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TERMS OF USE

Terms of Use

 

PLEASE READ THESE TERMS OF USE CAREFULLY!

 

Welcome to Triib, Inc. (together with its affiliates, “Triib”, “We”, “Us”, or the “Company”). We are excited to have you as a User. We’d like you to know that the following terms and conditions (collectively, these “Terms of Use”) apply to your use of Triib’ Services.  “Services” means the website at https://www.triib.com and all websites hosted on the Triib platform, related web sites, downloadable software, social media pages, email systems and messages, mobile applications (including tablet applications), and other services provided by Us, and all other written and oral communications between Triib and our Users and Users. 

 

By agreeing to these Terms of Use, you are also agreeing to be bound by our privacy policy as stated here: https://triib.com/privacy (the “Privacy Policy”).

 

We want to keep our relationship with you as lean and informal as possible, but please read these Terms of Use carefully before you start using the Triib Services, because by accessing and using the Services, you accept and agree to be bound and abide by these Terms of Use.

 

Should you disagree with some of the provisions herein, you can either leave the Services (although we’ll be sad to see you go!) or contact us at support@triib.com.  Please keep in mind that this document is a legally binding agreement between you as the user of the Services (referred to as “you”, “your” or “User” hereinafter) and the Company.

 

Terms of Use. 

 

  1. Application and Acceptance of the Terms of Use
    1. Your use of the Services is subject to these Terms of Use as well as the Privacy Policy and any other rules and policies that We may publish from time to time (subject to Section 1.3). 
    2. You may not use the Services and may not accept the Terms of Use if (a) you are not of legal age to form a binding contract with Us, or (b) you are not permitted to receive any Services under the laws of the Commonwealth of Massachusetts, the United States of America, and/or any other jurisdictions whose laws may apply to your use of the Services.
    3. Except with respect to Section 13 (Dispute Resolution and Arbitration) you acknowledge and agree that We may amend the Terms of Use at any time by posting the relevant amended and restated Terms of Use on the Services. By continuing to use the Services, you agree that the amended Terms of Use will apply to you.
    4. If Triib has posted or provided a translation of the English language version of these Terms of Use, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services.
    5. You may be required to enter into a separate agreement, whether online or offline, with Triib or a business partner of Triib for Services, including without limitation the Triib Terms of Service (https://www.triib.com/tos), the Triib Data Processing Addendum  https://www.triib.com/dpa) and/or the Triib Payment Services Agreement (https://www.triib.com/psa), in each case to the extent applicable (collectively, “Additional Agreements”). If there is any conflict or inconsistency between the Terms of Use and an Additional Agreement, the Additional Agreement shall take precedence over the Terms of Use only in relation to that aspect of the Services concerned thereby. 
    6. The Terms of Use may not otherwise be modified except in accordance with Section 1.3. 

 

  1. Provision of Services 
    1. Any person, business, or entity who subscribes to or otherwise accesses or uses the Services is a “User.”  Users must complete a registration process in order to access and use the Services.
    2.  
      1. Further, Triib reserves the right, without prior notice, to restrict access to or use the Services (or any features within the Services) to any User.  The Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that particular Services or feature or function thereof or the same type and extent of the Services or features and functions thereof will be available for any individual who interacts with the Services (the “Users”).  Triib may limit, restrict, suspend, or terminate the access or use of the Services if the User is in violation of these Terms of Use.  
    3. Triib may launch, change, upgrade, impose conditions to, restrict, suspend, or stop any Services (or any features within the Services) at any time and without prior notice.
    4. Parts of the Services may be provided by Triib’s partners on behalf of Triib.

 

  1. Users Generally
    1. As a condition of your access to and use of the Services, you agree that you will comply with all applicable laws and regulations when using Services.
    2. You agree to use the Services solely for your own personal purposes, or, if you are a representative of one of our business customers, for internal business purposes as a licensee of the Services. Use of any content or materials contained in the Services for any purpose not expressly permitted in the Terms of Use is prohibited.  In addition, you agree that:
      1. you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or portion thereof or any information, data, text, photographs, images, graphics, videos, sound, directories, files, databases, listings, written posts and comments, software, scripts, interactive features generated, provided, or otherwise made accessible on or through the Services (the “Content”);
      2. you will not copy, reproduce, download, compile or otherwise use any Content for the purposes of operating a business that competes with Triib, or otherwise commercially exploit the Content; and
      3. you will not engage in any systematic retrieval of Content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Triib.
    3. You must read Triib’s Privacy Policy that governs the protection and use of personal information about Users in the possession of Triib and our affiliates. Your use of the Services is an acceptance of the terms of the Privacy Policy.
    4. Triib may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), APIs or otherwise, including access to such third parties’ websites. You should read such websites’ terms and conditions and privacy policies before continuing the use of the Services. You acknowledge that Triib has no control over such third parties’ websites, does not monitor such websites, and shall not be responsible or liable to anyone for such websites, or any content, products or services made available on any third-party website.
    5. You agree not to undertake any action to undermine the integrity of the computer systems or networks of Triib and/or any other User nor to gain unauthorized access to such computer systems or networks.
    6. You agree not to post any libelous, tortious, infringing, or otherwise illegal content, information, or material through the Services.  You further agree that posting such content, information, or material may cause irreparable harm to Triib or other Users of the Services, and you shall indemnify Triib, its affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) resulting therefrom
    7. Triib in its sole discretion, may utilize, all comments and suggestions, whether written or oral, furnished by any Users to Triib in connection with their use or access of any of Triib’s Services (all such reports, comments and suggestions, collectively, “Feedback”). User hereby grants Triib a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Triib’s products and services, including the Triib Services.

 

  1. Users
    1. Upon registration, Triib shall assign an account and issue a User ID and password (the latter shall be chosen by a User during registration) to each User.
    2. A set of User ID and password is unique to a single User account. Each User shall be solely responsible for maintaining the confidentiality and security of such User’s User ID and password and for all activities that occur under such User’s account. No User may share, assign, or permit the use of his or her User account, ID or password by another person or entity. Each User agrees to notify Triib immediately if such User becomes aware of any unauthorized use of his or her password, her or his account, or any other breach of security of such User’s account.
    3. User agrees that all activities that occur under such User’s account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the User.
    4. User acknowledges that sharing of User’s account with other persons or allowing multiple users outside of User’s business entity to use User’s account (collectively, “Multiple Use”), may cause irreparable harm to Triib or other Users of the Services. User shall indemnify Triib, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the Multiple Use of User’s account. User also agrees that in case of the Multiple Use of User’s account or User’s failure to maintain the security of User’s account, Triib shall not be liable for any loss or damages arising therefrom and shall have the right to suspend or terminate User’s account without liability to User. 

 

  1. User’s Responsibilities
    1. Each User represents, warrants and agrees that (a) it has full power and authority to accept the Terms of Use, to grant the license and authorization and to perform the obligations hereunder; (b) if an individual, he/she will use the Services for personal purposes only, or if the User is a business or entity, it will use the Services only for its internal business purposes as permitted by these Terms of Use. 
    2. Each User is required to provide personal information as part of the registration process to use the Services.  Each User represents, warrants and agrees that (a) such information, whether submitted during the registration process or thereafter throughout the continuation of the use of the Services is true, accurate, current and complete, and (b) User will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
    3. Upon becoming a User, you consent to the inclusion of the personal information about you in our database and authorize Triib and our affiliates to share the personal information with other Users or otherwise use your personal information in accordance with the Privacy Policy.
    4. User may not use the Services to engage in activities which are identical or similar to Triib’s business.
    5. User acknowledges and agrees that Triib shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services. Triib does not endorse, verify, or otherwise certify the contents of any comments or other material or information made by any User.  Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
      1. User acknowledges and agrees that each User is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all uses of the Services are in compliance with applicable laws.

 

  1. Breaches by Users
    1. Triib reserves the right, in our sole discretion, to remove, modify, or reject any information, content or material you post or display through the Services (when posted or displayed by a User, “User Content”).  User Content that you submit to, post or display on the Services which we reasonably believe is unlawful, violates the Terms of Use, could subject Triib or our affiliates to liability, or is otherwise found inappropriate in Triib’s opinion.
    2. If any User breaches any provisions of the Terms of Use or if Triib has reasonable grounds to believe that any User is in breach of any the provisions of the Terms of Use, Triib shall have the right to impose a penalty against the User or restrict, suspend, or terminate the User’s account or subscription of any of the Services without any liability to the User. Triib shall also have the right to restrict, refuse or ban any and all current or future use of any of the Services that may be provided by Triib. The penalties that Triib may impose include, among others, warning, removing any product listing or other User Content that the User has submitted, posted or displayed, imposing restrictions on the number of product listings that the User may post or display, or imposing restrictions on the User’s use of any features or functions of the Services for such period as Triib may consider appropriate in our sole discretion.
    3. Without limiting the generality of the provisions of the Terms of Use, a User would be considered as being in breach of the Terms of Use in any of the following circumstances:
      1. Triib has reasonable grounds to suspect that such User has used a stolen credit card or other false or misleading information in any transaction with a counter party,
      2. Triib has reasonable grounds to suspect that any information provided by the User is not current or complete or is untrue, inaccurate, or misleading, or
      3. Triib believes that the User’s actions may cause financial loss or legal liability to Triib, our customers, or our affiliates or any other Users.
    4. Triib reserves the right to disclose certain User information in order to comply with its legal obligations, including but not limited to a response to a subpoena or other judicial order, to protect and defend the rights or property of Triib, to prevent or investigate possible wrongdoing in connection with the Services, to protect the personal safety of Users of the Services or the public, to protect against legal liability, to comply with lawful requests by public authorities, including to meet national security or law enforcement requirements, or to pursue a claim or prevent further injury to Triib as set forth in our Privacy Policy.
    5. If a User is in breach of the Terms of Use and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, Triib reserves the right to disclose the records of such breach to our affiliates. Such Triib affiliates may impose limitation on, suspend or terminate the User’s use of all or part of the Services provided by such affiliates to the User and take other remedial actions. Triib is not liable to User for any actions Triib’s affiliates may take upon notification of said breach.
    6. Triib may, at any time and in our reasonable discretion, impose limitations on, suspend, or terminate the User’s use of any of the Services without being liable to the User if Triib has received notice that the User is in breach of any agreement or undertaking with any affiliate of Triib and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. Triib shall not be required to investigate such breach or request confirmation from the User.
    7. Each User agrees to indemnify and hold harmless Triib, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs and attorney’s fees on a full indemnity basis) which may arise from such User’s submission, posting or display of any User Content, from User’s use of the Services, or from User’s breach of these Terms of Use.  Triib reserves the right to assume the defense and control of any matter subject to indemnification by the Customer, in which event the Customer shall cooperate with Triib in asserting any available defenses.
    8. Each User further agrees that Triib is not responsible and shall have no liability to such User or anyone else, for any User Content or other material transmitted through the Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each User. Triib reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with Triib in asserting any available defenses.

 

  1. Transactions made through the Services
    1. Triib provides electronic web-based platforms for exchanging information between buyers and sellers of products and services, marketplace to facilitate the purchase and sale of services related to the Services (including services regarding account setup, configuration, business processes, ongoing business and technical support, and integration of the Services with third-party products and services).  Triib additionally provides electronic web-based transaction platforms for Users to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Services. However, with respect to any such Services, Triib does not represent either the seller or the buyer in specific transactions. Triib does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale through the Services or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
    2. Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. Triib uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for paid Services. However, because verification on the Internet is difficult, Triib cannot and does not confirm each User’s purported identity (including, without limitation, paying Users). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
    3. Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Services. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed through the Services may violate or may be asserted to violate any rights of third parties, and the risk that User may incur costs of defense or other costs in connection with third parties’ assertion of rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third parties. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Services as a result of purchase and sale transactions in connection with using the Services may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks”. Each User agrees that Triib shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
    4. Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
    5. User agrees to provide all information and materials as may be reasonably required by Triib in connection with such User’s transactions conducted on, through or as a result of use of the Services. Triib has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Triib (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

 

  1. Limitation of Liability
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY TRIIB ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND TRIIB HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIIB MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES; TRIIB HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR THE SERVICES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND TRIIB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR THE SERVICES.
    3. Any material downloaded or otherwise obtained through the Services is done at each User’s sole discretion and risk and each User is solely responsible for any damage to Triib’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Triib or through or from the Services shall create any warranty not expressly stated herein.
    4. The Services may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall Triib and our affiliates be held liable for any such services or products.
    5. Each User hereby agrees to indemnify and hold harmless Triib, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs and attorney’s fees on a full indemnity basis) which may arise from such User’s use of the Services (including but not limited to the display of such User’s information through the Services) or from your breach of any of the terms and conditions of the Terms of Use. Each User hereby further agrees to indemnify and hold harmless Triib, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations and warranties made by User to Triib, including but not limited to those set forth in Section 5 and 10 hereunder.
    6. Each User hereby further agrees to indemnify and hold Triib, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by third parties relating to products offered or displayed through the Services. Each User hereby further agrees that Triib is not responsible and shall have no liability, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Triib reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Triib in asserting any available defenses.
    7. Triib shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
      1. the use or the inability to use the Services, including loss of data or downtime;
      2. any malfunction of the Services, including failure to deliver notifications to Users and Users;
      3. any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Services;
      4. violation of rights of third parties or claims or demands that User’s manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed through the Services may violate or may be asserted to violate the rights of any third parties; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third parties;
      5. unauthorized access by third parties to data or private information of any User;
      6. statements or conduct of any User of the Services, including misleading, malicious, or criminal use of the Services by a User; andny matters relating to the Services however arising, including negligence.
    8. Notwithstanding any of the foregoing provisions, the aggregate liability of Triib, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Triib or our affiliates during the calendar year and (b) US$100.00. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.
    9. Customers and Users, respectively, are responsible for compliance with any and all applicable laws, including without limitation all applicable privacy laws, including HIPAA and HITECH, to the extent applicable. 
    10. The limitations and exclusions of liability to you under these Terms of Use shall apply to the maximum extent permitted by law and shall apply whether or not Triib has been advised of or should have been aware of the possibility of any such losses arising.

 

  1. Force Majeure
    1. Under no circumstances shall Triib be held liable for any delay or failure or disruption of the content or services delivered through the Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
       
  2. Intellectual Property Rights 
    1. The Services, features and functionality are owned by Triib and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, republish, any of our copyrighted material, except to the extent permitted under these Terms of Use. If you have doubts about whether and how to use of material contained within the Services, please address your concerns to support@triib.com 
    2. Each User represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights.
    3. Each User further represents, warrants and agrees that the User Content that you submit, post or display shall:
      1. be true, accurate, complete and lawful;
      2. not be false, misleading or deceptive;
      3. not contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
      4. not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      5. not violate other applicable terms or any applicable Additional Agreements
      6. not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
      7. not infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person.
      8. not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use;
      9. not promote any illegal activity, or advocate, promote or assist any unlawful act;
      10. not contain any link directly or indirectly to any other web site which includes any content that may violate the Terms of Use.
    4. All User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all content, including User Content, accessed by you in using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
    5. You hereby grant Triib a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit any User Content you post, display or provide to Triib or our representative(s) in connection with the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Services a non-exclusive, perpetual license to access your User Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
    6.  We do not guarantee that any Content will be made available through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove or block any Content from the Services.
    7.  You are permitted to use the Services, if you are an individual User, for your personal, non-commercial use, or, if you are a representative of one of our business customers, for your legitimate internal business purposes, provided that your activities are lawful and in accordance with these Terms of Use. Prohibited uses include violation of laws and regulations, hacking the Services in any manner, or violating these Terms of Use. No right, title or interest in or to the Services or any content contained within the Services is transferred to you, and all rights not expressly granted are reserved. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and can lead to account termination.
       
  3. Notices
    1. All legal notices or demands to or upon Triib shall be made in writing and sent to Triib by courier, certified mail, or facsimile to the following address: Triib, ℅ Legal, 76 Summer St. STE 520 Boston, MA 02110.
      1. The notices shall be effective when they are received by Triib in any of the above-mentioned manner.
      2. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Triib, or by posting such notice or demand on an area of the Services that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when: (a) Triib is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) immediately upon Triib posting such notice on an area of the Services that is publicly accessible without charge.
      3. You agree that all agreements, notices, demands, disclosures and other communications that Triib sends to you electronically satisfy the legal requirement that such communication should be in writing.
         
  1. Specific Copyright Infringement Notices
    1. We do not undertake to review all material before it is posted in the Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose user identities when required to do so by the law, including in response to a law enforcement request supported by a valid court order. You waive and hold harmless the Company from any claims resulting from any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.
    2. If you believe that any User Content violates your copyright, please follow the procedure set forth by article 512(c) of the DMCA and provide us a written takedown notice including the following information:
      1. physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
      2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
      3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
      4. Information reasonably sufficient for us to contact you, such as email, address, telephone number.
      5. A statement that you a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
      6. A statement that the information in the notification is accurate, and under penalty of perjury, that you is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
      7. The notice should be addressed via Certified Mail to: Triib, c/o Legal DMCA, 76 Summer St. STE 520 Boston, MA 02110.

 

  1. Dispute Resolution and Arbitration Agreement
    1. Any controversy or claim arising out of or relating to this Terms of Use, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
    2. Jury Trial Waiver. You and Triib acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes.
    3. No Class Actions or Representative Proceedings. You and Triib acknowledge and agree that we are each waiving the right to participate as a plaintiff or class Customer in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all disputes. Further, unless you and Triib both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such dispute.
    4. Severability as to Arbitration Agreement. Except as provided in Section 13.4, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
    5. Survival. To the extent allowed by law, this Section 13 will survive any termination of these Terms of Use and will continue to apply even if you stop using Triib’s Services.

 

  1. General Provisions
    1. Triib and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms of Use.
    2. The Terms of Use and any applicable Additional Agreements constitute the entire agreement between you and Triib and govern your use of the Services, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Use). If any provision of these Terms of Use is held by a court 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 of Use will continue in full force and effect.
    3. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
    4. Triib’s failure to enforce any right or failure to act with respect to any breach by you under these Terms of Use will not constitute a waiver of that right nor a waiver of Triib’s right to act with respect to subsequent or similar breaches.
    5. Triib shall have the right to assign the Terms of Use (including all of our rights, titles, benefits, interests, and obligations and duties in these Terms of Use to any person or entity (including any affiliates of Triib). You may not assign, in whole or part, the Terms of Use to any person or entity.
    6. These Terms of Use shall be governed by the laws of the Commonwealth of Massachusetts and the United States of America without regard to its conflict of law provisions.