This document was last updated on Jun 19, 2024.
This Terms and Conditions (LTCU) comprises two parts: the “Legal Notice and Terms of Use” and the “Service Terms and Conditions.” Both sections are equally relevant, valid, and shall be legally binding.
The platform accessible through the www.sunnysaves.co domain name (the “Site”) is provided by Uncharted Power, Inc. (hereinafter referred to as “us”, “we” or the “Company”), a Delaware corporation with registered address at 69 Market Street, Poughkeepsie, NY 12601 (United States). You may contact us regarding the Company by sending an email at [email protected].
Please read this Terms of Use carefully before you start to use the Site. By using the Site or by clicking to accept or agree to this Terms of Use when this option is made available to you, you accept and agree to be bound and abide by this Terms of Use and our Privacy Notice (each of which is incorporated herein by reference) and all applicable laws and regulations.
IMPORTANT NOTICE: THIS TERMS OF USE CONTAINS A WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE SITE IN THE U.S. IT MAY AFFECT YOUR LEGAL RIGHTS AS DETAILED IN THE GOVERNING LAW AND DISPUTE RESOLUTION PAGE. PLEASE READ CAREFULLY.
Please be advised that by subscribing to our Services (as defined below), you will also be subject to the Services Agreement (each a “Services Agreement”). If there is any conflict between this Terms of Use and any Services Agreement, the Services Agreement will govern with respect to that particular service.
1.1 General
This Terms of Use is the legal agreement between you and the Company, and governs the access to, browsing, and use of the Site, whether as a guest or a registered user (“Terms of Use”). By accessing the Site, you accept to be bound by this Terms of Use. In the case you do not agree with the terms and conditions set forth herein, you must refrain from accessing and using the Site. Should you have any doubts in connection with this Terms of Use, please contact us via email at [email protected].
If you are using the Site on behalf of a corporation or other entity, you represent and warrant that you can agree to this Terms of Use on behalf of such entity and all references to “you” throughout this Terms Of Use will include such entity, jointly and severally with you personally.
Persons using the Site represent and warrant that as a condition of use that they are (i) 18 years of age or older or (ii) if under 18, have parental or other legal guardian permission to access materials and are over 14 years of age (a “Minor”). If you are a parent or legal guardian of a Minor using the Site, you hereby agree to bind the Minor to this Terms of Use and to fully indemnify and hold harmless the Company if the Minor breaches and terms or conditions in this Terms of Use. If you are not at least 14 years old, you may not use the Site at any time or in any manner or submit any information to the Company or the Site.
You also represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If any applicable law, rule, or regulation prohibits you from accessing the Site, you may not access it.
1.2 Purpose
The purpose of the Site is to provide general and business information about the activity of the Company and, with respect to users that have created an account in accordance with the Service Terms and Conditions, enable the use of the services offered by us, consisting in providing support for residents pursuing activities necessary for engaging with and obtaining applicable rebates (indistinctly referred to as the “Services”).
To ensure you can successfully participate in the Services, we recommend that you review the performance of your technology, as we cannot accept any responsibility for slow loading, latency, or failure to view or access forms or other online content forming part of any Service. We reserve the right to limit the use of any Service to any person, geographic region, or jurisdiction.
1.3 Information available on the Site
We make great efforts to ensure that all general and business information on the Site is comprehensive and error-free, and we periodically review the content, information, and any other data of any kind included in the Site. However, you acknowledge and accept that all data available on the Site is provided for information purposes only, and that the Company does not warrant nor accept any liability for any errors existing in the information. All Service descriptions and pricing are subject to change at any time without notice, at our sole discretion. Additionally, we reserve the right to discontinue any Services at any time. We recommend that you search from time to time for updates of, or amendments to, the contents of the Site.
1.4 Your use of the Site
You must use the Site and the Services complying with law and public order. In particular, you undertake not to use them to pursue illegal purposes, contrary to the rights and legitimate interests of us or any other third party, or in any other manner that may tamper, disrupt, overload or otherwise damage the Site and/or the Services. You undertake to comply with any instructions or recommendations given by us or by any individual acting on behalf of the Company.
1.5 Accounts
The Site may contain certain areas and contents that are accessible to all persons and contains areas that may be accessed by valid, active account holders after login with assigned username and password credentials through a personal user account (“Account”). You shall provide accurate, complete, and current Account information and, as applicable, timely update the same. You are solely responsible for the activity that occurs on the Account and for keeping your Account credentials secure. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You shall remain solely responsible for the activity arising out of any failure to keep your Account details confidential and notify us promptly of any breach of security or any known unauthorized use of the Account. Notwithstanding deletion of the Account, the Company may retain your data as reasonably necessary for compliance with applicable law or as otherwise set forth in our Privacy Policy. You agree that all information you provide to register with the Site or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
1.6 Feedback
You can submit to us via the Site or otherwise questions, comments, suggestions, and ideas ("Feedback"). Any Feedback you provide to us shall be deemed to be non-confidential and non-proprietary, and, accordingly, the Company shall be free to use such information on an unrestricted basis.
1.7 Indemnity
You shall defend, indemnify and hold the Company, its officers, directors, employees, agents, partners, suppliers, and/or licensors harmless from and against any and all losses, settlements, damages, liabilities, judgements, obligations, fines or sanctions, costs, and expenses (including reasonable attorney’s fees) (collectively “Losses”), arising out of any claim, proceeding, demand, suit or action (collectively “Actions”) relating to, arising from, or allegedly arising from your use of the Site and/or the Services in breach of the law, or a breach of this Terms of Use or any other contractual obligation you have assumed vis-à-vis the Company.
1.8 Disclaimer
We strive to ensure that the Site and/or the Services are available and fully functional. However, and to the maximum extent permitted under applicable law we do not warrant that the Site and/or the Services will always be available, undisrupted, and error-free. In particular, but without limitation, we shall not be held liable in the event of:
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. THE COMPANY AND ITS THIRD-PARTY LICENSORS OR PROVIDERS SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD-PARTY RIGHTS. THE COMPANY AND THIRD-PARTY LICENSORS AND PROVIDERS MAKE NO WARRANTY THAT: (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE PROVISION OF THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS ON THE SITE WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO A PORTION OF THE FOREGOING MAY NOT APPLY TO YOU, IN WHICH CASE THE DURATION OF ANY SUCH IMPLIED WARRANTIES IS LIMITED TO THE MINIMUM PERIOD PERMISSIBLE UNDER APPLICABLE LAW.
1.9 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OR OUR THIRD-PARTY LICENSORS OR PROVIDERS (OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS), BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS) ARISING OUT OF THE USE OF OR INABILITY TO ACCESS THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK DISRUPTIONS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF ANY MATERIAL LINKED THROUGH THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAXIMUM AGGREGATE LIABILITY OF THE COMPANY OR OUR THIRD-PARTY LICENSORS OR PROVIDERS (OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SITE EXCEED $100. THE LIMITATIONS SET FORTH IN THIS TERMS OF USE WILL NOT LIMIT OR EXCLUDE LIABILITY FOR OUR GROSS NEGLIGENCE, OR INTENTIONAL, MALICIOUS MISCONDUCT.
1.10 Intellectual property
The Site remains the sole property of the Company or its third-party licensors or providers. The Site is protected by copyright, trademark, and U.S.. This Terms of Use do not grant you any right, title, or interest in any Company trademarks, logos, or other brand features.
Unless expressly granted by their corresponding rights holders or by law, you do not have any use or ownership rights upon the above-mentioned contents and creations other than for the use of the Site and/or the Services under the terms and conditions described in this Terms of Use or the applicable Service Agreement. Therefore, and except when authorized in accordance with this section or otherwise in this Terms of Use or in the applicable Service Agreement, you may not distribute, reproduce or copy, communicate to the public, transform or modify, adapt, translate, or otherwise use and exploit said works.
1.11 Privacy policy
Your use of the Site and/or the Services may result in the collection and further processing of information, including information having a personal nature. We will inform you whenever said collection and processing takes place, and the processing shall be governed and subject to our Privacy Policy.
1.12 Links to third parties’ webpages
We are not liable for websites and contents provided by third parties and linked or embedded in the Site or the Services, either as advertisement banners or otherwise included in any of the contents. We shall have no obligation to review the contents of said webpages and the services or products that third parties may offer through them, and their existence does not imply that we support, promote, endorse, sponsor, guarantee, or recommend the linked websites, contents, services, or products. You acknowledge that terms and conditions may apply to the access and use of said services, products, and websites, and that you are responsible for reviewing and accepting them.
1.13 Amendments
We may update, delete, amend or modify the Services, the Site, and the information provided through them from time to time. Likewise, we may delete access to the Services or the Site from time to time, by providing prior reasonable notice.
1.14 Governing Law and Dispute Resolution
The rights and obligations of the parties under this Terms of Use will be governed by the laws of the State of New York. Any cause of action or claim you might have with respect to this Terms of Use must be filed before the courts of the New York County, which shall have exclusive jurisdiction, and shall be commenced within one (1) year after such claim or cause of action arises or shall be deemed waived. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY AND ALL RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ACTION IN ANY ACTION, PROCEEDING, OR COUNTER-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. ALL CLAIMS AND DISPUTES ARISING OUT OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.
1.15 Miscellaneous
The illegality, invalidity, nullity or unenforceability of any of the sections of this Terms of Use will not affect the validity of its other provisions, which shall remain in full force and effect. Such sections are to be replaced or integrated into others that, in accordance with law, correspond to the objective of the substituted sections.
If, at any time, we fail to respond to a breach of this Terms of Use by you, that failure will not waive our right to act with respect to subsequent or similar breaches. A waiver will only be binding on the Company if it is in writing and signed by the Company.
1.16 Entire Agreement
This Terms of Use (including the Privacy Policy) constitute the entire agreement between you and the Company with respect to the subject matter of this Terms of Use and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Terms of Use. Our past, present, and future affiliates and agents can invoke our rights under this Terms of Use in the event they become involved in a dispute with you. Otherwise, this Terms of Use does not give rights to any third parties.
Terms and Conditions applicable to the use of Services.
The platform accessible through the www.sunnysaves.co domain names (the “Site”) and the services offered through the Site are provided by Uncharted Power, Inc. (hereinafter referred to as “us”, “we” or the “Company”), a Delaware corporation with registered address at 69 Market Street, Poughkeepsie, NY 12601 (United States). You, as the consumer (hereinafter referred to as “you”, “consumer”, “your” or the “Individual”) may contact us regarding the Site by using one of the methods noted in Section 2.15 below.
2.1 General
These Service Terms and Conditions (“STC”) govern the use of the services offered by us, which may consist of the following: access to the management and facilitation of government-funded rebate programs for USA residents, energy cost savings calculations, processing of rebate applications, management of financial transactions related to energy-efficient upgrades, the facilitation of, aggregation of, processing of, and management of energy usage data with respect to utility savings opportunities, and any other services as may be offered by us from time to time (the “Services”). Terms of Use are incorporated by reference to this STC.
In order to be able to use the Services, You will need to create an Account (as this term is further described in Section 2.2(a) below) and comply with other requirements set forth in this STC.
2.2 Access to the Services; Account Creation
2.2.1 Eligible Individuals
Services are offered to individuals acting as consumers. For purposes of this STC, ‘consumer’ shall be interpreted as any natural person using the Services.
These Services are offered only to eligible individuals who are eighteen (18) years of age or older. By filling out the registration forms and requesting our Services, you warrant and represent that you are eighteen (18) years of age or older.
2.2.2 Account Creation
In order to access the Services, you will need to register and create an account (the “Account”). You must provide true, current, complete, and accurate information, as requested during the registration process, that refers to you. You cannot sign up or otherwise create an account with us on behalf of a third party.
You should create a personal and non-transferable Account, which will allow you to use the Services for your personal or entity’s purposes only. It is your duty to make sure that when collaborating with another individual, you understand the impact for their privacy and content ownership when accepting to be part of your Account, and you shall indemnify, defend, and hold us harmless of any costs or damages directly or indirectly related to these matters.
Consumer acknowledges the definition of the Company’s Services may change from time to time, at the Company’s discretion, without prior notice to the consumer. You may find detailed information on the current features and functionalities of the Service as provided during the signup process.
Account ownership is based on the data provided during the signup process and, accordingly, it is important for you to confirm all information you have submitted is true, accurate, current, and complete. You agree to notify us of any changes to the information submitted upon signup or thereafter so as to keep any information we may have in our records current and accurate. Note that when you are providing your information and accepting this STC, you are entering into an agreement with us which describes the obligations we have with you. If you have problems accessing or logging on to the Services, please contact us using one of the methods noted in Section 2.15 below.
2.2.3 Provision of the Services
Once an Account has been successfully created, Services will be available and ready to use. Note, however, that access to and use of certain functionalities and Services may be subject to payment requirements. We will provide additional information in connection with such requirement on the Site.
This Section does not preclude your rights as a consumer under Section 2.7 below—if you are using the Services as a consumer, you are entitled to cancel and withdraw from this STC and the Services under the terms and conditions detailed in that Section.
2.3 Use of your Account and Services, and Your Contents
2.3.1 Account Security and Credentials
Accounts are to be used by you, and you are strictly forbidden to share or allow others to use it. You must keep credentials for your Account secured at all times. It is strictly forbidden to share said sets of data with any third parties, or to write them down for recovery purposes. Should you suspect that your Account or your credentials have been,are being used by a third party, or have been compromised, you must contact us immediately using one of the methods noted in Section 2.15 below. Otherwise, we may attribute all use of your Account to you, and you agree to be responsible for all activities that occur under your Account.
2.3.2 Use of Your Account and Services
You must use your Account and the Services in compliance with any and all laws, public orders, and any terms and conditions noted on our Site. This includes, but is not limited to the following terms. You shall not:
2.3.3. Usage Limits
You shall use only the Services in full compliance with the conditions set forth in this STC.
2.3.4 Beta Services
We may offer you the opportunity to take part in early access programs (“Pilots”) to use so-called alpha or beta versions of the Services (“Beta Services”). Beta Services may not work in accordance with the documentation we may provide you with, or they may contain errors, defects or bugs, as you acknowledge and agree. Beta Services are not covered under any service level commitments under this STC, and, as an exception to the provisions in Sections 2.9, 2.10 and 2.11 herein, we do not make any sort of representations and warranties, and disclaim any liabilities regarding Beta Services. Beta Services may be discontinued at any time, for no reason and without prior notice. Nothing in this STC shall be construed as requiring us to release Beta Services as part of our regular Services.
2.3.5 Materials Available in the Services or the Site
The Site and the Services may include information, graphics, text, images, and other materials uploaded by other Account holders or third parties. Said materials are solely for your use in connection with the Site and Services, and their legality, accuracy, and completeness are the sole responsibility of the party that have uploaded them or provided as part of the Site or the Services. Use of the materials may be subject to specific terms and conditions or license terms, you are responsible for obtaining any required licenses or authorizations, and compliance with any licenses or terms and conditions applicable.
2.3.6 Services and Third Party Service Providers
To ensure you are provided with high-quality Services, from time to time we may rely on third party service providers. You understand that those providers act beyond our reasonable control and that we shall not be held liable for any damages caused by an action or omission attributable to them.
2.3.7 Your Contents
We do not claim ownership on the contents you may upload or otherwise use in connection with the Site or Services. However, to ensure we can provide you with the Services or access to the Site, you grant us a worldwide, royalty-free, perpetual, transferable, sublicensable, non-exclusive license to use, reproduce, distribute, communicate and public perform or display (including, among others, the rights to broadcast and transmit), transform and modify, and/or adapt your contents in connection with the operation of the Site and/or the Services. This license is limited to the extent necessary to provide you with the Services only, and we shall not use your contents for other purposes. You represent and warrant that you have the rights necessary to grant the license hereunder, and that your contents do not infringe on any law or third party rights or interests.
Please note that by submitting content (photos or videos) into the Service, said contents are made publicly available to third parties. Please evaluate whether you want to share said content under those conditions before submitting them as part of the Services.
2.3.8 Third Parties’ Intellectual Property & Other Proprietary Rights
Without prejudice to Section 2.3.7 above, you accept not to upload into the Services or the Site, or post, email, transmit, share, or otherwise use, in conjunction with, or related in any manner with the Services or the Site, content for which you do not have the prior authorization of their titleholders. We are neither responsible for said content nor the actions you may take with respect to the content, and you shall not use third party content unless you have first obtained the permission of its owner.
By way of example, you shall not use photographs, text, graphics, information, trademarks, trade names, or other content protected under intellectual property rights that are not yours, except when the corresponding owner has expressly given its approval. You are strictly forbidden from using the Services to circumvent the rights of any titleholder upon its intellectual property or other exclusive rights, such as, providing through the Services links to P2P platforms including infringing materials.
Notwithstanding Section 2.11 below, we may, in the Company’s discretion, delete any content that breaches this Section, without prior notice and accepting no liability for any such deletion.
2.3.9 Review of Your Contents
You acknowledge that, in order to ensure compliance with legal obligations, prevent phishing or fraud, or when unlawful content is reported to us, we may be required by third parties to review certain content submitted by you to determine whether it is illegal or whether it breaches this STC. We may, at our sole discretion, modify, prevent access to, delete, or refuse to display content that we believe violates the law or this STC. However, you acknowledge that we have no obligation to monitor or review any content submitted by you.
2.3.10 Obligations Vis-à-Vis Respondents
Your use of the Services may result in the collection and further processing and analysis by you of information belonging to third parties (the “Respondents”). Any contractual relationship existing with Respondents is entered into between you and them. You are fully responsible for meeting any applicable obligations when contacting Respondents and processing their data.
2.3.11 Collaboration with Us
You agree to comply with any instructions or recommendations given by us or by any individual acting on behalf of the Company in connection with the use of the Site, your Account, or the Services.
2.4 Fees and payments
Payment for the service orders (the “Statements of Work”) shall be subject to the Payment Terms and Conditions, which are incorporated to in this STC by reference.
2.5 Term
The Services shall be accessible from the moment the service process is finalized, and shall be available to you unless you terminate your Account through “My Account". Statements of Work are subject to a particular term, as selected by you when purchase is completed.
You may terminate your Account at any time, and we reserve the right to terminate your Account under the conditions set forth in Section 2.6 below. This STC applies as long as you have an Account through our Site, regardless of the type of Account you held at each moment.
This section shall not prevent the rights you have as a consumer in connection with the cancellation of, or withdrawal from, your Account. For further information please refer to Section 2.7 below.
The content will be made available to you and at your disposal at the end of the Term, but if you terminate your Account, everything will be erased (including the content) as indicated in Section 2.6(b) below. For any personal data collected through the Service, please check the terms of the Data Processing Agreement to learn how data will be processed upon termination of the Services.
2.6 Suspension and Termination of the Account
a) Termination or Suspension by the Company
We are entitled to suspend your Account in the event you provide us with untrue or inaccurate information when creating your Account, as well as when you fail to comply with this STC or other mandatory provisions by law. We shall have the right to modify, prevent access to, delete, or refuse to host, display or make available those contents that are believed to violate the law or these STC, either by the way in which said contents are used as analyzed on their own or by the way they interoperate with other contents, entities or people. Except for those cases in which the contents at issue could automatically trigger Company’s liability under applicable law or when it is necessary to act diligently to prevent harm to others, we will notify you in advance about its intention to act against said contents and give you reasonable time to respond and take any necessary actions. Upon occurrence of any of these, we will contact you and request you to remedy your breach of this STC.
We are entitled to terminate your Account in the event you fail to redress any STC breach in the non-extendable term of seven (7) calendar days from notification date. Additionally, your Account may be terminated promptly in the event you substantially breach this STC, including without limitation any case in which the Account is used to commit fraud (e.g. to carry out phishing attacks) or willfully addressed to breach the law. Account termination may result in data loss.
We are entitled to terminate your Account, without any further prior notice, in the event that you do not access your Account on any occasion for an uninterrupted period of 24 (twenty- four) months. The purpose of this termination is ensuring that only active users use the Site and, therefore, that the Site works in a fast and effective way. You can prevent this from happening by accessing at any given time to your Account, and the 24-month timeframe will restart.
Finally, we may terminate your Account should you oppose the appointment of any sub-processor, as further detailed in our Privacy Policy.
Please note that in all these cases you may lose all the information stored in your Account, such as completed work.
b) Termination by You
You may terminate your Account at any time by using the account termination option. If you terminate your Account you may still be able to access the Site, but you will not have access to the Services, features and content that are available to Account holders. Please note that this may result in data loss.
2.7 Cancellation of Your Services - Withdrawal Right
The Services are available upon completion of the signup process and creation of your Account. By creating your Account and expressly requesting the Services, you waive any withdrawal rights, if applicable.
2.8 Social Media and Third Party Platforms
The Services may include functionality that allows you to access and post content to social media and third party platforms regarding your activities while using our Services. If you choose to use this functionality, we may:
a) Have access to certain information that you make available through the social media or third party platforms at issue, provided that the data has been made available to us under the terms and conditions and privacy policies set forth by said third parties; or
b) Post status messages, notes, photos, videos and other materials to the applicable social media or third party platform on your behalf.
Subject to all the applicable third parties’ terms and conditions and privacy policies, by connecting your Account with your account on a social media or third party platform, you grant us permission to access and use the information that you make available through the social media or third party platform at issue. To manage the information provided to us, please review the privacy settings applicable to your social media or third party platform accounts.
We are not liable for social media or third party platform contents, products, or services. We shall have no obligation to review their contents, services, or products. You shall review all terms of use, policies, and guidelines established from time to time in said social media or platforms, and you agree to be solely responsible and liable for any claims arising as a result of sharing or posting any content to or your activity in any social media or third party platforms.
2.9 Representations and Warranties. Disclaimer of Warranties and Damages.
In addition to any other representations and warranties included in this STC, we both warrant and represent that we have the full power and authority to enter into this STCs, and that any approvals, consents and permissions, if any, have been obtained. In addition, you further warrant and represent that you will (i) use the Services in accordance with the provisions of this STC as well as any reasonable instructions delivered by the Company—or by any of our authorized representatives— from time to time; (ii) any contents or data used in connection with the Services will be uploaded, processed or otherwise used and acquired having obtained any necessary approvals, authorizations or licenses, in compliance with any applicable laws, rules, regulations, directives and governmental requirements in the field of privacy, intellectual property and/or image rights; and (iii) provide your reasonable cooperation in the event that we need any evidence to prove before competent authorities and/or courts about the satisfaction of the requirements or consents referred therein.
To the fullest extent permitted by applicable law, the Site, the Services and Materials are provided “as is”, “with all faults” and “as available” and the entire risk of use and performance remains with you. The Company specifically disclaims all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. The Company disclaims any representations, warranties, or conditions, express, or implied, or statutory, including, without limitation, (i) the implied warranties of merchantability, fitness for a particular purpose, and non-infringement; and (ii) that the Services and the Site will be available or provided on an uninterrupted, timely, or secure basis, will be free be error-free or free from viruses, worms, or other harmful or malicious components. You may have additional rights under your local laws that this STC cannot supersede and, in any such cases, the Company’s liability is limited in accordance with and to the extent permissible under said local laws.
2.10 Limitation of Liability
To the maximum extent permitted by applicable law, in no event will the Company, its affiliates or agents, be liable for any indirect, consequential, incidental, exemplary, punitive, or special damages for any errors or omissions in the content of this Site, for your action or inaction in connection with this Site or for any damage to your computer or any other damage you may incur in connection with this Site, including without limitation any damages to or for loss of data, revenue, profits, goodwill, or other intangible losses arising from or relating to this STC, your Account, or the Services. To the maximum extent permitted under applicable law, this limitation will apply to all claims under all theories of law and equity.
Subject to Sections 2.8 and 2.9 above, the Company’s maximum, aggregate or cumulative liability to you, for direct damages or under this STC (including under Sections 2.8 and 2.9 above or any other contractual obligations), tort (including negligence and statutory duty) or otherwise shall not exceed the total maximum amount equivalent to fees paid to the Company in the last twelve (12) months preceding the date in which the damage took place.
Limitation and/or exclusion of liability and warranties may be limited in certain jurisdictions. To the extent that the limitations and exclusions in Sections 2.8, 2.9 and 2.10 cannot be enforced or are considered void or illegal, either in whole or in part, said sections shall be construed and enforced in the sense of limiting the scope, duration and/or extent of the liability and/or warranty provision at issue. Nothing in this STC shall be understood to limit or exclude your liability for the price owed in excess of any liability caps hereunder.
2.11 Indemnity
You shall defend, indemnify and hold the Company, its officers, directors, employees, agents, partners, suppliers, and/or licensors harmless from and against any and all losses, settlements, damages, liabilities, judgements, obligations, fines or sanctions, costs, and expenses (including reasonable attorney’s fees) (collectively “Losses”), arising out of any claim, proceeding, demand, suit or action (collectively “Actions”) brought by a third party related to (a) your use of the Site or the Services, and activities occurring under your Account; (b) any violation of this STC; or (c) your violation of any other party’s rights or any applicable law.
2.12 Amendments to the STC and Other Notices.
We may modify this STC and other terms and documents from time to time, without prior notice. We will provide you with updated terms to this STC and similar documents with reasonable notice of any substantial change, to be sent via email or in-product notifications. If you do not agree to any amendments to the STC, you shall (as your sole remedy) stop using the Site and the Services. By continuing to use the Services or the Site, you are providing your agreement to be bound by the updated terms of the STC.
We may notify you about any topic related to this contract via email or in-product notifications. It is your responsibility to check those regularly to be informed about any said changes.
2.13 Modifications and updates of the Services
Due to the constant updates and changes made by the Company to improve the Services, to ensure you can use them in a seamless way, and that the Services can interoperate with third party platforms, we may add, alter, or remove functionalities from a Service at any time at our discretion. Moreover, the Company may implement any updates to the Services (including security updates) which will be applicable to some or all users collectively at any time at our discretion. Any modifications implemented hereunder will be applied for free.
2.14 Miscellaneous
The illegality, invalidity, nullity, or unenforceability of any of the sections of this STC will not affect the validity of its other provisions, which shall remain in full force and effect. Such sections are to be replaced or integrated into others that, in accordance with law, correspond to the objective of the substituted sections.
If, at any time, we fail to respond to a breach of this STC by you, that failure will not waive our right to act with respect to subsequent or similar breaches. A waiver will only be binding on the Company if it is in writing and signed by the Company. This STC constitutes the entire agreement between you and the Company with respect to your Account and the Services. Both you and the Company, warrant to each other that, in entering this STC, neither the Company nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in this STC.
The rights and obligations set forth in these STC (or, otherwise, of the Account) cannot be assigned to any third party without the prior written consent of the Company. Moreover, any decisions taken by the Company are final and binding.
You grant to the Company a perpetual, worldwide, royalty-free, transferable, sublicensable, non-exclusive, irrevocable license to use, reproduce, modify or transform, distribute, communicate to the public, and otherwise exploit any suggestions, ideas, enhancement requests, feedback, recommendations or other information or ideas provided by you or any third party on your behalf relating to the Services, Site, platform, deliverables, images or the software.
The Services have a legal warranty period from its delivery. If an incident occurs in the contracted Services, you may communicate it to the Company by any of the means of support indicated in the following clause, and we will make a diagnosis of the incident, proceeding to its resolution.
In the event of any conflict between the provisions of this STC and the Terms of Use, the Privacy Policy, the Data Processing Agreement or any other terms incorporated by reference into these STCs, the terms of the STCs shall take precedence. Should the Company and you enter into a subcontractor agreement after the execution date of this STC, such executed subcontractor agreement shall take precedence over the STC, as applicable.
2.15 Support, Contact and Complaints
You can contact us in case you have any doubts, comments or concerns by the following means:
Although the Company will in most circumstances be able to receive your e-mail or other information provided through this Site, the Company does not guarantee that it will receive all such e-mail or other information timely and accurately and shall not be legally obligated to read, act on or respond to any such e-mail or other information. Be aware that Internet e-mail typically is not secure.
2.16 Applicable law and jurisdiction
This STC shall be governed and construed in accordance with the laws of the State of New York. Any dispute that may arise from or in connection to us and/or the Site or the Services shall be subject to the jurisdiction of the courts in New York County without giving effect to conflicts of law. You hereby waive any objections you may have to the venue of any such suit, action, or proceeding and hereby irrevocably consent to the personal jurisdiction of any court in such suit, action, or proceeding in New York County, New York.