examples of Third Party Services include our domain registrar, social media platforms, our support and project management applications, Founderify Specialists (as defined below), and other integrations or extensions. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. When using Third Party Services, your security is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses, or business disruption, costs or expenses you may incur or otherwise experience as a result (except where prohibited by applicable law).
Third Party Sites: The Services may contain links to third party sites. When you access third party sites, you do so at your own risk. We don’t control and aren’t liable for those sites and what those third parties do.
User Content: The Services or sites created using the Services may contain User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (d) that is harmful to your or others’ computers or networks; (e) that is unlawful or illegal; or (f) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we don’t represent or imply that we endorse your or other users’ User Content, or that we believe such User Content to be accurate, useful, lawful or non-harmful. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You're responsible for taking precautions to protect yourself, your Accounts, and your computer or network, from User Content accessed via the Services.
Founderify Specialists: Certain parts of the Services may provide directories of, and information about, independent third party Founderify users who can help you use the Services. Founderify does not employ, is not affiliated with and does not endorse Founderify Specialists. Founderify Specialists, as defined in Section 5(a), are a Third Party Service.
Third Party Extensions: Our Services may include an extensions directory which enables you to access and connect certain Third Party Services to Your Sites (such directory and functionality for accessing and connecting your Sites). You decide (not us) to connect, enable or use such Third Party Services. We’re not a party to, and we aren’t liable for, the Third Party Services connected to Your Sites or otherwise. The relationship for these Third Party Services is strictly between you and the applicable third party, and your use of such Third Party Services is governed by the applicable third party terms and policies. Any information that a Third Party Service collects, stores and processes from you or Your Sites will be subject to such Third Party Service’s terms of service, privacy notice, or similar terms. Therefore, please evaluate and ensure you trust a Third Party Service prior to connecting Your Site to its services. The inclusion of Third Party Services on Founderify shall not be deemed an endorsement, certification, affiliation, partnership or warranty of the Third Party Services by Founderify. The Third Party Services are solely responsible for providing all support, maintenance and technical assistance to you with respect to their services (including their interoperation with Your Sites).
Founderify Owns Founderify: The Services are, as between you and Founderify, owned by Founderify, our licensors, or both and are protected by copyright, trade secret, trademark and other US and foreign laws. This Agreement doesn't grant you any right, title or interest in the Services, others’ User Content, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. Except for the limited use rights granted to you in the License Agreement, you will not acquire any right, title or interest in the Website or any Website Content. You agree not to change, modify, translate or otherwise create derivative works of the Services or other’s User Content.
We Can Use Your Feedback For Free: We welcome your feedback, ideas or suggestions (collectively, “Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.
Demo Content: We may provide demo templates or other products featuring demo content, including without limitation text, photos, images, graphics, audio and video (collectively, “Demo Content”), to provide you with ideas or inspiration. Unless we tell you otherwise, Demo Content (or any portion of it) may not remain on Your Site or be distributed, publicly displayed, publicly performed or otherwise published.
Templates: The Services include social, website or other templates (collectively, “Templates”). The Templates include without limitation Demo Content, designs, layouts, stickers, stamps, overlays, elements and other materials. Founderify either owns or has been licensed to use the Templates. You may not use any Template in any way, intentional or otherwise, outsite the Services that competes or violates our licenses or Templates Owner's licenses, as determined by us in our sole discretion, with the Services.
Our Betas Are Still In Beta: We may release products and features that we’re still testing and evaluating. Those Services will be marked as beta, preview or early access (or a similar phrasing), and may not be as reliable as our other Services.
Ownership Disputes: Sometimes ownership of an Account or site is disputed between parties, such as a business and it's employees, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or site ownership and to transfer an Account or site to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or site until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoices or business license, to help determine the rightful owner.
HTTPS Encryption: We may offer HTTPS encryption for Your Sites. By using our domains via the Services, or pointing a custom domain to the Services, you authorize us to create and maintain a certificate for the limited purpose of providing HTTPS for Your Sites.
We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Accounts or parts, some or all of Your Sites; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).
You Must Comply With Data Protection, Security And Privacy Laws. You agree and warrant that you are solely responsible when using Your Sites or the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use Your Sites and the Services to send marketing and other electronic communications to individuals and when using cookies and similar technologies on Your Sites (including, in particular, those which we place for you at your request as part of the Services, such as to undertake analytics for you).
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported via the process described in our Copyright Policy, which is incorporated by reference into this Agreement. We reserve the right to delete or disable content alleged to be infringing, and to terminate Accounts of repeat infringers without any refunds.
eCommerce Restrictions: You may not offer or sell any products or services which, in our sole discretion: (a) we consider hazardous, counterfeit, stolen, fraudulent, abusive or adverse to our interests or reputation; (b) are prohibited for sale, distribution or use; or (c) otherwise fail to comply with any applicable laws or regulations, including without limitation with respect to intellectual property, trade secrets, privacy or publicity rights, consumer protection, product safety or trade regulations or export controls, regulations or sanctions.
eCommerce Suspensions: While we’d prefer not to, we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove your Account, Your Sites or Your eCommerce, without any liability to you or to any End Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). For example, we may suspend Your Site if you’re violating this Agreement.
eCommerce Payment Processors: To accept payments from your End Users in connection with Your eCommerce, you may integrate Your Sites with third party payment processors (“eCommerce Payment Processors”). Your relationship with such eCommerce Payment Processors is governed by those eCommerce Payment Processors’ terms and policies. We don’t control and aren’t liable for any eCommerce Payment Processors, or for any transaction you may enter into with or through any eCommerce Payment Processors. eCommerce Payment Processors are a Third Party Service, as defined in Section 5(b)) While we will try to provide advance notice, you agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from the Services, any eCommerce Payment Processors, without any liability to you or to any End Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law).
ICANN: Your use of our domain services is subject to the policies, including without limitation the dispute resolution policies, of the Internet Corporation for Assigned Names and Numbers (“ICANN”). You can learn more about domain name registration in general at ICANN website.
Reseller Services: We work with third party registrars to provide you with domain services. When you purchase and/or transfer an existing domain name, via the Services, you are bound by the relevant registrar’s terms and conditions. Registrars are a Third Party Service, as defined in Section 5(b) Currently, our registrar for the Services is Namecheap, Inc., and all registrations and renewals via the Services are subject to the Namecheap Terms and Conditions, under which we’re the “Reseller”. Your breach of the Namecheap Terms is a breach of this Agreement.
Transfers And Refunds: You may not be able to transfer a domain name for the first sixty (60) days following registration. For renewals after transfers, you agree that renewing your domain is solely your responsibility. We don't offer refunds for domain transfers nor we are able to reverse the transfer.
Domain Name Lease Agreement with Option to Purchase
The Domain Name Lease Agreement covers your use of and option to purchase of the domain name selected in your account at the time of sign up. Be sure to read it carefully. It is really important that you understand the use of our domains when using the services, such as your option to purchase at any time during the lease. By using the Services, you confirm that you have read and understood our Domain Name Lease Agreement. It is a contractual document and does form part of this Agreement.
Paid Services And Fees
Certain Services are paid services: This section explains how we handle payments for those paid services. For certain paid services, we’ll automatically bill you in regular intervals (such as monthly or annually) unless you disable auto-payments or cancel your Service. You can do that at anytime.
Fees: You can maintain the Services by submitting a monthly maintenance fee payment. Paid Services will remain in effect until cancelled or terminated in accordance with this Agreement and the Domain Name Lease Agreement. We’ll tell you about fees for Paid Services before charging you. You may cancel Paid Services at any time via the Services. If you don't pay for Paid Services on time, we reserve the right to restrict or suspend your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging you. Our fees will appear on an invoice that we provide via the Services, unless otherwise indicated. Please note that different Paid Services have different fees and payment schedules, and canceling one Paid Service may not cancel all your Paid Services.
Taxes: All fees are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the fees for the Services when required to do so. If you're exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we’re satisfied it’s valid and applicable, only apply from and after the date we receive such documentation. If Founderify has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Founderify does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).
Refunds: While you may cancel any Paid Services at any time, you won't be issued a refund except in our sole discretion, or if legally required. At any time of the Paid Services we may offer a free trial so you can try out your Services. Please note applicable statutory rights of cancellation may not result in a refund, as we do not charge for this trial period.
Fee Changes: We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively nor will have effect during the period of your current Service already paid or the initial term of the domain name lease. If you don't agree with the fee changes, you have the right to reject the change by canceling the applicable Paid Service before your next payment date.
Chargebacks: If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact our Customer Specialist Team before filing a Chargeback. We reserve our right to dispute any Chargeback.
Fees For Third Party Services: Third Party Services purchased via the Services may be subject to different refund or other policies that those Third Party Services determine, and such Third Party Services may be non-refundable. The purchase terms and conditions for such Third Party Services may be displayed during the purchase process, such as through a link to the purchase terms and conditions. It's your responsibility to verify your ability to purchase, cancel or obtain a refund for a Third Party Service. Unless otherwise stated in this Agreement, we don’t offer refunds for purchases of Third Party Services. When you use a third party to process payments for your eCommerce activities, remember that your relationship is with them, not us.
Term And Termination
Either of us can end this agreement at any time.
You may terminate this Agreement at any time via the Services.
Changes, Suspension, discontinue or terminantion, restriction of your use of part or all of the Services does not limit your ability to exercise your option to purchase the domain name leased as permitted in our Domain Name Lease Agreement
All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.
You agree that Founderify shall not be liable to you or any third party for any termination or suspension of your account, or for blocking your access to the Services.
We work hard to make Founderify great, but the services are provided as is, without warranties. To the fullest extent permitted by applicable law, Founderify makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”. Founderify also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from Founderify, shall create any warranty. Founderify makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.
Limitation Of Liability
If something bad happens as a result of your using Founderify, our liability is capped.
Unless you are an EU Consumer, you acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Founderify and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, Your Sites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your eCommerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services.
If you are an EU Consumer, we shall, despite any other provision in this Agreement, provide the Services with reasonable care but will not be liable for any losses which were not a reasonably foreseeable consequence of our breach of this Agreement (except in relation to death or personal injury resulting from our negligence or fraud). These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Founderify has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed its essential purpose. To the fullest extent permitted by applicable law (whether or not you are an EU Consumer), in no event shall the aggregate liability of Founderify for all claims arising out of or related to the Services and this Agreement exceed the greater of twenty dollars ($20) or the amounts paid by you to Founderify in the twelve (12) months immediately preceding the event that gave rise to such claim. If you are an EU Consumer, Founderify is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors or other vicarious agents. An “EU Consumer” means a natural person acting for purposes outside their trade, business, craft or profession (as opposed to a User for business or commercial purposes) habitually residing in the European Economic Area.
If you do something that gets us sued, you’ll cover us. To the fullest extent permitted by law, you agree to indemnify and hold harmless Founderify and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Sites and Your eCommerce; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to Your eCommerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which Founderify may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.
Before filing a claim against Founderify, you agree to try to work it out informally with us first. Also, all formal disputes must be resolved through arbitration following the rules described below, unless you opt out of arbitration following the procedure described below. Finally, claims can only be brought individually, and not as part of a class action.
Applicability: This Section 19 shall only apply to: (a) US Users; (b) Non-US Users who are not EU Consumers; or (c) EU Consumers who bring any claim against Founderify in the US.
Informal Resolution: Before filing a claim against Founderify, you agree to try to resolve the dispute by first emailing [email protected] with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or Founderify may then bring a formal proceeding.
Arbitration Agreement: Unless you opt-out during the Opt-Out Period in accordance with Section 18(e), you and Founderify agree to resolve any claims, disputes and matters arising out of or in connection with this Agreement (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and Founderify expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited.
Arbitration Opt-Out: You can decline this agreement to arbitrate by emailing us at [email protected] within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). Your email must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 18(e), then Sections 18(d), 18(f), 18(g), 18(h), 18(i) and 18(j) of these Terms do not apply to you. This opt-out doesn’t affect any other sections of the Terms, including without limitation Sections 18(l), 18(m) and Section 19. If you have any questions about this process, please contact [email protected]
Arbitration Time For Filing: Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
Arbitration Procedures: JAMS, Inc. (“JAMS”) will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) in effect at the time of the dispute.
US Users: If you are a US User, you and Founderify agree that this Agreement affects interstate commerce, so the US Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of these provisions (despite Section 19.2 below). Any arbitration hearings will take place at a location to be agreed upon in Seattle, Washington, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
EU Consumers: If you are an EU Consumer, you and Founderify agree that any arbitration hearings will take place at a location to be agreed upon in Seattle, Washington, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
Arbitration Fees: The JAMS Rules will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Exceptions To Arbitration Agreement: Notwithstanding anything in this Agreement, either you or Founderify may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
Time For Filing: Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed.
Choice Of Law; Jurisdiction And Venue
This Agreement and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of Washignton, without regard to its conflict of laws rules, except that the Federal Arbitration Act (“FAA”) shall prevail to the extent that there exists any conflict between the FAA and the laws of the State of Washignton with respect to Section 18(d). If Section 18(d) is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 18(e), you and Founderify agree that any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of Seattle, Washignton, and you and Founderify consent to venue and personal jurisdiction in such courts.
This section includes some additional important terms. For instance, this Agreement is the whole agreement between us regarding your use of Founderify. this Agreement is governed by US law. If we ever change it in a way that meaningfully reduces your rights, we’ll give you notice and an opportunity to cancel. Also, if you’re reading this in a language other than English, note that the English language version controls.
Entire Agreement: This Agreement constitutes the entire agreement between you and Founderify regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce this Agreement.
Waiver, Severability And Assignment: Our failure or delay to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.
Modifications: We may modify this Agreement from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services.
Events Beyond Our Control: We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, act of ICANN regulations or dispute resolutions or mandates, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
Translation: This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.