Terms and Conditions

Last updated: May 29, 2018.

 This Convertly Terms of Service (this "Agreement") is agreed to between Convertly [Inc.] ("Convertly") and you, or, if you represent an entity or other organization, that entity or organization (in either case "You"). Convertly offers an online platform to allow people to create their own websites (the “Platform”), which may be accessed through the website located at [www.convertly.com], or any other website operated by Convertly (the "Site"), or using mobile and online applications provided by and on behalf of Convertly (each, an “Application,” and each Site and Application treated as a part of the Platform for purposes of this Agreement).  

The Platform provides end users (“Users”) the ability to create and publish a website (“User Website”), access Site information, data, and other content (“Content”), add to their User Website their own Content (“User Content”), and utilize services, design features, and editing functionality provided by Convertly (collectively, the “Services”)  

PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, CONVERTLY IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. 

This Agreement includes the terms and conditions below and the current privacy policy, located at [www.convertly/privacypolicy.com] (the “Privacy Policy”) relating to the Platform. You are responsible for compliance with this Agreement (including this policy). Unless You later enter into any other agreements with Convertly regarding the Platform, Content, or Services, this Agreement is the complete and exclusive agreement between You and Convertly regarding Your access to and use of the Platform, Content, and Services. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Convertly relating to Your use of the Platform, Content, or Services as a User of the Platform.  

1 - DEFINITIONS. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.

2 - TERM. This Agreement is entered into as of the earlier of the date You access or use the Site or the Platform, Content, or Services (the "Effective Date") and will continue until terminated as set forth herein.

3- MODIFICATIONS. Convertly reserves the right, at any time, to modify the Platform, Content, or Services, with or without notice to You, by making those modifications available on the Platform. Convertly also reserves the right, at any time, to modify the terms of this Agreement. Convertly will inform You of the presence of any changes to this Agreement by posting those changes on the Platform or by providing You with notice through the Platform. Any modifications will be effective immediately upon posting on the Platform or delivery of such notice through the Platform. You may terminate this Agreement as set forth below if You object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform, Content, or Services following such notice.

4 - ELIGIBILITY. The Platform, Content, and Services are intended for use by individuals 13 years of age and older. If You are a parent or guardian of a child under 13, then You may allow Your child to access the Platform, Content, or Services only under Your direct supervision. You will not allow Your child to access the Platform, Content, or Services other than under Your direct supervision and You will be solely responsible for all access to and use of the Platform, Content, or Services by Your child. If You are 13 or older but younger than 18, then You may access and use the Platform, Content, and Services only if Your parent or guardian accepts this Agreement on Your behalf. If You are a parent or guardian agreeing to this Agreement for the benefit of a child age 13 or older but under 18, then You agree You will be solely responsible for all access to and use of the Platform, Content, or Services. You represent that you are not a resident of (or will use the Platform, Content, or Services in) a country that the U.S. government has embargoed, nor are You named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations.

5 -ACCOUNTS.

5.1 - User Account. You are permitted to access certain Content and Services without establishing a user account on the Platform (a "User Account"), provided that You have agreed to this Agreement. However, access to certain Content and Services requires that You establish a User Account on the Platform. Approval of Your request to establish a User Account will be at the sole discretion of Convertly. Each User Account and the user identification and password for each User Account (the "User Account ID") is personal in nature. Each User Account is for Your personal use and each User Account ID may be used only by You alone. You will be solely and fully responsible if anyone other than Yourself accesses Your User Account or makes changes to Your User Website, whether or not specifically authorized by You. You are solely responsible for all use of the Platform, Content, and Services through Your User Account. You will ensure the security and confidentiality of Your User Account ID and will notify Convertly immediately if Your User Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your User Account or under Your User Account ID (whether lawful or unlawful) and any transactions completed through Your User Account or under Your User Account ID will be deemed to have been lawfully completed by You.  

5.2 - Account Registration. In connection with establishing a User Account, You will be asked to submit certain information about Yourself ("Registration Information"). You agree that: (a) all Registration Information You provide will be accurate, complete, and current; and (b) You will maintain and promptly update Your Registration Information to keep it accurate, complete, and current. You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that Convertly, in its sole discretion, deems offensive.

6 - YOUR USER WEBSITE AND YOUR CONTENT.  

6.1 - Use of Your User Website and Your Content. You may use the Platform, Content, or Services to create and publish a User Website (“Your User Website”). Convertly will consider You the owner of any User Website that is liked to Your User Account.  You are solely responsible for all data, information, designs, images, photographs, animations, videos, audio files, logos, illustrations, graphics, fonts, testimonials, text, artwork, and other content, including your User Account ID and Registration Information, that You contribute to Your User Website or generate through Your access and use of the Platform, Content, or Services (collectively, “Your Content”). You are solely responsible for Your User Website and Your Content. As between You and Convertly, You retain ownership of Your User Website and Your Content. However, subject to any limitations included in the Privacy Policy, You grant Convertly and its service providers a nonexclusive, royalty-free (unless otherwise agreed), perpetual, irrevocable, and fully sublicensable (including, without limitation, to Users and other third parties) right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display (“Use”) Your User Website and Your Content for purposes of providing the Services to You and for use in making enhancements and improvements to the Platform. In addition, You waive all moral rights in Your User Website or Your Content, or warrant that all moral rights applicable to such Your User Website or Your Content have been waived. You assume all risks associated with Use of Your User Website and Your Content, including any reliance on its accuracy, completeness, or usefulness by other Users, or any disclosure of Your User Website or Your Content that makes You or any third party personally identifiable. You hereby represent and warrant that Your User Website and Your Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that Your User Website or Your Content is in any way provided, sponsored, or endorsed by Convertly.  Because you alone are responsible for Your User Website and Your Content (and not Convertly), You may expose Yourself to liability if, for example, Your User Website or Your Content violates the Acceptable Use Policy. Convertly is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store, restore or back-up Your User Website or any of Your Content. You agree that You have all right, title, interest and consents to create Your User Website and contribute Your Content necessary to allow Convertly and its service providers to Use Your User Website and Your Content as set forth in the rights and licenses You grant to Convertly under this Agreement.  

6.2 - Acceptable Use Policy. The following sets forth Convertly’s “Acceptable Use Policy“: You represent and warrant that Your User Website does not, and none of Your Content or the Use of Your User Website or Your Content by Convertly: (a) violates this Agreement, including, without limitation, the Privacy Policy or any applicable laws, rules or regulations (“Laws“); (b) constitutes an infringement, misappropriation, or violation of all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, privacy rights, moral rights, sui generis rights in databases, and contract rights (“IPR“) or other rights of any third party; (c) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way; (d) is harmful to minors in any way; (e) would cause Convertly to violate any applicable Laws; (f) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (g) would cause You to violate any obligations or restrictions imposed by any third party. Convertly reserves the right (but has no obligation) to review Your User Website or Your Content, investigate, or take appropriate action against You in its sole discretion if You violate the Acceptable Use Policy or otherwise create liability for Convertly or any other person. Such acts may include removing or modifying Your User Website or Your Content, terminating Your User Account in accordance with Section 11 (Termination), or reporting You to law enforcement authorities. 

7. ACCESS.  

7.1 - To the Platform. Subject to Your compliance with this Agreement, Convertly will permit You to access and use the Platform, Content, and Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You agree to with Convertly before being given access to any specific aspects of the Platform. Any additional agreement is in addition to this Agreement and will govern Your use of the portions of the Platform to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.

7.2 - To Applications. Subject to Your compliance with this Agreement and any other terms and conditions accompanying each Application, Convertly will permit You to download and install Applications and operate those Applications solely for the purpose of using and accessing the Platform, Content, and Services as intended. You may install each Application only on computers, mobile devices, or smart phones owned or controlled by You and used only for Your own personal and non-commercial purposes in accordance with this Agreement and any applicable terms and conditions accompanying the Application or otherwise provided to You by Convertly. Except as expressly set forth in the previous sentence, You are granted no licenses or other rights in or to any Application. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any Application other than as expressly permitted in this Agreement or any other agreement You are required to agree to before being given access to any Application.

7.3 - To Other Users. The Platform may allow You to link, connect, or otherwise communicate with other Users through the Platform or Services. For example, the Services may provide You with the ability to chat or otherwise communicate with other Users. By linking, chatting, or communicating with other Users, You are agreeing to allow those Users to communicate directly with You through the Platform. You agree that You are solely responsible for all communications between You and any other User through the Platform or Services. Your extension or acceptance of a link, connection, or other communication with another User will serve as Your affirmative "opt in" to the disclosure of any of Your Content or other data or information (which may include Your personal information) that You provide to that other User.

7.4 - To Content. Unless otherwise noted on the Platform, all Content available through the Platform, including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned by Convertly, the Users providing User Content, or Convertly’s other third party providers. You represent and warrant that You will comply with the Privacy Policy as to all Content available through the Platform. All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content. Subject to Your compliance with this Agreement, You may access the Content solely for Your own personal and noncommercial purposes in connection with Your own use of the Platform and Services. Convertly has not verified the accuracy of, and will not be responsible for any errors or omissions in any Content. Each User is solely responsible for any and all of its User Content. Because Convertly does not control User Content, You acknowledge and agree that Convertly is not responsible for any User Content. Convertly makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and Convertly assumes no responsibility for any User Content. Your interactions and transactions with other Convertly Users are solely between You and such User. You agree that Convertly will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between You and any other User, Convertly is under no obligation to become involved. Without limiting the foregoing, Convertly will not be held liable to You or any other third party for any Content (including Your Content) under a Federal Law called the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, You are granted no licenses or other rights in or to any Content, or any IPR therein or related thereto. If You would like to use any Content in a manner not permitted by this Agreement, please contact Convertly.

7.5 - To Third-Party Services. The Platform may provide You with the choice to access certain Services developed, provided, or maintained by other third-party service providers ("Third Party Services"). In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a "Third Party Service Agreement"). The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement, but will not apply to any other Services You may access through Convertly. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. Among the various Third Party Services that Convertly utilizes, Convertly works with Braintree Payments to provide payment processing services to Users. By accessing or using the Platform, Content, or Services, You expressly grant Braintree Payments the right, power, and authority to access and transmit Your Content as reasonably necessary to provide the Services to You.  

8 - YOUR SERVICES. Except as otherwise expressly provided herein, You are solely responsible for any services You offer, provide, or make available through the Platform (collectively, “Your Services“). You agree that none of Your Services will: (a) violate this Agreement, including, without limitation, the Acceptable Use Policy and the Privacy Policy; or (b) violate any applicable Laws or cause Convertly or any other User to violate any applicable Laws.

9 - APP STORE. The Application may be obtained through a third party distribution platform (e.g., the Apple App Store or Google Play App Store) (the “App Store”) and is to be used solely on a mobile device owned or controlled by You that operates such third party’s operating system. This Agreement incorporates by reference the terms of the Addendum to this Agreement and any other terms available at the respective App Store from which You have obtained the Application. You agree that the this Agreement is between You and Convertly, and not with the App Store. The App Store is not responsible for the Application, maintenance and support services or any warranty thereof, or addressing any claims related thereto. You agree to pay all fees charged by the App Store in connection with the Application (if any). The Application may also be subject to additional terms and conditions and privacy policies, and Convertly is not a party to, nor responsible for those additional terms.

10 - SUBSCRIPTIONS AND PAYMENT.

10.1 - Pricing Page. The Platform, Content, and Services are available under a variety of subscription levels (each a “Subscription”) as described at [Hyperlink to Pricing Page](the “Pricing Page”). You may order a Subscription by following the directions on the Pricing Page. The Platform, Content, and Services that You receive (which may include support services) will depend on the type of Subscription You have ordered.

10.2 - Payment. Unless otherwise set forth on the Pricing Page, the Subscription will continue for [1 month] and auto-renew for additional [1 month] terms thereafter until the Subscription is canceled (“Subscription Term”). The current “Subscription Fee” is set forth on the Pricing Page. For the avoidance of doubt, the Subscription Fee includes the base monthly fee for the base usage level, as well as any additional fee applied for uses above such base level as described on the Pricing Page. Convertly will invoice You at the beginning of each month during the Subscription Term and Your credit card or ACH account linked to Your User Account will automatically be charged for the applicable monthly Subscription Fee within one (1) week thereafter. Convertly may change the Subscription Fee (from time to time in its sole discretion) by updating the Pricing Page and without any additional notice to You, provided that any changes will not take effect until the Your Subscription renews. You may cancel the Subscription by following the directions on the Pricing Page or emailing us at [support@convertly.com] with the subject line “CANCEL SUBSCRIPTION” (however, payments already made will not be refunded). All payments are non-refundable. You hereby authorize Convertly to charge the credit card or ACH account linked to Your User Account or that You provided in ordering the Subscription.

10.3 - Fees. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You are responsible for payment of all such taxes, levies or duties. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less. If any fee cannot be charged to Your credit card or ACH account for any reason, Convertly may provide You, via email, notice of such non-payment and a link for You to update Your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then Convertly may terminate the Subscription and Your access to the Platform and Services.

11 - TERMINATION. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Platform and all Content and Services (including, without limitation, all Content You obtained prior to termination or expiration); and (c) Convertly may, in its sole discretion, delete Your User Account, Your User Website, and any of Your Content held by Convertly. Sections 1 (Definitions); 6 (Your User Website and Your Content); 8 (Your Services; 10 (Subscriptions and Payment); 13 (Platform Technology); 14 (Ownership); 15 (Representations and Warranties); 16 (Indemnity); 17 (Limitation on Liability); 18 (Data Privacy); 19 (Feedback); 21 (Disputes); 22 (Governing Law and Venue); 23 (Notices); 24 (Linked Sites); and 25 (Additional Terms) will survive any expiration or termination of this Agreement.

12 - SUSPENSION. Without limiting Convertly’s right to terminate this Agreement, Convertly may also suspend Your access to Your User Account, Your User Website, and Your Content, and the Platform or any Content or Services, with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by Convertly, in its sole discretion, to be inappropriate or detrimental to the Platform, Services, Convertly, or any other User or third party.  

13 - PLATFORM TECHNOLOGY. The Platform, and the databases, software, hardware and other technology used by or on behalf of Convertly to operate the Platform, and the Services, structure, organization, and underlying Content, data, information and software code thereof (collectively, the "Technology"), constitute valuable trade secrets of Convertly. You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (d) harvest, collect, gather, or assemble information or data regarding other Users, including e-mail addresses, without their consent; (e) alter, modify, reproduce, create derivative works of the Technology; (f) obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; (g) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology, or otherwise make the Technology available to any third party; (h) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (i) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (j) interfere with the operation or hosting of the Technology; or (k) introduce software or automated agents or scripts to the Technology so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, deep link, or mine Content from the Technology (except that Convertly grants the operators of public search engines revocable permission to use spiders to copy materials for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

14 - OWNERSHIP. Convertly retains all right, title, and interest, including, without limitation, all IPR, in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform, Content, and Services under this Agreement. The Convertly name, logo, and all product and service names associated with the Platform, Content, and Services are trademarks of Convertly and its licensors and third party providers and You are granted no right or license to use them.

15 - REPRESENTATIONS AND WARRANTIES.

15.1 - Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.

15.2 - Compliance with Laws. You acknowledge that the Platform is a general purpose online service and is not specifically designed to facilitate compliance with any specific Law. You acknowledge that You will access and use the Platform in compliance with all Laws applicable to You, Your User Website, Your Content, and any other Content You may access through the Platform. Convertly is not responsible for notifying You of any such Law, enabling Your compliance with any such Law, or for Your failure to comply. You represent and warrant to Convertly that Your User Website, Your Content, and Your use of and access to the Platform, including any Content or Services, will comply with all applicable Laws and will not cause Convertly itself or any other User or third party to violate any applicable Laws.

15.3 - No Warranties; Disclaimer. THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CONVERTLY AND ITS SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE PLATFORM OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR USER CONTENT THAT MAY BE PROVIDED THROUGH THE PLATFORM. CONVERTLY AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CONVERTLY, ITS EMPLOYEES, OR SERVICE PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.  

CONVERTLY AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT (a) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (b) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS, OR (e) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY CONTENT OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM OR THE APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.   

16 - INDEMNITY. You hereby agree to indemnify, defend, and hold harmless Convertly and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (a) Your access to or use of the Platform, or any Content or Services; (b) Your User Website or any access to or use thereof; (c) Your Content or any access to or use thereof; (d) Your collection, use, and disclosure of any User Content, (e) Your violation of applicable Laws; and (f) Your breach of any representation, warranty, or other provision of this Agreement. Convertly will use reasonable efforts to provide You with notice of any such claim or allegation, and Convertly will have the right to participate in the defense of any such claim at its expense.

17 - LIMITATION ON LIABILITY. CONVERTLY AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT, OR SERVICES, EVEN IF CONVERTLY OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR USER WEBSITE, YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES. CONVERTLY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100, OR, IN THE CASE YOU HAVE A SUBSCRIPTION WITH CONVERTLY, THE AMOUNTS PAID BY YOU TO CONVERTLY FOR SUCH SUBSCRIPTION. YOU AGREE THAT CONVERTLY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, CONVERTLY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18 - DATA PRIVACY. You expressly consent to the use and disclosure of Your personal information and other data and information as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, Convertly will have the right to collect, extract, compile, synthesize, and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Platform, Services, or Content. To the extent any such non-personal information is collected or generated by Convertly, the data and information will be solely owned by Convertly and may be used by Convertly, or its permitted service providers, for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.

19 - FEEDBACK. If You provide Convertly any feedback or suggestions regarding the Platform, or any Content or Services (“Feedback”), You herby assign to Convertly all rights in the Feedback and agree that Convertly shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You. Convertly will treat any Feedback You provide to Convertly as non-confidential and non-proprietary. You agree that You will not submit to Convertly any information or ideas that You consider to be confidential or proprietary.

20 - CLAIMS OF INFRINGEMENT. Convertly respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:

Convertly Attn: Convertly Copyright Agent 4 North 2nd Street, #700, San Jose, Ca 95113  |  hello@convertly.com

Please provide the following information to Convertly’s Copyright Agent: (a) the identity of the infringed work, and of the allegedly infringing work; (b) Your name, address, daytime phone number, and email address, if available; (c) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (e) Your electronic or physical signature. Convertly will take whatever action, in its sole discretion, it deems appropriate, including the removing the allegedly infringing work from the Platform.  

21 - DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a "Dispute"), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association ("AAA") then in effect (the "Rules"). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the "Initial Period") after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Convertly in the State of Colorado, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

22 - GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A., as such laws apply to contracts between residents of Colorado without regard to conflict of laws provisions thereof. Subject to Section 21 (Disputes), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in the State of Colorado, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Convertly.  

23 - NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Convertly by postal mail to the address for Convertly listed on the Platform. Convertly may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to Convertly in connection with Your User Account, provided that in the case of any notice applicable both to You and other Users of the Platform, Convertly may instead provide such notice by posting on the Platform. Notices provided to Convertly will be deemed given when actually received by Convertly. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

24 - LINKED SITES. The Platform, Content, or Services may contain links to third-party sites or content that are not under the control of Convertly. If You access a third-party site or content from the Platform or Services, then You do so at Your own risk and Convertly is not responsible for any content on any linked site. You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Convertly or any group or individual affiliated with Convertly. You may not use on Your site any Content or marks appearing on the Site or Platform in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Platform without prior written consent.

25 - ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Platform, Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, Content, and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by Convertly under this Agreement must be in writing or later acknowledged by Convertly in writing. Any waiver or failure by Convertly to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Convertly of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal. You agree that each of Convertly’s service providers shall be considered a third party beneficiary of the above provisions, with all rights to enforce such provisions as if a service provider were a party to this Agreement. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Convertly. Any assignment in violation of the foregoing will be null and void. Convertly may assign this Agreement to any party that assumes Convertly’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to "including" will mean "including, without limitation." Upon request from Convertly, You agree to provide Convertly with such documentation or records with respect to Your activities under this Agreement as may be reasonably requested for Convertly to verify Your compliance with the terms of this Agreement and all applicable Laws.

Addendum 

Supplemental Terms for Apple 

Notwithstanding anything set forth above, if You obtained a license to the Application through the Apple App Store, the following additional terms and conditions apply.  

1. Acknowledgement: You acknowledge that this Agreement is between You and Convertly, not Apple, and Convertly, not Apple, is solely responsible for the Application and the content thereof.
2. Scope of License: For the avoidance of doubt, the license granted herein is solely for Your use on any Apple-branded products that You own or control as permitted by this Agreement and the Usage Rules set forth in the App Store Terms of Service.
3. Maintenance and Support: You acknowledge that Apple will not have any obligation whatsoever to provide any maintenance or support with respect to the Application.
4. Warranty: You agree that Convertly shall be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in this Agreement. In the event of any failure of the Application to conform to any applicable warranty, You have the right to notify Apple and Apple shall refund the purchase price for the Application to You. You acknowledge that, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Convertly, to the extent applicable.
5. Product Claims: Both parties hereto agree that Convertly, not Apple, is responsible for addressing any claims made by You or any third party relating to the Application or Your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
6. Intellectual Property Rights: Both parties hereto acknowledge that in the event of any third party claim that the Application or Your possession and use of the Application infringes such third party’s intellectual property rights, Convertly, not Apple, will solely be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
7. Legal Compliance: You 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 a U.S. Government list of prohibited or restricted parties.
8. Developer Name and Address: Convertly’s contact information for any questions, complaints, or claims with respect to the Application is set forth in this Agreement.
9. Third Party Terms of Agreement: You must comply with all applicable third party terms of agreement when using the Application, e.g., You must not be in violation of Your wireless data service when using the Application.
10. Third Party Beneficiary: Both parties acknowledge and agree that Apple and its subsidiaries are third party beneficiaries of this Agreement, and that, upon Your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary hereof.
11. Apple Minimum Terms Control: You acknowledge and agree that if any of the terms and conditions of this Agreement are inconsistent or in conflict with Apple’s applicable Instructions for Minimum Terms for Developer’s End User License Agreement, the terms and conditions of Apple’s Instructions for Minimum Terms of Developer’s End User License Agreement shall apply.