TERMS OF SERVICE
Last Updated: 07.20.2021
These Terms of Service, together with the documents referenced herein (collectively, the “Terms”), apply to the software application named “DivvyBoard” provided via an online interface and a mobile application (collectively, the “Service“). By accessing the Service, you agree that these Terms form a binding agreement between you and DivvyWorx, Inc. (“DivvyWorx“, “us”, “we”, or “our”).
a. System Requirements. Use of the Service requires one or more compatible devices, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to access and use the Service may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
b. Mobile Application Download. The Service is compatible for iPhone and Android, and can be downloaded from the iTunes App Store or the Google Play Store.
c. Eligibility Requirements. The Service is offered and available to users who are 16 years of age or older, and reside in the United States or any of its territories or possessions. By using the Service, you represent and warrant that you are of legal age to form a binding contract with DivvyWorx and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service.
d. Modification or Discontinuation of the Service. We may add, modify or discontinue any feature, functionality or any other tool, within the Service, at our own discretion and without further notice, however, if we make any change in the core functionality of the Service that, in our sole discretion, is materially adverse, then we will notify you by posting an announcement via the Service or by sending you an email.
e. Future Features and Functionality. You hereby acknowledge that your access and use of the Service is not contingent on the delivery by us of any future release of any functionality or feature. The Service may update automatically when a new version is available.
2. Account Registration and Security.
3. Paid Account.
a. Free Trial. We may provide the Service on a trial basis, free of change to you for a period of thirty (30) days (“Free Trial”). The Free Trial will commence of the first day you register with the Service and continue until the earlier of (a) expiration of the Free Trial, (b) the start date of any subscription to the Service purchased by you (“Subscription”), or (c) termination of the Free Trial by DivvyWorx for any reason in our sole discretion.
b. Subscription Term. Upon expiration of the Free Trial or at any time during the Free Trial, you may purchase a Subscription using an online order form (“Order Form”). The Service is provided on a subscription basis for a term set forth in the Order Form (“Subscription Term”). Each Subscription Term will renew automatically for an additional Subscription Term equal in length to the original Subscription Term unless notice of non-renewal is given at least seven (7) days prior to the expiration of the then current Subscription Term.
c. Authorized Users. You may purchase a Subscription on behalf of individual users who are authorized by you to use the Service (“Authorized Users”). The Order Form will set forth the number of Authorized Users. In no event shall the number of Authorized Users exceed the number set forth in the Order Form. In some instances, Authorized Users will have limited access to some features and functionalities of the Service, including, for example, view-only access to portions of the Service. You shall ensure all Authorized Users understand and agree to these Terms. You shall be responsible and liable for all actions and failures to take required actions with respect to the Service by your Authorized Users, whether such access or use is permitted by or in violation of these Terms.
d. Cancellation. You may cancel your Subscription at any time, provided that you remain responsible for any outstanding fees for the entire, then current Subscription Term. All fees are nonrefundable. Your Subscription can be cancelled directly by emailing email@example.com.
e. Fees, Billing and Payment. The Order Form will set forth the applicable fees for the Subscription Term, including, if applicable, the fees for the number of Authorized Users. You are responsible for providing complete and accurate billing information to DivvyWorx. We may change the fees and charges in effect or add new fees and charges from time to time. If you purchase a Subscription to the Service via credit card or other electronic payment means, you authorize DivvyWorx to automatically charge such fees using your selected payment method each month during each Subscription Term. Payment obligations are non-cancelable and fees paid are non-refundable. Where you designate use of a third-party payment processor network, you will be responsible for payment of all associated fees and charges. You are responsible for all sales, use, value added or other taxes of any kind other than taxes based on DivvyWorx’s net income. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. DivvyWorx reserves the right to suspend your account and your Authorized Users’ accounts, in addition to all other available rights and remedies, if you fail to pay any outstanding fees.
4. Free Account.
In some instances, you may receive the Service free of charge. In such instance, you may not have access or may have limited access to certain features and functionalities of the Service as compared to users having a Subscription, including, for example, view-only access to portions of the Service.
5. Intellectual Property Rights.
a. Our Intellectual Property. The Service and its entire contents, features, and functionality, including service marks, any and all related technology and any modifications, enhancements or derivative works thereof (collectively, “DivvyWorx Materials”) are the property of DivvyWorx, its licensors, or other providers of such material, and may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You agree to notify DivvyWorx immediately upon becoming aware of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. As between you and DivvyWorx, DivvyWorx retains all right, title and interest, including all intellectual property rights, in and to the DivvyWorx Materials.
b. Your Access Rights. Subject to your compliance with these Terms, we grant you and, if applicable, your Authorized Users, a limited, non-exclusive, non-sublicensable, non-transferable, right to access and use the Service solely for your internal business purposes during the applicable Subscription Term or Free-Trial, subject to any limitation set forth in your applicable Order Form. No right, title, or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by DivvyWorx.
c. Use Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service, or any part thereof; (v) take any action that imposes or may impose (at DivvyWorx’s sole discretion) an unreasonable or disproportionately large load on the DivvyWorx’s infrastructure or infrastructure which supports the Service; (vi) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (vii) remove, deface, obscure, or alter DivvyWorx’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service without DivvyWorx’s prior written approval; (viii) use the Service for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party to do any of the foregoing. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Service in breach of the Terms, your right to use the Service will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.
d. Additional Prohibited Uses. You agree not to use the Service: (i) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (ii) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (iii) to impersonate or attempt to impersonate DivvyWorx, an DivvyWorx employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); (iv) to send, knowingly receive, upload, download, use or re-use any material that does not comply with these Terms, or (v) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm DivvyWorx or users of the Service, or expose them to liability.
6. User Data.
a. User Data. User Data is any data, file attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you or any Authorized User and is processed by us on your behalf (the “User Data”). You own all right, title, and interest in and to the User Data, including all related intellectual property rights. You grant DivvyWorx and its authorized third party service providers a worldwide, royalty-free, non-exclusive license to host, copy, access, process, transmit, and display User Data: (a) to maintain, provide, and improve the Service and perform under these Terms; (b) to prevent or address technical or security issues and resolve support requests; (c) to investigate in good faith an allegation that a user or User Data is in violation of these Terms; (d) to comply with a valid legal subpoena, request, or other lawful process, or (e) at your direction or request or as permitted in writing by you.
b. De-Identified Data. By submitting User Data, You further grant to DivvyWorx a nonexclusive, worldwide, paid-up, royalty-free, perpetual and irrevocable right and license to de-identify all User Data and create derivative works of the de-identified data set and to use, copy, process, analyze, execute, reproduce, display, perform, transfer, distribute, and sublicense the data set and such derivative works in any technology now existing or later developed. Subject to the your sole continuing ownership of the User Data, DivvyWorx shall own all such de-identified data sets, and all products, solutions and services that it creates using the data sets, and all of the intellectual property rights embodied in and related to the data sets and such products, solutions and services.
c. User Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any User Data that you submit, post or display on or through the Service; and (ii) the User Data you submit, your use of such User Data, and our use of such User Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation; (c) violate any of your or third party’s policies and terms governing the User Data. We assume no responsibility or liability for User Data, and you shall be solely responsible for User Data and the consequences of using, disclosing, storing, or transmitting it.
d. Sensitive/Personal Information. You agree that you shall not use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and any similar data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and real time geo-location data which can identify an individual, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).
e. Feedback. The Service may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, surveys, ratings of Authorized Users, feedback related to Authorized Users, and other interactive features (collectively, “Interactive Services”) that allow you to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “Feedback”) on or through the Service. Any Feedback you post to the site will be considered non-confidential and non-proprietary. By providing any Feedback on the Service, you grant us and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that you own or control all rights in and to Feedback and have the right to grant the license granted above to us and our respective licensees, successors, and assigns.
7. Copyright Infringement.
If you believe any content posted via the Service or any Feedback violates your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of DivvyWorx to terminate user accounts of repeat infringers.
8. Reliance on Information Posted.
The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any Authorized User of the Service, or by anyone who may be informed of any of its contents.
9. Third-Party Products and Services.
a. The Service may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by DivvyWorx, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of DivvyWorx. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
b. You may install or enable third party services for use with the Service, such as online applications or offline software products (“Third-Party Services”). Any use by you of such Third-Party Services is solely the responsibility of you and the third-party provider. You acknowledge that such third party providers may have access to User Data in connection with the interoperation and support of such Third Party Services with the Service. To the extent you authorize the access or transmission of User Data through a Third-Party Service, DivvyWorx shall not responsible for any use, disclosure, modification, or deletion of such User Data or for any act or omission on the part of the third party provider or its service.
10. Term and Termination.
These Terms commence on the Effective Date and shall remain in effect until all Subscriptions to the Service granted in accordance with these Terms have expired or been terminated. Either party may terminate these Terms if the other party: (a) is in material breach of these Terms and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching party, except that termination will take effect on notice in the event of a breach of Section 5(c) (“Use Restrictions”) or 5(d) (“Additional Prohibitions”); or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. Upon expiration or termination of these Terms for any reason, all Subscriptions and any other rights granted to you under these Terms shall immediately terminate, and DivvyWorx may immediately deactivate your account and your Authorized Users’ accounts associated with these Terms. In no event will any termination relieve you of the obligation to pay any fees accrued or payable to DivvyWorx. The following sections shall survive expiration or termination of these Terms: 3(e) (“Fees, Billing, and Payment”), 5 (“Intellectual Property Rights”), 10 (“Term and Termination”), 14 (“Confidentiality”), 15 (“Disclaimer of Warranties”), 16 (“Indemnification”), 17 (“Limitation on Liability”), and 18 (“Miscellaneous”).
11. Information About You and Your Use of the Service.
12. Linking to Social Media Features.
a. You may link to our Service, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
b. The Service may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain content on the Service; (ii) send emails or other communications with certain content or links to certain content via the Service; (ii) cause limited portions of content on the Service to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by you; (ii) cause the Service or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking; (iii) link to any part of the Service other than the home page; (iv) otherwise take any action with respect to the materials on the Service that is inconsistent with any other provision of these Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
13. Links from Websites.
If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
a. Definition of Confidential Information. During the course of performance under these Terms, each party may make available to the other party information that is not generally known to the public and at the time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (“Confidential Information”). Confidential Information specifically includes, but is not limited to, the Service, any Order Form(s) entered into by the parties, User Data, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.
b. Protection of Confidential Information. Except as otherwise expressly permitted under these Terms, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, Affiliates, consultants, subcontractors, agents, or advisors who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in these Terms. Either party may disclose the terms of these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.
15. Disclaimer of Warranties.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICE, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SERVICE AND ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER DIVVYWORX NOR ANY PERSON ASSOCIATED WITH DIVVYWORX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER DIVVYWORX NOR ANYONE ASSOCIATED WITH DIVVYWORX REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, DIVVYWORX HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless DivvyWorx, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, your User Data, Feedback, any use of the Service’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Service.
17. Limitation on Liability.
a. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE DIVVYWORX AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICE IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
b. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
c. Export Compliance. The Service may be subject to export laws and regulations of the United States and other jurisdictions. You represent that neither you nor any of your Authorized Users are named on any U.S. government denied-party list. You shall not permit any Authorized User to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. You and your Authorized Users shall not use the Service to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with these Terms without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business.
d. Geographic Restrictions. The owner of the Service is based in the State of Georgia in the United States. We provide the Service for use only by persons located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
a. Governing Law and Jurisdiction. All matters relating to the Service and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, the Service or these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia, in each case located in the City of Atlanta and County of Fulton. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
b. Arbitration. At our sole discretion, we may require you to submit any disputes arising from these Terms or use of the Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Georgia law.
c. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
d. Notice. DivvyWorx may give general notices related to the Service that are applicable to all users by email, text, in-app notifications, or by posting them on the DivvyWorx website or through the Service and such electronic notices shall be deemed to satisfy any legal requirement that such notices be made in writing. Notices to DivvyWorx must be sent to 1375 Oakley Industrial Blvd. Fairburn, GA 30213 or firstname.lastname@example.org.
e. Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under these Terms. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to these Terms. Without limiting the foregoing, your Authorized Users are not third-party beneficiaries to your rights under these Terms.
f. Force Majeure. DivvyWorx shall not be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond DivvyWorx’s reasonable control, including, without limitation, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures of third-party hosting services, and denial of service attacks (each, a “Force Majeure Event”). DivvyWorx shall be relieved from its obligations as long as the Force Majeure Event lasts and hinders the performance of said obligations. DivvyWorx shall promptly notify you and make reasonable efforts to mitigate the effects of the Force Majeure Event.
g. Modifications. DivvyWorx may revise these Terms from time to time by posting the modified version on its website or via the Service. If, in DivvyWorx’s sole discretion, the modifications proposed are material, DivvyWorx shall provide you with notice in accordance with these Terms, at least fifteen (15) days prior to the effective date of the modification being made. By continuing to access or use the Service after the posted effective date of the modifications to these Terms, you to be bound by the revised version of these Terms.
h. Waiver and Severability. No waiver by DivvyWorx of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of DivvyWorx to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
j. Your Comments and Concerns. The Service is operated by DivvyWorx, 1375 Oakley Industrial Blvd. Fairburn, GA 30213. All other feedback, comments, requests for technical support, and other communications relating to the Service should be directed to: email@example.com.