Subscribfy TERMS OF SERVICE
Welcome to Subscribfy!
These terms of service are a legal agreement (this “Agreement”) between you (together with the business entity, if any, that you represent, “You” or “Your” or “Client”) and Subscribfy Inc., a Delaware corporation (“Subscribfy” or “We”, “Us” or “Our”), establishing terms and conditions under which You shall access and use the services, applications and features provided by Subscribfy (“Services”), whether through Our website at www.subscribfy.com (“Website”) or Our application made available to You remotely or for download from time to time (each, an “Application”). Subscribfy provides online merchants and retailers (each, a “Merchant”) with e-commerce platform-integrated functionality to engage their customers by offering subscriptions and related incentives. You are agreeing to this Agreement as a Merchant. The date You first agree to or accept this Agreement, or that You otherwise first access and use the Services following the date this Agreement is first made available to You, is referred to herein as the “Effective Date.” Your use of the Services is also subject to Our Privacy Policy [LINK] as such Privacy Policy may change from time to time.
BEFORE YOU CLICK ON THE “I ACCEPT” OR SIMILAR BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON OR BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE SERVICES FROM YOU ARE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK “I ACCEPT” OR OTHERWISE INDICATE AGREEMENT AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES. NOTHING HEREIN SHALL LIMIT YOUR OBLIGATIONS UNDER THE TERMS AND CONDITIONS OF SHOPIFY.COM OR ANY OTHER THIRD PARTY PLATFORM IN CONNECTION WITH WHICH YOU ACCESS OR USE OUR SERVICES.
Subscribfy Services; Your Account.
General. In Your role as a Merchant, subject to the terms of this Agreement, Subscribfy agrees to provide You with the Services to enable You to engage with Your customers (each, a “Customer”) in connection with Your offering of subscriptions and related incentives (“Your Offerings”) to such Customers (the “Purpose”). To enable such Services, Subscribfy may make available its Application to You for download for Your use on Your systems and/or provide APIs for Your remote interaction with Our Application.
Access and Use of Our Application. Subject to the terms and conditions of this Agreement, Subscribfy hereby grants to You, a limited, non-exclusive, non-transferable right for You and Your employees (each, a “User”) to access and use the Application in accordance with the documentation We provide to You from time to time, solely for the Purpose. Client agrees that its purchases under this Agreement is neither contingent on the delivery of any future functionality or features of the Application nor dependent on any oral or written public comments made by Subscribfy regarding future functionality or features. Further, if We provide You with any API or software outside the Application (“Ancillary Software”), Subscribfy hereby grants You a limited, non-exclusive, non-transferable right to use that Ancillary Software solely in connection with Your use of the Application. For the avoidance of doubt, Client and its Users will not have the right to access or use the Application except for the access and use of Subscription Services through the Subscribfy Application as provided in this Section 1(c).
Restrictions. You shall not, directly or indirectly, and You shall not permit any User or third party to, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Application; (ii) modify, translate, or create derivative works based on any element of the Application or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services or Application; (iv) use the Services or Application for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of You and Your Customers in connection with the Purpose; (v) remove any proprietary notices from the Application; (vi) publish or disclose to third parties any evaluation of the Services, Website or Application without Subscribfy’s prior written consent; (vii) use the Services or Application for any purpose other than the Purpose; (viii) interfere with or disrupt the integrity or performance of the Services, Website or Application; or (ix) attempt to gain unauthorized access to the Services, Website or Application.
Eligibility. You must be at least eighteen (18) years of age in order to subscribe to or use Our Services. You represent that You are eighteen (18) years of age or older.
Merchant Obligations.
Establishing Your Account; Login Credentials. In order to access and use Our Services, You must create an account in Our Application (“Account”) by providing Us with certain information and completing the registration process as provided in Our Application or Website from time to time. In connection with creating an Account, You will be required to establish login credentials (Your “Login Credentials”). You are responsible for protecting Your Login Credentials from unauthorized use, and You are responsible for all activity that occurs on Your Account (including without limitation any financial obligations). You agree to notify Us immediately if You believe that Your Login Credentials have been or may be used without Your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by Your failure to safeguard Your Login Credentials.
Account Information. During Your registration, You shall give truthful information about You (such as name, email address, store URL, physical address, phone number and payment account information) (collectively, Your “Account Information”). You represent, warrant and covenant to Us that Your Account Information is and shall remain accurate and up-to-date, and You understand that You are responsible for ensuring that Your Account Information is accurate and for keeping Your Account Information up to date. We may contact You to verify Your Account Information and may require You to provide additional information for purposes of fraud prevention and verifying Your Account Information. We may suspend You from Our Services if You do not provide such information within a reasonable period.
Acknowledgement for You to Receive Communications. You hereby agree: (i) to receive communications, including emails, text messages, push notifications, mail and telephone calls, that are related to Our Services; that any communications from Us may also include marketing materials from Us or from third parties; and that any notices, agreements, disclosures or other communications that send to You electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving Our communications by emailing support@subscribfy.com or selecting to unsubscribe as may be provided in the applicable correspondence.
Customer Terms and Conditions. You are solely responsible for the terms and conditions of Your transactions with Your Customers including, without limitation, terms regarding payments and billing, subscriptions, shipping and handling, returns warranties, fees and applicable taxes, licenses and communications.
Compliance with Laws. You agree to comply with all applicable laws, rules and regulations applicable to Your use of the Services including, without limitation: (a) automatic renewal laws and regulations; (b) data protection laws and regulations; and (c) the Consumer Financial Protection Bureau’s Final Prepaid Accounts Rules together with any other laws or regulations applicable to unclaimed property.
Active Account and Application Requirements. In order to give effect to the credit accrued by Customers in connection with their subscriptions, Your Account must be active and in good standing and Our Application must be installed on Your e-commerce platform until all such credits are utilized or refunded. Notwithstanding any change to Your Account, You agree to keep Our Application installed, including any updates, on Your e-commerce platform for the purpose and duration required to give effect to this Agreement.
Insurance. Merchant will obtain and/or maintain, at its sole cost and expense, general liability insurance necessary to cover its obligations and responsibilities under the Terms, or any amount required by law, whichever is greater, and which insurance is issued by financially sound and reputable insurers.
Fees; Taxes.
Fees. By using Our Services, You agree to Our pricing schedule, incorporated herein by reference and available on Our Website or agreed in a separate order between You and Subscribfy from time to time. You agree to pay all such fees on such schedule. In the event We increase the fees for Our Services, We will provide reasonable notice to You before applying the increased fees (including an opportunity to change Your Subscription). By using Our Services after effective date of increase in the notice, You agree to pay the revised fees set out in the Fee Schedule or otherwise communicated to You.
Billing. Our fees may be automatically deducted by Your e-commerce platform, We may bill You directly, or We may use a third-party payment service to bill You through an online account for Your fees, as applicable, in lieu of directly processing Your credit card information. By submitting Your payment account information, You grant Us the right to store and process Your information with the third-party payment service, which may change from time to time; You agree that We will not be responsible for any failure of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third-party payment service in addition to this Agreement. You agree that We may change the third-party payment service and move Your information to other service providers that encrypt Your information using transport layer security (TLS) or comparable security technology.
Late Payments. We may suspend or terminate Your Services, in whole or in part, if Your fees are unpaid. We also reserve the right to charge You additional fees or charges which are incidental to charge back or collection of any unpaid amounts.
Refunds. Other than as may be expressly set forth on Our Application as updated from time to time, We have no obligation to provide refunds or credits, but may grant them in certain circumstances in Our sole discretion.
Taxes. Subscribfy only provides functionality to support Your management of Customer subscriptions to Your Offerings. You are solely responsible for understanding and evaluating any tax liability related to Your Offerings and Your use of Our Services (other than taxes on Subscribfy’s income), as well as paying any such tax liability to the applicable governmental authorities. You are solely responsible for determining the need to report any such sales or services pursuant to the requirements of local, state, or federal law. Subscribfy cannot and does not offer tax advice to You or other Merchants nor does Subscribfy provide any tax documentation to You or other Merchants; Subscribfy recommends that You consult with a tax advisor for such advice and documentation.
Term; Termination of; and Modifying the Services.
Term. This Agreement is effective from the Effective Date until terminated in accordance with its terms.
Modification of Services. We may change and update Our Services at any time. We may add or remove features including without limitation making free Services paid Services and vice versa. We will endeavor to give You appropriate advance notice about any major changes, although You understand that We may stop, suspend or change Our Services at any time without prior notice. If You do not like Our Services or this Agreement, or would like to provide constructive feedback, please let Us know by contacting Us at support@subscribfy.com. We do not promise to make any changes that You suggest, and Your sole remedy if You are dissatisfied with Our Services or this Agreement is that You may discontinue Your use of Our Services.
Suspension of Services. We may alter, suspend or discontinue Our Services in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. In order to use Our Services, You must have a computer with Internet access that can access Our Website or a compatible mobile device enabled with any mobile application We may provide. You will be solely responsible for procuring any hardware, software or other materials that are required or recommended for Your use of Our Services.
Termination by Us. We may terminate Your access to Our Services, in Our sole discretion, for any reason and at any time. If You have provided Us with Your email address, We will endeavor to provide electronic notice to You at such email address. You agree that We are not liable to You or any third party for any termination of Your access to Our Services.
Termination by You. You may terminate this Agreement at any time by ceasing to use Our Services and, if applicable, by closing Your Account and/or, subject to Section 2(f), uninstalling Our application from Your e-commerce platform. We may provide instructions on Our Application for how to close Your Account, and may update such instructions from time to time. Please follow such instructions if You would like to close Your Account.
Effect of Termination. Upon any termination of this Agreement:
You shall maintain Our Application on Your e-commerce platform in order to effect or refund all credits owed to Customers who subscribed to Your Offerings in connection with Our Application; and
except as and solely to the extent required to give effect to the post-termination obligations set out above: (a) Your license rights under this Agreement will terminate and You must immediately cease all use of the Service; (b) You will no longer be authorized to access Your account or the Service; (c) You will no longer have access to any Content that You uploaded or otherwise published or provided to or via the Subscribfy Application; (d) all unpaid amounts accrued up to the effective date of termination will be immediately due and owing; and (e) You will return or destroy Our Confidential Information in accordance with Section 8, provided that, in any event, the foregoing will immediately take effect following the satisfaction of Your obligations under Section 2(f).
Telecommunications. When using Our Services, Your telecommunications carrier’s normal rates and charges apply. Unless otherwise set forth in this Agreement, We are not responsible for any charges You incur from Your telecommunications carrier or otherwise as a result of use of Our Services. You are responsible for ensuring that, at all times while using Our Services, You are not in violation of any agreement with Your telecommunications carrier.
Survival of Terms. The following Sections of this Agreement and any accrued obligations will survive any termination of this Agreement: Sections 1(d), 2(d), 2(e), 2(f), 2(g), 3, 4(f), 4(h), 5, 6, 7, 8, 9, 10, 11, and 12 and any related definitions.
Intellectual Property, Content and Data Rights.
Our Services, Website, Application and Content. You agree and acknowledge that Subscribfy owns all right, title and interest in and to the Services, Website and Application, all content on Our Application and Website, and all intellectual property rights therein.
Your Merchant Content.
Ownership. You shall retain ownership of Your information You provided to Us through Our Services (Your “Merchant Content”). You hereby grant to Us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to (i) reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display and otherwise use Your Merchant Content for the Purpose and (ii) to aggregate Your Merchant Content in a manner which does not identify You or Your Customers and exploit such aggregated information without restriction. Additionally, You acknowledge and agree that We may collect and analyze information related to Your Account including, without limitation, information relating to the provision, use and performance of various aspects of the Services and related systems, as well as information concerning Your Merchant Content and data derived therefrom, for any purpose including the legitimate business purposes of providing and improving the Service, subject to the terms of Our Privacy Policy.
Your Responsibility for Merchant Content. Certain features of the Subscribfy Application may permit You to upload Content to the Services. You are solely responsible for all of Your Merchant Content. You represent and warrant that You own all Your Merchant Content or You have all rights that are necessary to grant Us the license rights in Your Merchant Content under this Agreement. You also represent and warrant that neither Your Merchant Content, nor Your use and provision of Your Merchant Content to or through Our Services, nor any use of Your Merchant Content by Subscribfy on or through Our Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Unsolicited Feedback. We welcome Your feedback, ideas and suggestions (collectively, “Suggestions”). If You send Us any Suggestions, You agree that: (1) Your Suggestion(s) become Our property and You are not owed any compensation in exchange; (2) none of the Suggestion(s) contain confidential or proprietary information of any third party; (3) We may use or redistribute Suggestion(s) for any purpose and in any way; (4) there is no obligation for Us to review Your Suggestion(s); and (5) We have no obligation to keep any Suggestions confidential.
No Implied Licenses. Nothing contained on Our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use Our Services, Website, Application or any content therein, through the use of framing or otherwise, except: (a) as expressly permitted by this Agreement; or (b) with Our prior written permission or the written permission of the third party that may own the trademark or copyright of material displayed on Our Services.
Privacy Policy. Our Privacy Policy describes the collection, use and disclosure of data by Us in connection with Our Services, including with respect to data regarding Your Customers (“Customer Data”). We may use Customer Data as permitted in Our Privacy Policy. Our Privacy Policy, as may be updated by Us from time to time in accordance with its terms, is hereby incorporated into this Agreement.
Data Processing Agreement. To the extent that Subscribfy acts as a data processor in relation to any Personal Information You provide in relation to the Services, Our Data Processing Agreement (“DPA”) shall apply.
Security. You acknowledge that Our Services use the Internet for data transfer and Internet-connected servers to store Your Merchant Content and to provide the Services. While We use commercially reasonable security measures for such servers, no security measures are entirely effective and Internet communications may have inherent insecurities. As such, We make no representations or warranties regarding the security offered in respect of Our Services.
Your Use; Prohibited Conduct.
General. As a condition of Your use of Our Services, You will not use Our Services for any purpose that is unlawful or otherwise prohibited by this Agreement. You further agree to comply with any other applicable terms and conditions of use set forth on Our Services. We reserve the right, without prior notice to You and in Our sole discretion, to terminate Your access to Our Services if We decide that Your use violates this Agreement, including for the reasons listed in this Section 6, or for any other reason.
Prohibited Use; Unauthorized Access. You agree not, and will not permit any person or entity, to: (i) use, or allow the use of, Our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious or negligent manner when using Our Services; (iii) act in any manner that, in Our sole discretion, could damage, disable, overburden, impair or interfere with any other party’s use of Our Services; (iv) obtain or attempt to obtain any information through any means not intentionally made available through Our Services; (v) obtain unauthorized access to any computer system through Our Services; (vi) circumvent, remove or otherwise interfere with any security-related features of Our Services, features that prevent copying or using any part of Our Services or features that enforce limitations on the use of Our Services or any Content; (vii) introduce viruses, worms, Trojan horses and/or harmful code to Our Services; and (viii) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of Our Services or any Content. In the event that You gain access to information not intended to be accessed by You, You agree that You will immediately notify Us and destroy all copies of such information in Your possession.
Prohibited Content and Merchant Activity. You agree that You will not, and will not authorize or facilitate any attempt by another person or organization to use Our Services to: (i) transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by Us; (ii) use a name or language that We, in Our sole discretion, deem offensive; (iii) post defamatory statements; (iv) post hateful or offensive Content or Content that disparages any ethnic, racial, sexual, gender, religious or other group; (v) post Content that depicts or advocates the use of illegal drugs; (vi) post Content that characterizes violence as acceptable, glamorous or desirable; (vii) post Content which infringes another’s copyright, trademark or trade secret; (viii) post unsolicited advertising or unlawfully promote products or services; (ix) harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity; (x) promote, solicit or participate in any multi-level marketing or pyramid schemes; (xi) exploit children under 18 years of age; (xii) engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum; (xiii) invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); (xiv) solicit personal information from children under 13 years of age; (xv) create a false identity or impersonate another person or entity; or (xvi) encourage conduct that would constitute a criminal or civil offense. We reserve the right to consider other conduct to be prohibited. In addition, You acknowledge and agree that You will not post any content to any of Our social media accounts that is any of items (i)–(xvi) above.
Intellectual Property Infringement. You agree that the structure, organization and code used in conjunction with Our Services are proprietary to Us. You shall not, and shall not permit any person or entity to: (i) use Our Services on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of Our Services or any Content available through the foregoing; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from Our Services; or (iv) sell, transfer, publish, disclose, display or otherwise make available Our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by Us or copies thereof to others in violation of this Agreement. Unless as otherwise set forth by Us in writing, You understand and acknowledge that all Content contained on Our Services is the property of Us and/or Our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
Third Party Services.
Third Party Service. Our Service may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that We have with such a third party. We have no control over any features or functionalities offered by any third party, and those features or functionalities may be modified, suspended or terminated at any time with no notice. We further assume no liability in connection with Your use of any third-party services.
Third Party Links. Our Services may contain links to third party sites. These links are provided to You as a convenience, and We are not responsible for the content of any linked third-party site. Any third-party site accessed from Our Services is independent from Us, and We have no control over the content of that site. In addition, a link to any third-party site does not imply that We endorse or accept any responsibility for the content or use of such site. You understand that use of any third-party site is subject to its terms of service and privacy policy. We request that You exercise caution and good judgment when using third party sites.
Providers of Third-Party Applications. You hereby acknowledge and agree that all of Our licensors, suppliers or other third parties: (i) are not parties to this Agreement; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Subscribfy; (iii) are not responsible for addressing claims by You or any third party relating to Our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that Our Services or use thereof infringes any third party intellectual property rights.
Confidentiality.
Confidential Information. For the purposes of this Agreement, each party (“Disclosing Party”) may provide the other party (“Receiving Party”) with certain information in any form or medium, designated as confidential or proprietary, or which by its nature should be reasonably understood to be confidential or proprietary (“Confidential Information”). The Services and all materials provided by Subscribfy in connection with the provision of Services are Subscribfy’s Confidential Information.
Obligations of Receiving Party. Receiving Party agrees that it will only use Disclosing Party’s Confidential information to exercise its rights and perform its obligations under this Agreement. Receiving Party will not disclose Disclosing Party’s Confidential Information to any third party, and will in any event disclose such Confidential Information only to those of its employees, representatives and agents who have a need to know such Confidential Information in the performance of this Agreement and who are subject to confidentiality obligations no less restrictive than those set out in this Section 8. Without limiting the foregoing, the Receiving Party will safeguard the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure using the same measures as it uses to protect its own confidential information of a similar nature, and in any event not less than a commercially reasonable standard of care. Upon the earlier of any termination of this Agreement or the Disclosing Party’s request, the Receiving Party will return or, at the Disclosing Party’s option, destroy and to the extent permitted by applicable laws, certify such destruction to the Disclosing Party all copies of the Confidential Information that the Receiving Party has in its possession or control.
Exceptions. Confidential Information does not include any information that: (i) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (ii) is lawfully received by the Receiving Party from a third party not under any duty of confidentiality; (iii) was already known to the Receiving Party at the time of disclosure; or (iv) was independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may disclose Confidential Information to the extent compelled or required to do so by law or court order (or similar order of a legal authority with jurisdiction over the Receiving Party), provided that unless prohibited by applicable law, the Receiving Party promptly notifies Disclosing Party in writing of such required disclosure so that Disclosing Party may, at its own cost and expense, seek a protective order or other remedy.
Remedies. Any breach or threatened or attempted breach of this Section 8 may result in immediate, irreparable harm for which monetary damages would be an inadequate remedy. Notwithstanding anything to the contrary in this Agreement, in the event of a breach of this Section 8, either You or Subscribfy may seek equitable relief from a court of competent jurisdiction.
Limitation of Liability; Disclaimers; Miscellaneous.
Disclaimer.
No Warranty. OUR SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Waiver of Liability. WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. Under no circumstances will We be liable for any loss or damage caused by failed delivery or receipt of Content or any third party’s use or distribution of Content. You hereby acknowledge and agree that Subscribfy merely stores and hosts Merchant Content but does not actively create Merchant Content and does not actively monitor Merchant Content. Without limiting the foregoing, in the event Subscribfy chooses to monitor any Merchant Content, Subscribfy still assumes no liability or responsibility for such Merchant Content. Under no circumstances will Subscribfy be liable for any claims that may arise from Merchant Content, including without limitation claims for intellectual property infringement.
Limitation of Liability.
General. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, ANY THIRD PARTY PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Limitation. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) $100.00; OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, IN THE THEN-PRIOR SIX (6) MONTH PERIOD.
Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Release. Our Services are only a means of enabling Merchants to offer subscriptions and related services to Customers, and We do not take part in the interaction between or among Merchants and customers. As a result of Our limited involvement in the actual contact between or among Merchants and Customers, in the event that You have a dispute with any Merchants or Customers, You hereby release Us, and Our officers, directors, employees, agents, investors, subsidiaries and contractors from any and all claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We expressly disclaim any liability or claims that may arise between or among Merchants or Customers of Our Services. You waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You hereby waive any other similar provision of applicable law that applies to You.
Indemnification. By using Our Services, You hereby agree to indemnify and hold harmless Us and Our officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) Your provision of any Content, (ii) Your use of Our Services, (iii) Your Offerings, (iv) Your violation of applicable law or regulation, and/or (v) any user or other third party’s use of any Content that You submit via Our Services. At Our option, You agree to defend Us from any Claims.
Waiver of Rights. Subscribfy’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly agent of Subscribfy.
Successors and Assigns; Binding Effect. You may not assign or transfer Your rights or obligations under this Agreement in whole or in part to any third party without Our consent. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees and permitted assigns.
Independent Contractor Status. We and You are independent contractors and are not partners, joint venturers, agents, employees or representatives of each other.
Publicity. You hereby grant to Us a non-exclusive, transferable, sub-licensable and royalty-free right and license to use Your names, logos and trademarks to identify You in Our marketing materials and Website as a Subscribfy customer. We agree to abide by any then-existing usage guidelines You have provided to Us in writing. You acknowledge and agree that Subscribfy does not certify or endorse, and has no obligation to certify or endorse, any of Your products, services or Content. We may authorize You to use Our names, logos and trademarks from time to time. In such event, You agree to abide by any then-existing usage guidelines We provide to You in writing. All goodwill arising from use of a party’s names, logos and trademarks shall inure to such party.
Entire Agreement; Amendment; Interpretation. This Agreement, including Our Privacy Policy and DPA, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by Us, and cannot be amended except by a writing signed by both parties or by Our posting of an amended version of this Agreement on Our Website. The headings and captions used in this Agreement is used for convenience only and are not to be considered in construing or interpreting this Agreement. If any part of this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
Jurisdictional Issues. We make no representation that information on Our Services is appropriate or available for use outside of the United States of America. Those who choose to access Our Services from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using Our Services, You consent to having Your Login Credentials and any personal information that You provide to Us transferred to and processed in the United States of America subject to the restrictions on such data as provided in Our Privacy Policy and DPA.
Governing Law; Dispute Resolutions. This Agreement, and any dispute between You and Us, shall be governed by the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction. Unless You and We agree otherwise, You agree that any claim or dispute that has arisen or may arise between You and Us must be resolved exclusively by a state or federal court located in New York, New York USA except that You or We are permitted (a) to bring small claims actions in state court in the county in which You reside if such court has a small claims procedure and if such court is located in the United States of America; (b) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (c) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, You and We agree to waive trial by jury in any court proceeding.
Notice to California Residents. If You are a California resident, under California Civil Code Section 1789.3, You may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
For Additional Information. If You have any questions about this Agreement, please contact Us at support@subscribfy.com
Last Updated: May 29, 2023.