BugDigger Terms of Service

Acceptance of Terms of Service

IMPORTANT — READ CAREFULLY: BY CHECKING THE “I ACCEPT THE TERMS OF SERVICE” CHECKBOX OR BY UTILIZING THE BUGDIGGER SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

This is a legal agreement (“Agreement”) between You and BugsIO Solutions, Inc (“BUGSIO”), a Delaware Corporation, for use of the BugDigger service. “You” refers to any individual who agrees to the “I accept the Terms of Service” checkbox option on the Service homepage or while registering for the Service, or, if the Service is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then “You” refers to such entity. If You do not agree with the terms of this Agreement, do not select the Terms of Service checkbox and do not use the Service.

The website and any downloadable software associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

Privacy

You agree to the BugDigger Privacy Policy provided at privacy policy.

Ownership of the Service Account and Security

You are solely responsible for maintaining the confidentiality of your account and other sensitive information. You are solely responsible for all activities that occur in your Account and you agree to notify BUGSIO immediately of any unauthorized use of your Account at [email protected] BUGSIO is in no way responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your Account, or otherwise.

Intellectual Property Rights

BUGSIO and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Service and in all trade names, trademarks and service marks associated or displayed with the Service. You will not remove, deface or obscure any of BUGSIO’s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Service.

BugDigger is a Trademark of BugsIO Solutions, Inc.

Content License

You retain copyright and any other rights you already hold in content which you submit, post or display on or through, the Service. By submitting, posting or displaying the content you give BUGSIO a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, transmit and distribute any content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling BUGSIO to maintain, operate and provide the Service.

This license includes no rights for BUGSIO to make such content available to other companies, organizations or individuals without your permission.

You confirm and warrant to BUGSIO that you have all the rights, power and authority necessary to grant the above license.

Restrictions on Use of the Service

a. Content You Post to the Website. By using the Service, you agree not to record, upload, post, transmit, cause the display, playback or performance of, or otherwise make available any content that: is harmful, threatening, abusive, harassing, vulgar, hateful, or racially, ethnically or otherwise offensive or discriminatory; is illegal; is tortious, defamatory, libelous or invasive of another’s privacy or publicity rights; infringes any patent, trademark, trade secret, copyright or other proprietary or intellectual property rights of any party; includes copyrighted materials for which you do not possess appropriate rights to so display, perform or otherwise make available; you do not have a right to make available under law or contractual or fiduciary relationships; includes private information of any third-party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; is advertising, solicitations or promotional material; contains software viruses or any other computer code, files or programs designed to destroy, interrupt or otherwise limit the functionality of any computer software, computer hardware or other equipment.

All messages, information or other content, whether publicly posted, displayed or performed on, or privately transmitted, are the sole responsibility of the person who sends or publishes such items. Accordingly, you are responsible for all items that you record, upload, post, cause a display, playback or performance of, email, transmit or otherwise make available via the Service.

BUGSIO reserves the right to, but has no obligation to, monitor or screen the content posted and/or displayed or performed in the Service and to remove any content in its sole discretion. Nevertheless, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT YOU RECORD, UPLOAD, POST, CAUSE TO BE DISPLAYED, PLAYED BACK OR PERFORMED IN ANY AREAS OF THE WEBSITE AND THAT YOU TRANSMIT IN ANY OF YOUR COMMUNICATIONS THAT USE THE WEBSITE AND THE SERVICE PROVIDED THEREBY.

b. Prohibited Activities. You may not use the Website to do any of the following: provide any service without prior written permission; harass or advocate harassment of another person or entity; perform any activities that violate, intentionally or unintentionally, any applicable state, local, federal, or international laws or regulations promulgated by governmental agencies that have the force of law; impersonate any person or entity or misrepresent in any way your affiliation with a person or entity; transmit unsolicited mailings or “spam”; collect or store any information about other users or members, other than in the normal course of using the Service for their intended purpose of facilitating voluntary communication among users; transmit any virus, worm, defect, Trojan horse or similar destructive or harmful item.

No Responsibility for Third-Party Content

You understand that the Service acts only as a technical interface between users and that BUGSIO does not itself verify the qualifications of users, nor does it evaluate or control in any ongoing manner exchanges between users. Any opinions or statements expressed by a user are of those of the user alone, and are not to be attributed to BUGSIO. BUGSIO cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality or applicability of anything said, written, posted, displayed or otherwise made available by any user.

You understand that you may be exposed to content that you find offensive to you, and that you use the Service at your own risk.

General Practices Regarding Content Use and Storage

You agree that BUGSIO has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. You acknowledge that BUGSIO may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. BUGSIO retains the right to create limits on use and storage at our sole discretion at any time with or without notice. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time.

Fees, Billing and Renewal

a. BUGSIO charges and collects Fees in advance for use of the Service. During any term, BUGSIO will automatically renew and bill Subscriber’s credit card or issue an invoice (a) every month for monthly service, (b) every quarter for quarterly service, © each year on the subsequent anniversary for annual service, or (d) as otherwise mutually agreed upon.

b. Notwithstanding the above, Subscribers of BugDigger who wish to have a separate installation will need to complete a registration with Google App Engine (GAE); the fees for use of the GAE Service are billed separately by Google and are the responsibility of Subscribers.

c. Payments made by the Subscriber under this Agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by BUGSIO, the Subscriber must pay to BUGSIO the amount of such taxes or duties in addition to the Service Fees under this Agreement. Notwithstanding the foregoing, the Subscriber may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In such event, Subscriber shall have the right to provide to BUGSIO with any such exemption information and BUGSIO will use reasonable efforts to provide such invoicing documents as may enable the Subscriber to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

Termination, Breach, Suspension and Cancellation

If Your payment for Fee is overdue, BUGSIO may disable Your access and Your Users’ access to Your Account. If Your Subscription Fee payment is more than 30 calendar days overdue, BUGSIO may suspend or terminate Your account. BUGSIO may also, at its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate Your Account. In the event of suspension or termination, Your account will be disabled and You may not be granted access to Your Account or any files or other Content contained in Your Account, and BUGSIO may delete Your Content, although residual copies of information may remain in our system for some time for back-up purposes. In the event of termination, BUGSIO may also withdraw and at its discretion reallocate the public web address of Your Account.

If You terminate Your Account, via means provided for cancellation in Your Account, or electronic mail to BUGSIO, and You request that BUGSIO delete Content and files contained in Your Account, BUGSIO will make all reasonable efforts to do so.

Publicity Rights

Subscriber grants BUGSIO the right to include the Subscriber as a customer in BUGSIO’s promotional material. Subscriber can opt to have their name excluded from such use by BUGSIO except as agreed to in writing on a case-by-case basis by providing a sufficiently detailed email request regarding the same to [email protected]; the subject line in such email should be entitled “Non-use of Subscriber Name.”

Modifications to Service

BUGSIO reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that BUGSIO shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Service.

Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. BUGSIO represents and warrants that it will use commercially reasonable efforts to provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and substantially in accordance with the online BUGSIO help documentation under normal use and circumstances. Subscriber represents and warrants that Subscriber has not provided any false information to gain access to the Service.

Disclaimer of Warranties and Limitation of Liability

BUGSIO AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT THEREIN OR GENERATED THEREWITH. BUGSIO AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS, © ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT FOR THE EXPRESS WARRANTIES IN THE PREVIOUS SECTION, THE SERVICE AND ALL CONTENT IS PROVIDED TO SUBSCRIBER STRICTLY ON AN “AS IS” BASIS; ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY BUGSIO AND ITS LICENSORS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL BUGSIO’S AGGREGATE LIABILITY UNDER ANY CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY SUBSCRIBER TO BUGSIO DURING THE THREE (3) MONTH PERIOD PRECEDING THE INITIAL EVENT RESULTING IN SUCH CLAIMS. BUGSIO WILL NOT BE LIABLE FOR LOST PROFITS OR FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF BUGSIO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE CUMULATIVE FOR ALL CLAIMS HOWSOEVER ARISING UNDER ALL AGREEMENTS, AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT SHALL FAIL OF THEIR ESSENTIAL PURPOSE.

Indemnity

You agree to indemnify, defend, and hold BUGSIO and its affiliates, officers, agents, co-branders, partners, and employees harmless from any claim or demand made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of the Terms of Service or Privacy Policy, or your violation of any rights of other users of the Service. Any such indemnification shall include the payment of reasonable attorneys fees incurred in the defense of such claim.

Notification of Changes

BUGSIO reserves the right, at its sole discretion, to change, modify, update, add, or remove portions of the Terms of Service at any time, with or without notice to you. Please check these Terms of Service periodically for changes. You will be provided the option to terminate your use of the Service if the Terms of Service is modified in a manner substantially impacting your rights in connection with use of the Service. Your continued use of the Service after the posting of any changes to the Terms of Service will be deemed to be your agreement to those changes.

General Information

The Terms of Service, the Privacy Policy and any applicable guidelines posted on the BugDigger web site constitute the entire agreement between you and BUGSIO, govern your use of the Service, and supersede any prior agreements between you and BUGSIO relating to your use of the Service (including, but not limited to, any prior versions of the Terms of Service or Privacy Policy). By accessing the Service you agree that the statutes and laws of the United States and the State of Delaware, without regard to any principles of conflicts of law, will apply to all matters relating to the use of the Service, and you further agree that any litigation shall be subject to the exclusive jurisdiction of the state and federal courts in the State of Delaware, USA. The failure of BUGSIO to exercise or enforce any right or provision of the Terms of Service does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms of Service to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties. Intentions as reflected in the provision, and that the other provisions of the Terms of Service remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, the Terms of Service or the Privacy Policy must be filed within one (1) year after the event giving rise to such claim or cause of action or be forever barred. All headings in the Terms of Service are for convenience only and have no legal or contractual effect.

Last updated: September 1, 2014