TERMS AND CONDITIONS
Last
updated
October 01, 2024
AGREEMENT TO OUR LEGAL
TERMS
We are Trophade,
Inc.
(
"Company," "we," "us,"
"our")
, a company registered in
Utah, United States
at 1385 Madera Hills Drive
, Bountiful
, UT
84010
.
We operate the
website
http://www.trophade.com
(the "Site"),
the mobile application Trophade
(the "App"), as well as any other related products
and services that refer or link to these legal terms (the
"Legal Terms")
(collectively, the "Services").
Employee benefits are ripe for evolution. In today's AI-driven era of
workforce reduction,
employees increasingly expect personalized, integrated, and superior benefits.
1 Employers face
a challenge: they want to meet diverse employee needs, but no single solution fits all
without
incurring excessive administrative costs. Our firsthand experiences across various jobs
highlight
this issue. Some of our coworkers seemingly needed better medication support, others
therapy,
some better fitness, or student-specific discounts. The crux is that employers lack a
feasible way
to support these varied needs, resulting in employee dissatisfaction, decreased
productivity, and
wasted spending on underutilized benefits.
Current benefit solutions fail to provide a "one-size fits all" approach, leading to
underutilization, employee confusion, and sometimes even employer reluctance to offer
improved benefits due to high implementation friction. This status quo is becoming
increasingly
unacceptable across industries.
You can contact us by
phone at (435) 999-5172, email at [email protected]
, or by
mail to 1385 Madera Hills Drive
, Bountiful
, UT
84010
,
United States
.
These Legal Terms constitute a legally binding agreement
made between you, whether personally or on behalf of an entity ("you"), and Trophade,
Inc., concerning your access to and use of the Services. You agree that by
accessing the Services, you have read, understood, and agreed to be bound by all of
these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE
EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We will provide you with prior notice of any scheduled
changes to the Services you are using. The modified Legal Terms will become effective
upon posting or notifying you by [email protected],
as stated in the email message. By continuing to use the Services after the effective
date of any changes, you agree to be bound by the modified terms.
The
Services are intended for users who are at least 18 years old.
Persons under the age
of 18 are not permitted to use or register for the Services.
We recommend that you
print a copy of these Legal Terms for your records.
TABLE OF
CONTENTS
1. OUR SERVICES
The information provided when using the Services is not
intended for distribution to or use by any person or entity in any jurisdiction or
country where such distribution or use would be contrary to law or regulation or which
would subject us to any registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Services from other locations do so
on their own initiative and are solely responsible for compliance with local laws, if
and to the extent local laws are applicable.
The Services are not tailored to comply with industry-specific
regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal
Information Security Management Act (FISMA), etc.), so if your interactions would be
subjected to such laws, you may not use the Services. You may not use the Services in a
way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual
property
We are the owner or the licensee of all intellectual
property rights in our Services, including all source code, databases, functionality,
software, website designs, audio, video, text, photographs, and graphics in the Services
(collectively, the "Content"), as well as the trademarks, service
marks, and logos contained therein (the "Marks").
Our Content and Marks are protected by copyright and
trademark laws (and various
other intellectual property rights and unfair competition laws) and treaties in the
United
States and around the world.
The Content and Marks are provided in or through the
Services "AS IS" for your
personal, non-commercial use or internal business purpose only.
Your use of our
Services
Subject to your compliance with these Legal Terms, including
the "
PROHIBITED
ACTIVITIES
"
section below, we grant you a non-exclusive, non-transferable, revocable license
to:
- access the Services; and
- download or print a copy of any portion of the Content
to which you have properly gained access.
solely for your
personal, non-commercial use or internal business purpose.
Except as set out in this section or elsewhere in our
Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
permission.
If you wish to make any use of the Services, Content, or
Marks other than as set out in this section or elsewhere in our Legal Terms, please
address your request to: [email protected]. If we ever
grant you the permission to post, reproduce, or publicly display any part of our
Services or Content, you must identify us as the owners or licensors of the Services,
Content, or Marks and ensure that any copyright or proprietary notice appears or is
visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in
and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will
constitute a material breach of our Legal Terms and your right to use our Services will
terminate immediately.
Your submissions
Please review this section and the "PROHIBITED ACTIVITIES
"
section carefully prior to using our Services to understand the (a) rights you give us
and (b) obligations you have when you post or upload any content through the Services.
Submissions: By directly sending us any
question, comment, suggestion, idea, feedback, or other information about the Services (
"Submissions"
), you agree to assign to us all intellectual property rights in such Submission.
You agree that we shall own this Submission and be entitled to its unrestricted use and
dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you.
You are responsible for what you post or
upload: By sending us Submissions
through any part of the Services you:
- confirm that you have read and agree with our "
PROHIBITED
ACTIVITIES
"
and will not post, send, publish, upload, or transmit through the
Services any Submission that is illegal,
harassing, hateful, harmful, defamatory, obscene, bullying, abusive,
discriminatory, threatening to any person or group, sexually explicit, false,
inaccurate, deceitful, or misleading;
- to the extent permissible by applicable law, waive any
and all moral rights to any such Submission
;
- warrant that any such Submission are original to you or that you have the
necessary rights and licenses to submit such Submissions and that you have full authority to grant
us the above-mentioned rights in relation to your Submissions; and
- warrant and represent that your Submissions do not constitute confidential
information.
You are solely
responsible for your Submissions and you expressly agree to
reimburse us for any and all losses that we may suffer because of your breach of (a) this
section, (b) any third party’s intellectual property rights, or (c) applicable law.
By using the Services, you represent and warrant
that:
(1) all
registration information you submit
will be true, accurate, current, and complete; (2) you will
maintain the accuracy of such information and promptly update
such registration information as necessary;
(3) you have the legal capacity and you
agree to comply with these Legal Terms;
(4) you are not a
minor in the jurisdiction in which you reside
; (5) you will not access the
Services through automated or non-human means, whether through a bot, script or
otherwise; (6) you will not use the Services
for any illegal or unauthorized purpose; and (7) your use of the Services will
not violate any applicable law or regulation.
If
you provide any information that is untrue, inaccurate, not current, or
incomplete, we have the right to suspend or terminate your account and
refuse any and all current or future use of the Services (or any portion
thereof).
You
may be required to register to use the Services. You
agree to keep your password confidential and will be
responsible for all use of your account and password. We
reserve the right to remove, reclaim, or change a
username you select if we determine, in our sole
discretion, that such username is inappropriate,
obscene, or otherwise objectionable.
We accept the following forms of payment:
- Visa
- Mastercard
- American Express
- Discover
- PayPal
You agree to provide current, complete, and accurate
purchase and account information for all purchases made via the Services. You further
agree to promptly update account and payment information, including email address,
payment method, and payment card expiration date, so that we can complete your
transactions and contact you as needed. Sales tax will be added to the price of
purchases as deemed required by us. We may change prices at any time. All payments shall
be in
US dollars.
You agree to pay all charges at the prices then in
effect for your purchases and any applicable shipping fees, and you authorize
us to charge your chosen payment provider for any such amounts upon placing your
order. We reserve the right to correct any errors or mistakes in pricing, even if we
have already requested or received payment.
We reserve the right to refuse any order placed through
the Services. We may, in our sole discretion, limit or cancel quantities purchased per
person, per household, or per order. These restrictions may include orders placed by or
under the same customer account, the same payment method, and/or orders that use the
same billing or shipping address. We reserve the right to limit or prohibit orders that,
in our sole judgment, appear to be placed by dealers,
resellers, or distributors.
6. SUBSCRIPTIONS
Billing and Renewal
Your subscription will continue and automatically
renew unless canceled. You consent to our charging your
payment method on a recurring basis without requiring your prior approval for each
recurring charge, until such time as you cancel the applicable order. The length of your billing cycle is monthly.
Cancellation
You can cancel your subscription at any time by logging into
your account.
Your cancellation will take effect at the end
of the current paid term. If you have any questions or are unsatisfied with our Services, please
email us at
[email protected].
Fee Changes
We may, from time to time, make
changes to the subscription fee and will communicate any price changes to you in
accordance with applicable law.
7.
POLICY
All sales are final and no refund will be issued.
You may
not access or use the Services for any purpose other than that for which we make
the Services available. The Services may not be used in connection with any
commercial endeavors except those that are
specifically endorsed or approved by us.
As
a user of the Services, you agree not to:
- Systematically
retrieve data or other content from the Services
to create or compile, directly or indirectly, a
collection, compilation, database, or directory
without written permission from
us.
- Trick,
defraud, or mislead us
and other users,
especially in any
attempt to learn
sensitive account
information such as user
passwords.
- Circumvent,
disable, or otherwise
interfere with
security-related
features of the
Services, including
features that prevent or
restrict the use or
copying of any Content
or enforce limitations
on the use of the
Services and/or the
Content contained
therein.
- Disparage,
tarnish, or otherwise
harm, in our opinion, us
and/or the
Services.
- Use
any information obtained
from the Services in
order to harass, abuse,
or harm another
person.
- Make
improper use of our
support services or
submit false reports of
abuse or
misconduct.
- Use
the Services in a manner
inconsistent with any
applicable laws or
regulations.
- Engage
in
unauthorized
framing of or
linking to the
Services.
- Upload
or transmit (or attempt
to upload or to
transmit) viruses,
Trojan horses, or other
material, including
excessive use of capital
letters and spamming
(continuous posting of
repetitive text), that
interferes with any
party’s uninterrupted
use and enjoyment of the
Services or modifies,
impairs, disrupts,
alters, or interferes
with the use, features,
functions, operation, or
maintenance of the
Services.
- Engage
in any automated use of
the system, such as
using scripts to send
comments or messages, or
using any data mining,
robots, or similar data
gathering and extraction
tools.
- Delete
the copyright or other
proprietary rights
notice from any
Content.
- Attempt
to impersonate another
user or person or use
the username of another
user.
- Upload
or transmit (or attempt
to upload or to
transmit) any material
that acts as a passive
or active information
collection or
transmission mechanism,
including without
limitation, clear
graphics interchange
formats (
"gifs"
), 1×1 pixels, web
bugs, cookies, or other
similar devices
(sometimes referred to
as
"spyware" or
"passive collection
mechanisms" or "pcms"
).
- Interfere
with, disrupt, or create
an undue burden on the
Services or the networks
or services connected to
the
Services.
- Harass,
annoy, intimidate, or
threaten any of our
employees or agents
engaged in providing any
portion of the Services
to
you.
- Attempt
to bypass any measures
of the Services designed
to prevent or restrict
access to the Services,
or any portion of the
Services.
- Copy
or adapt the Services'
software, including but
not limited to Flash,
PHP, HTML, JavaScript,
or other
code.
- Except
as permitted by
applicable law,
decipher, decompile,
disassemble, or reverse
engineer any of the
software comprising or
in any way making up a
part of the
Services.
- Except
as may be the result of
standard search engine
or Internet browser
usage, use, launch,
develop, or distribute
any automated system,
including without
limitation, any spider,
robot, cheat utility,
scraper, or offline
reader that accesses the
Services, or use or
launch any
unauthorized
script or other
software.
- Use
a buying agent or
purchasing agent to make
purchases on the
Services.
- Make
any
unauthorized
use of the
Services, including
collecting usernames
and/or email addresses
of users by electronic
or other means for the
purpose of sending
unsolicited email, or
creating user accounts
by automated means or
under false
pretenses
.
- Use
the Services as part of
any effort to compete
with us or otherwise use
the Services and/or the
Content for any
revenue-generating
endeavor
or commercial
enterprise.
-
Use the Services to advertise or
offer to sell goods and services.
-
Sell or otherwise transfer your
profile.
9. USER
GENERATED
CONTRIBUTIONS
The
Services does
not offer users
to submit or
post content.
We may
provide you with
the opportunity
to create,
submit, post,
display,
transmit,
perform,
publish,
distribute, or
broadcast
content and
materials to us
or on the
Services,
including but
not limited to
text, writings,
video, audio,
photographs,
graphics,
comments,
suggestions, or
personal
information or
other material
(collectively,
"Contributions"
).
Contributions
may be viewable
by other users
of the Services
and through
third-party
websites.
When you
create or make
available any
Contributions,
you thereby
represent and
warrant
that:
- The creation,
distribution, transmission, public display, or
performance, and the accessing, downloading, or
copying of your Contributions do not and will
not infringe the proprietary rights, including
but not limited to the copyright, patent,
trademark, trade secret, or moral rights of any
third party.
- You are the
creator and owner of or have the necessary licenses
,
rights, consents, releases, and permissions to
use and to
authorize
us, the Services, and other users of the
Services to use your Contributions in any manner
contemplated by the Services and these Legal
Terms.
- You have the
written consent, release, and/or permission of
each and every identifiable individual person in
your Contributions to use the name or likeness
of each and every such identifiable individual
person to enable inclusion and use of your
Contributions in any manner contemplated by the
Services and these Legal
Terms.
- Your Contributions
are not false, inaccurate, or
misleading.
- Your Contributions
are not unsolicited or
unauthorized
advertising, promotional materials,
pyramid schemes, chain letters, spam, mass
mailings, or other forms of
solicitation.
- Your Contributions
are not obscene, lewd, lascivious, filthy,
violent, harassing, libelous
,
slanderous, or otherwise objectionable (as
determined by us).
- Your Contributions
do not ridicule, mock, disparage, intimidate, or
abuse anyone.
- Your Contributions
are not used to harass or threaten (in the legal
sense of those terms) any other person and to
promote violence against a specific person or
class of people.
- Your Contributions
do not violate any applicable law, regulation,
or rule.
- Your Contributions
do not violate the privacy or publicity rights
of any third party.
- Your Contributions
do not violate any applicable law concerning
child pornography, or otherwise intended to
protect the health or well-being of
minors.
- Your Contributions
do not include any offensive comments that are
connected to race, national origin, gender,
sexual preference, or physical
handicap.
- Your Contributions
do not otherwise violate, or link to material
that violates, any provision of these Legal
Terms, or any applicable law or
regulation.
Any
use of the Services in violation of the foregoing
violates these Legal Terms and may result in, among
other things, termination or suspension of your rights
to use the Services.
You and
Services agree that we may access, store, process, and use any information and
personal data that you provide and your
choices (including settings).
By submitting
suggestions or other feedback regarding the Services, you agree that we can use and
share such feedback for any purpose without compensation to you.
We do not
assert any ownership over your Contributions. You retain full ownership of all of your
Contributions and any intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Services. You
are solely responsible for your Contributions to the Services and you expressly agree to
exonerate us from any and all responsibility and to refrain from any legal action
against us regarding your Contributions.
11. GUIDELINES
FOR REVIEWS
We may provide
you areas on the Services to leave reviews or ratings. When posting a review, you must
comply with the following criteria: (1) you should have firsthand experience with the
person/entity being reviewed; (2) your reviews should not contain offensive profanity,
or abusive, racist, offensive, or hateful language; (3) your reviews should not contain
discriminatory references based on religion, race, gender, national origin, age, marital
status, sexual orientation, or disability; (4) your reviews should not contain
references to illegal activity; (5) you should not be affiliated with competitors if
posting negative reviews; (6) you should not make any conclusions as to the legality of
conduct; (7) you may not post any false or misleading statements; and (8) you may not
organize
a campaign encouraging others to post reviews, whether positive or
negative.
We may
accept, reject, or remove reviews in our sole discretion. We have absolutely no
obligation to screen reviews or to delete reviews, even if anyone considers
reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not
necessarily represent our opinions or the views of any of our affiliates or
partners. We do not assume liability for any review or for any claims,
liabilities, or losses resulting from any review. By posting a review, you
hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully
paid, assignable, and sublicensable right and
license to reproduce,
modify, translate, transmit by any means, display, perform, and/or distribute
all content relating to review.
12. MOBILE
APPLICATION LICENSE
Use License
If you access
the Services via the App, then we grant you a revocable, non-exclusive,
non-transferable, limited right to install and use the App on wireless electronic
devices owned or controlled by you, and to access and use the App on such devices
strictly in accordance with the terms and conditions of this mobile application license
contained in these Legal Terms. You shall not: (1) except as permitted by
applicable law, decompile, reverse engineer, disassemble, attempt to derive the source
code of, or decrypt the App; (2) make any modification, adaptation, improvement,
enhancement, translation, or derivative work from the App; (3) violate any applicable
laws, rules, or regulations in connection with your access or use of the App; (4)
remove, alter, or obscure any proprietary notice (including any notice of copyright or
trademark) posted by us or the licensors of the App; (5) use the App for any
revenue-generating endeavor, commercial enterprise, or other
purpose for which it is not designed or intended; (6) make the App available over a
network or other environment permitting access or use by multiple devices or users at
the same time; (7) use the App for creating a product, service, or software that is,
directly or indirectly, competitive with or in any way a substitute for the App; (8) use
the App to send automated queries to any website or to send any unsolicited commercial
email; or (9) use any proprietary information or any of our interfaces or our other
intellectual property in the design, development, manufacture, licensing, or
distribution of any applications, accessories, or devices for use with the App.
Apple
and Android Devices
The following
terms apply when you use the App obtained from either the Apple Store or Google Play
(each an "App Distributor") to access the Services: (1) the license
granted to you for our App is limited to a non-transferable license
to use the application on a device that
utilizes the Apple iOS or Android
operating systems, as applicable, and in accordance with the usage rules set forth in
the applicable App Distributor’s terms of service; (2) we are responsible for providing
any maintenance and support services with respect to the App as specified in the terms
and conditions of this mobile application license contained in these Legal Terms or as
otherwise required under applicable law, and you acknowledge that each App Distributor
has no obligation whatsoever to furnish any maintenance and support services with
respect to the App; (3) in the event of any failure of the App to conform to any
applicable warranty, you may notify the applicable App Distributor, and the App
Distributor, in accordance with its terms and policies, may refund the purchase price,
if any, paid for the App, and to the maximum extent permitted by applicable law, the App
Distributor will have no other warranty obligation whatsoever with respect to the App;
(4) you represent and warrant that (i) you are not located in a country that is subject
to a US government embargo, or that has been designated by the US government as a "terrorist supporting" country and (ii) you are not listed on
any US government list of prohibited or restricted parties; (5) you must comply with
applicable third-party terms of agreement when using the App, e.g., if
you have a VoIP application, then you must not be in violation of their wireless data
service agreement when using the App; and (6) you acknowledge and agree that the App
Distributors are third-party beneficiaries of the terms and conditions in this mobile
application license contained in these Legal Terms, and
that each App Distributor will have the right (and will be deemed to have accepted the
right) to enforce the terms and conditions in this mobile application license
contained in these Legal Terms against you as a third-party beneficiary
thereof.
13. THIRD-PARTY
WEBSITES AND CONTENT
The Services may
contain (or you may be sent via the Site or App) links to other websites (
"Third-Party Websites") as well as articles,
photographs, text, graphics, pictures, designs, music, sound, video, information, applications,
software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated,
monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not
responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through,
or installed from the Services, including the content, accuracy, offensiveness, opinions,
reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or
permitting the use or installation of any Third-Party
Websites or any Third-Party Content does not imply
approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk,
and you should be aware these Legal Terms no longer govern. You should review the applicable
terms and policies, including privacy and data gathering practices, of any website to which you
navigate from the Services or relating to any applications you use or install from the Services.
Any purchases you make through Third-Party Websites
will be through other websites and from other companies, and we take no responsibility
whatsoever in relation to such purchases which are exclusively between you and the applicable
third party. You agree and acknowledge that we do not endorse the products or services offered
on Third-Party Websites and you shall hold us
blameless from any harm caused by your purchase of such products or services. Additionally, you
shall hold us blameless from any losses sustained by you or harm caused to you relating to or
resulting in any way from any Third-Party Content or
any contact with Third-Party Websites.
14. ADVERTISERS
We allow advertisers to
display their advertisements and other information in certain areas of the Services, such as
sidebar advertisements or banner advertisements. We simply provide the space to place such
advertisements, and we have no other relationship with advertisers.
15. SERVICES
MANAGEMENT
We reserve the right, but not the
obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal
action against anyone who, in our sole discretion, violates the law or these Legal Terms, including
without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and
without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent
technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion
and without limitation, notice, or liability, to remove from the Services or otherwise disable all files
and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise
manage the Services in a manner designed to protect our rights and property and to facilitate the proper
functioning of the Services.
16. PRIVACY
POLICY
We care about data
privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted
on the Services, which is incorporated into these Legal Terms. Please be advised the Services
are hosted in
the United States
. If you access the Services from any other region of the
world with laws or other requirements governing personal data collection, use, or disclosure
that differ from applicable laws in
the United States
, then through your continued use of the Services, you are
transferring your data to
the United States
, and you expressly consent to have your data transferred to
and processed in
the United States
.
17. TERM
AND TERMINATION
These Legal Terms shall
remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION
OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO
ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY
REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE
DISCRETION.
If we terminate or
suspend your account for any reason, you are prohibited from registering and creating a new
account under your name, a fake or borrowed name, or the name of any third party, even if you
may be acting on behalf of the third party. In addition to terminating or suspending your
account, we reserve the right to take appropriate legal action, including without limitation
pursuing civil, criminal, and injunctive redress.
18. MODIFICATIONS
AND INTERRUPTIONS
We reserve the right to
change, modify, or remove the contents of the Services at any time or for any reason at our sole
discretion without notice. However, we have no obligation to update any information on our
Services. We also reserve the right to modify or discontinue
all or part of the Services without notice at any time.
We will not be liable to you or any third party for any modification, price change,
suspension, or discontinuance of the Services.
We cannot guarantee the
Services will be available at all times. We may experience hardware, software, or other problems
or need to perform maintenance related to the Services, resulting in interruptions, delays, or
errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise
modify the Services at any time or for any reason without notice to you. You agree that we have
no liability whatsoever for any loss, damage, or inconvenience caused by your inability to
access or use the Services during any downtime or discontinuance of the Services. Nothing in
these Legal Terms will be construed to obligate us to maintain and support the Services or to
supply any corrections, updates, or releases in connection therewith.
19. GOVERNING
LAW
These Legal Terms and
your use of the Services are governed by and construed in accordance with the laws of
the State of Utah
applicable to agreements made and to be entirely performed within
the State of Utah
, without regard to its
conflict of law principles.
20. DISPUTE
RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute,
controversy, or claim related to these Legal Terms (each a
"Dispute" and collectively, the "Disputes")
brought by either you or us (individually, a "Party" and
collectively, the "Parties"), the Parties agree to
first attempt to negotiate any Dispute (except those Disputes expressly provided below)
informally for at least thirty (30) days before initiating
arbitration. Such informal negotiations commence upon written notice from one Party to the other
Party.
Binding
Arbitration
If the Parties are unable to resolve a Dispute through informal
negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and
exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU
WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the
American Arbitration Association ("AAA") and, where appropriate, the AAA’s
Supplementary Procedures for Consumer Related Disputes ("AAA
Consumer Rules"), both of which are available at
the American Arbitration Association (AAA) website. Your
arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer
Rules and, where appropriate, limited by the AAA Consumer Rules.
The arbitration may be conducted in person, through the submission of documents, by phone, or
online. The arbitrator will make a decision in writing, but need not provide a statement of
reasons unless requested by either Party. The arbitrator must follow applicable law, and any
award may be challenged if the arbitrator fails to do so. Except where otherwise required by the
applicable AAA rules or
applicable law, the arbitration will take place in
Cache County,
Utah
. Except as otherwise provided herein, the Parties
may litigate in court to compel arbitration, stay proceedings pending arbitration, or to
confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration,
the Dispute shall be commenced or prosecuted in the
state and
federal courts
located in
Cache County,
Utah
,
and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum
non conveniens with respect to venue and jurisdiction in such
state and federal courts. Application of the
United Nations Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.
In no event shall any Dispute brought by either Party related
in any way to the Services be commenced more than one (1) years
after the cause of action arose. If this provision
is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute
falling within that portion of this provision found to be illegal or unenforceable and such
Dispute shall be decided by a court of competent jurisdiction within the courts listed for
jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties
agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full
extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no
right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action
procedures; and (c) there is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the
above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to
enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
(b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;
and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then
neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to
be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction
within the courts listed for jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.
21. CORRECTIONS
There may be
information on the Services that contains typographical errors, inaccuracies, or omissions, including
descriptions, pricing, availability, and various other information. We reserve the right to correct any
errors, inaccuracies, or omissions and to change or update the information on the Services at any time,
without prior notice.
22.
DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE
BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT
PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE
SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES
OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF
ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR
RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND
USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR
ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY,
AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY
KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE
AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR
ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY
HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER
ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR
BEST JUDGMENT
AND EXERCISE CAUTION WHERE APPROPRIATE.
23. LIMITATIONS
OF LIABILITY
IN NO EVENT WILL WE
OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR
USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND
REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE
LIMITED TO
THE
AMOUNT PAID, IF ANY, BY YOU TO US
DURING
THE
six
(6)
mONTH
PERIOD
PRIOR TO
ANY
CAUSE OF
ACTION
ARISING
.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW
LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE
LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND
YOU MAY HAVE ADDITIONAL RIGHTS.
24. INDEMNIFICATION
You agree to
defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and
employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of:
(1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and
warranties set forth in these Legal Terms; (4) your violation of the rights of a third
party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other
user of the Services with whom you connected via the Services. Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the exclusive defense
and control of any matter for which you are required to indemnify us, and you
agree to cooperate, at your expense, with our defense
of such claims. We will use reasonable
efforts to notify you of any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.
25. USER
DATA
We will maintain
certain data that you transmit to the Services for the purpose of managing the
performance of the Services, as well as data relating to your use of the Services. Although we
perform regular routine backups
of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Services. You agree
that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
26. ELECTRONIC
COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing
online forms constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures, and other
communications we provide to you electronically, via email and on the Services, satisfy any
legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF
ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances,
or other laws in any jurisdiction which require an original signature or delivery or retention
of non-electronic records, or to payments or the granting of credits by any means other than
electronic means.
27. SMS TEXT MESSAGING
Opting Out
If at any time you wish to
stop receiving SMS messages from us, simply reply to the text with "STOP.” You may
receive an SMS message confirming your opt out.
Message and Data Rates
Please be aware that message and data rates may apply to any SMS
messages sent or received. The rates are determined by your carrier and the specifics of your
mobile plan.
Support
If you have any questions or need assistance regarding our SMS
communications, please email us at [email protected]
or call at (435) 999-5172
.
28. CALIFORNIA
USERS AND RESIDENTS
If any complaint
with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
29. MISCELLANEOUS
These Legal Terms and any policies or operating rules
posted by us on the Services or in respect to the Services constitute the entire agreement and
understanding between you and us. Our failure to exercise or enforce any right or provision of
these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms
operate to the fullest extent permissible by law. We may assign any or all of our rights and
obligations to others at any time. We shall not be responsible or liable for any loss, damage,
delay, or failure to act caused by any cause beyond our reasonable control. If any provision or
part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable,
that provision or part of the provision is deemed severable from these Legal Terms and does not
affect the validity and enforceability of any remaining provisions. There is no joint venture,
partnership, employment or agency relationship created between you and us as a result of these
Legal Terms or use of the Services. You agree that these Legal Terms will not be construed
against us by virtue of having drafted them. You hereby waive any and all defenses you
may have based on the electronic form of these Legal Terms and the lack of signing by the
parties hereto to execute these Legal Terms.
30. CONTACT
US
In order to resolve a complaint regarding the Services
or to receive further information regarding use of the Services, please contact us at:
Trophade, Inc.
1385 Madera Hills Drive
Bountiful
, UT
84010
United States
Phone: (435) 999-5172