Terms of Service
THESE TERMS AND CONDITIONS (“TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND WOOPRA, INC. (“COMPANY”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: HTTPS://WWW.WOOPRA.COM AS WELL AS ALL ASSOCIATED SITES LINKED TO HTTPS://WWW.WOOPRA.COM BY COMPANY, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” INCLUDE THE SERVICES AVAILABLE THROUGH THIS SITE (THE “SERVICES”) AND ANY SOFTWARE THAT COMPANY PROVIDES TO YOU THAT ALLOWS YOU TO ACCESS THE SITE FROM A MOBILE DEVICE (A “MOBILE APPLICATION”). THE TERM “SERVICES” ALSO INCLUDES ANY PROOF OF CONCEPT OR OTHER PROFESSIONAL SERVICES THAT YOU AND COMPANY AGREE IN WRITING IN A STATEMENT OF WORK WILL BE PERFORMED BY COMPANY. BY USING SELECTING OR CHECKING “I AGREE”, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT SELECT OR CHECK “I AGREE” OR ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.
PLEASE NOTE THAT (1) THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION AGREEMENT, INCLUDING CLASS ACTION WAIVER, THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO CLAIMS OR DISPUTES YOU MAY HAVE WITH COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW (SEE THE SECTION ENTITLED ‘DISPUTE RESOLUTION – ARBITRATION AGREEMENT AND CLASS ACTION WAIVER’).
Company may make changes to the content and Services offered on the Site at any time. Company can change, update, or add or remove provisions of these Terms, at any time by having you agree to a new version of these Terms or by posting the updated Terms on this Site and by providing you notice. By assenting to the updated Terms or using this Site after Company has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site and receiving Services.
By using the Site, you represent that you are 18 years of age or older, or if you are between the ages of 16 and 18, that you are using the Site with the permission of your parent or legal guardian, or that you are an emancipated minor between the ages of 16 and 18. If you are a parent or legal guardian who is registering for a child, you hereby agree to bind your child to these Terms and to fully indemnify and hold harmless Company if your child breaches or disaffirms any term or condition of these Terms. If you are using this Site on behalf of a company, you represent that you are authorized to legally bind Company to these Terms.
If Company believes that you do not meet any of these requirements Company may immediately terminate your use of the Site.
If you breach any of these Terms, the above license will terminate automatically and you must immediately cease using and delete or destroy any downloaded, electronic or printed Materials.
Using the Site and the Services on the Site
You can simply view the Site and not use any Services on the Site. You need not register with Company to simply visit and view the Site.
However, in order to access certain password-restricted areas of the Site (such as the subscriber or member areas) and to use certain Services and Materials offered on and through the Site, you must register with Company for an account and receive a password.
Password Restricted Areas of this Site
If you desire to register for an account with Company, you must submit the following information through the account registration page on the Site: your first name, last name, company name, email address, and website password. You will also have the ability to provide additional optional information, such as company size and work phone number, which is not required to register for an account but may be helpful to Company in providing you with a more customized experience when using the Site or its Services. Once you have submitted your account registration information, you will be automatically approved and logged in to the system.
Currently, Company provides you with the ability to register for an account on the Site using your existing account and log-in credentials through LinkedIn Connect and in the future possible other third party sites (the “Third-Party Websites”). The Third-Party Websites may change from time to time. (each of those log-in credentials, a “Third-Party Site Password”).
You are responsible for maintaining the confidentiality of your Company Password and any Third-Party Site Password (collectively, “Passwords), and you are responsible for all activities that occur using your Passwords. You agree not to share your Passwords, let others access or use your Passwords or do anything else that might jeopardize the security of your Passwords. You agree to notify Company if any of your Passwords on this Site is lost, stolen, if you are aware of any unauthorized use of your Passwords on this Site or if you know of any other breach of security in relation to this Site.
All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly (currently at https://www.woopra.com/members/settings/profile) and making the desired changes or contacting Company using the contact information at the end of these Terms requesting that we make the change.
Subscriptions and Payment
By registering for an account with Company, you become a “Subscriber” with access to certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site (a “Subscription”). Each Subscription and the rights and privileges provided to a Subscriber is personal and non-transferable. All sales and payments of Subscription fees will be in US Dollars.
The fee that we will charge you for your Subscription will be the price posted on the Site or otherwise communicated to you on the date that you register as a Subscriber or, if you have signed a master services agreement with us, is as provided for in the master services agreement. Company reserves the right to change prices for Subscriptions at any time, and does not provide price protection or refunds in the event of promotions or price decreases, except that, if you have a master services agreement with us, the Company may increase prices only after the initial term and any price increase would be effective upon no less than 30 days’ prior written notice.
You may pay for your Subscription fee only with credit and debit card payments (Visa, MasterCard, American Express, and Discover) unless you have signed a master services agreement with us, in which case we will invoice you for the fees unless you request to pay by credit card. We will charge your credit or debit card for your first Subscription fee or invoice you, as applicable, on the date that we process your order for your Subscription (or if you sign-up for a Subscription that includes a free-trial period, we will charge your credit or debit card for your first Subscription fee upon the expiration date of the applicable free-trial period). After you are invoiced or your credit or debit card is charged the first Subscription fee (or if you sign-up for a Subscription that includes a free-trial period, once we have processed your order for your Subscription), you will receive a confirmation e-mail notifying you of your ability to access those Subscription-only portions of, and Materials on, the Site. If you have signed a master services agreement with us, (a) we will invoice you for the fees as provided therein (or, if not provided therein, on a monthly basis), and (b) you must pay all invoices by check or wire transfer in accordance with the payment terms of the master services agreement (or, if not provided therein, within 30 days of the invoice date).
With respect to receipts for payments made by credit or debit card, we typically send a receipt of payment after you enroll for a paid subscription. If you add a credit card during a free-trial period and we do not process your payment at that time, Woopra will process your payment when the trial ends. You will not be sent a receipt, however. You can select to receive receipts when we charge your credit card. Unless you configure your account to receive receipts, this feature will be disabled and you will not receive a receipt.
You may have one or more subscriptions. You must have a separate subscription for each organization unless otherwise permitted by Woopra. Please review our website for our then-current pricing. Each subscription is treated separately under an account. Under your account, you can associate a subscription with the same or different credit cards or payment instructions as other subscriptions.
All subscriptions include a pre-set number of actions that is determined by the subscription package you purchase from Woopra (either through the Woopra website or pursuant to a master services agreement with Woopra). Excess actions will result in an overage fee, which will be calculated and charged in accordance with https://www.woopra.com/pricing or, if applicable, your master services agreement with Woopra.
IMPORTANT NOTICE: COMPANY WILL AUTOMATICALLY RENEW YOUR MEMBERSHIP ON EACH MONTHLY OR YEARLY ANNIVERSARY OF THAT DATE THAT COMPANY FIRST CHARGES YOUR CREDIT OR DEBIT CARD FOR THE FIRST SUBSCRIPTION FEE AND, AS AUTHORIZED BY YOU DURING THE SUBSCRIPTION SIGN-UP PROCESS, COMPANY WILL CHARGE YOUR CREDIT OR DEBIT CARD WITH THE APPLICABLE YEARLY OR MONTHLY SUBSCRIPTION FEE AND ANY SALES OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR SUBSCRIPTION FEE PAYMENT (UNLESS YOU CANCEL PRIOR TO THE ANNIVERSARY DATE). IF YOU SIGN UP FOR A SUBSCRIPTION THAT INCLUDES A FREE-TRIAL PERIOD, UNLESS YOU HAVE CANCELLED YOUR SUBSCRIPTION PRIOR TO THE EXPIRATION OF THE FREE-TRIAL PERIOD, AS AUTHORIZED BY YOU DURING THE SUBSCRIPTION SIGN-UP PROCESS, COMPANY WILL AUTOMATICALLY CHARGE YOU FOR THE FIRST YEARLY OR MONTHLY SUBSCRIPTION FEE, AS APPLICABLE, UPON THE EXPIRATION OF THE FREE-TRIAL PERIOD AND EACH SUBSEQUENT YEARLY OR MONTHLY SUBSCRIPTION FEE ON THE YEARLY OR MONTHLY ANNIVERSARY OF THE DATE OF THE FIRST BILLING. EACH SUBSCRIPTION RENEWAL PERIOD IS FOR ONE YEAR OR MONTH, DEPENDING ON THE TYPE OF SUBSCRIPTION SELECTED. YOU MAY CANCEL YOUR MEMBERSHIP AT ANY TIME BY CONTACTING COMPANY. YOU ALSO MAY CHANGE YOUR SUBSCRIPTION AT ANY TIME, IN WHICH CASE THE SYSTEM WILL DOWNGRADE YOU AND ISSUE A PRO-RATED ACCOUNT CREDIT. COMPANY REQUIRES A REASONABLE AMOUNT OF TIME TO PROCESS YOUR SUBSCRIPTION CANCELLATION REQUEST. IF YOU CANCEL YOUR SUBSCRIPTION, YOU WILL ENJOY YOUR SUBSCRIPTION BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT YEARLY OR MONTHLY SUBSCRIPTION TERM FOR WHICH YOU HAVE PAID, AND YOUR SUBSCRIPTION BENEFITS WILL EXPIRE AT THE END OF THE THEN-CURRENT TERM.
You will be liable for paying any and all applicable sales and use taxes for the purchase of your subscription based on the mailing address that you provide when you register as a subscriber, and you authorize Company to invoice you or charge your credit or debit card for any such applicable taxes.
If applicable, you agree to pay all fees or charges to your account based on Company’s fees, charges, and billing terms in effect as shown on the applicable payment page https://www.woopra.com/members/settings/package. If you do not pay on time or if Company cannot charge your credit card, PayPal or other payment method for any reason, Company reserves the right to either suspend or terminate your access to the Site and account and terminate these Terms. You are expressly agreeing that Company is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit card, PayPal or other payment method designated on your initial registration with this Site or agreed by the parties, and thereafter at regular intervals for the remainder of the term of these Terms. If you cancel your account at any time, you will not receive any refund. If you have a balance due on any account, you agree that Company may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
All amounts not paid when due are subject to a late fee on the outstanding balance for each month that it remains unpaid equal to the lesser of 1.5% per month and the highest rate allowable by applicable law. If any amount owing by Customer under this Agreement or any other agreement for Services is not paid when due, Company may, without limiting Company’s other rights and remedies, accelerate your unpaid fee obligations hereunder and any other agreements with Company so that all such obligations become immediately due and payable, and suspend the provision of the Services to you until such amounts are paid in full.
Company makes available Mobile Applications to access the Site via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. Company does not warrant that the Mobile Application will be compatible with your mobile device. Company hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that Company may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and Company and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.
The following additional terms and conditions apply with respect to any Mobile Application that Company provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):
- You acknowledge that these Terms are between you and Company only, and not with Apple, Inc. (“Apple”).
- Your use of Company’s iOS App must comply with Apple’s then-current App Store Terms of Service.
- Company, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
- You agree that Company, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
- You agree that Company, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
- 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 any U.S. Government list of prohibited or restricted parties.
- You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
- The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of Company’s iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.
The following additional terms and conditions apply with respect to any Mobile Application that Company provides to you designed for use on an Android-powered mobile device (an “Android App”):
- You acknowledge that these Terms are between you and Company only, and not with Google, Inc. (“Google”).
- Your use of Company’s Android App must comply with Google’s then-current Android Market Terms of Service.
- Google is only a provider of the Android Market where you obtained the Android App. Company, and not Google, are solely responsible for Company’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to Company’s Android App or these Terms.
- You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Company’s Android App.
By using the Site and/or the Services provided on or through the Site, you consent to receiving electronic communications from Company. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of your relationship with Company. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Tracking Data and Information.
You hereby agree to not transfer, or cause to be transferred, to Company any of the following types of data: Social Security number; tax ID number; credit card number or financial account number; date of birth; driver’s license, passport or other government identification number; login credentials; medical information; biometric data; sensitive data (as that term is defined by the Data Protection Directive); protected health information (as that term is defined under the Health Insurance Portability and Accountability Act and its implementing regulations, as amended); any nonpublic personal information (as defined by the Gramm-Leach-Bliley Act); or any data subject to data breach notification obligations under state, federal or other law.
Links to Third-Party Sites
You hereby authorize Woopra to subcontract the processing of Personal Data (as defined by GDPR) to subprocessors that are subject to written terms between Woopra and the subprocessor that are no less protective than those set out in these Terms. Woopra will inform you of the details of such subprocessors upon your written request. Woopra will inform you in advance of any intended changes concerning the addition or replacement of subprocessors and thereby give you the opportunity to object to such changes. If you do not object in writing within five days of receipt of the notice, you are deemed to have accepted the new subprocessor. If you do object in writing within five days of receipt of the notice, the parties will discuss possible resolutions.
As of the date of these Terms, you hereby authorize Woopra to engage the following subprocessors listed below:
|Subprocessor Name||Address||Country||Purpose of Processing|
|Amazon Web Services Inc.||1200 12th Ave S, Ste 1200, Seattle, WA 98144||USA||Cloud computing services|
|Customer.io||921 SW Washington St., Ste 820, Portland, Oregon, 97205||USA||Software as a service (SaaS) enabling users to send personalized newsletters using website data|
|Intercom, Inc.||55 2nd Street, 4th Fl., San Francisco, CA 94105||USA||Conversational marketing platform that utilizes bots to match individual marketing needs|
|Dropbox, Inc.||333 Brannan St. >San Francisco, CA 94107||USA||File hosting service/Cloud storage platform|
|GitHub||88 Colin P Kelly Jr St., San Francisco, CA 94107||USA||Web-based hosting service for version control/Git-repository hosting service|
|Google Cloud||1600 Amphitheatre Parkway Mountain View, CA 94043||USA||Cloud computing services|
|Hetzner Online GmbH, Gunzenhausen||Industriestr. 25 91710 Gunzenhausen Germany||Germany||Cloud computing services|
|IBM Softlayer||4849 Alpha Road, Dallas TX, 75244||USA||Cloud computing services|
|Jira Software (Atlassian Pty Ltd.)||1098 Harrison St. San Francisco, CA 94103||USA||Proprietary issue tracking product|
|Rollbar||51 Federal St.San Francisco, CA 94107||USA||Error monitoring and debugging for developers|
|Salesforce||The Landmark at One Market, Ste 300 San Francisco, CA 94105||USA||Cloud computing services for customer relationship management solutions|
|Slack||500 Howard St.San Francisco, CA 94105||USA||Enterprise software platform/Cloud based team collaboration tools|
|Stripe||185 Berry St. #550, San Francisco, CA 94107||USA||Payment processing technology company for internet businesses|
|Zendesk||1019 Market St.San Francisco, CA 94103||USA||Customer service platform that builds software focusing on organization and customer relationships|
This confidentiality section only applies to you if you are a registered user.
A party (the “Discloser”) may disclose to the other party (the “Recipient”) in the course of providing, receiving or using the Services certain information that is specifically marked as “confidential” or with any similar designation or, if disclosed orally, is within five business days reduced to a writing that is marked “confidential” (“Confidential Information”). Additionally, the Tracking Data is your Confidential Information, even though it is not marked as confidential. The Recipient shall not disclose or cause to be disclosed any of Discloser’s Confidential Information to any third party, except to those employees, agents, representatives, consultants, service providers and contractors of the parties who require access to the Confidential Information for purposes relating to these Terms (“Authorized Personnel”) and who are obligated or bound not to disclose third party confidential or proprietary information disclosed to Recipient. Furthermore, the Recipient agrees to be responsible for any act or omission of any Authorized Personnel in breach of this paragraph. The Recipient shall protect the Confidential Information of Discloser by using the same degree of care, but no less than a reasonable degree of care, that the Recipient uses to protect its own confidential information of a like nature.
Confidential Information does not include information that: (i) is or becomes publicly available through no act or omission of the Recipient; (ii) was in the Recipient’s possession without restriction on disclosure prior to the disclosure by the Discloser; (iii) is disclosed to the Recipient by a third party without restriction on disclosure; (iv) is independently developed by the Recipient without access to or use of the Discloser’s Confidential Information; or (v) is approved for release. The Recipient’s disclosure of the Discloser’s Confidential Information in order to comply with a law, court order, subpoena, or other government requirement or demand shall not be a breach of this paragraph. In such cases, the Recipient shall provide prompt written notice of such required disclosure to the Discloser in order to afford the Discloser an opportunity to seek a protective order or other legal remedy to prevent such disclosure.
You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a “Submission”) and through the Services available in connection with this Site. You may not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.
You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.
When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” paragraph below. Those prohibitions do not require Company to monitor, police or remove any Submissions or other information submitted by you or any other user.
When using this Site and/or the services, you agree not to:
- Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Use racially, ethnically, or otherwise offensive language.
- Discuss or incite illegal activity.
- Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
- Post anything that exploits children or minors or that depicts cruelty to animals.
- Post any copyrighted or trademarked materials without the express permission from the owner.
- Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
- Use any robot, spider, scraper or other automated means to access the Site.
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
- Alter the opinions or comments posted by others on this Site.
- Post anything contrary to our public image, goodwill or reputation.
This list of prohibitions provides examples and is not complete or exclusive. Company reserves the right to (a) terminate access to your account, your ability to post to this Site (or use the Services) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that Company determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. Company also reserves the right to terminate these Terms at any time; with or without cause, for any reason or no reason. Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Company’s discretion, Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
Upon any termination, expiration or cancellation of these Terms, all rights and licenses granted by these Terms will cease and terminate, you will no longer be entitled to use any of the Services, Site or Materials, and you shall pay all amounts owing hereunder. If you are permitted by the Company in a separate written contract or through the Site to terminate these Terms for convenience and you exercise such right, you shall pay Company an amount equal to the fees that would have been due over the remainder of the then-current term had these Terms remained in effect, including all fees under all SOWs. In the event Company terminates these Terms for convenience, no early termination fees will apply. In no event will any termination relieve you of the obligation to pay the fees payable to Company for the period prior to the effective date of termination. Termination of these Terms will also result in the termination of all SOWs under these Terms.
Unauthorized use of any Materials or Third-Party Content contained on this Site may violate certain laws and regulations.
You agree to indemnify and hold Company and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Company or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.
You agree to pay Company for the proof of concept and other professional services performed under a statement of work (“SOW”) as provided in the SOW. Unless otherwise provided in a SOW, you shall pay each invoice under a SOW within 30 days of the invoice date. Amounts not paid when due will bear interest at the lesser of 1.5% per month and the maximum amount permissible by law. A SOW will begin when signed by the parties and will expire on the date of completion of the Services under the SOW, unless earlier terminated pursuant to this paragraph. A party may terminate a SOW upon 30 days’ written notice to the other party, if the other party materially breaches a SOW and the breach remains uncured at the end of the 30 day cure period. Company hereby grants you a non-exclusive license to use the deliverables provided by Company to you under a SOW for internal evaluation purposes only.
Woopra is a trademark of Company in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Company, Copyright © 2013-14 Woopra, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
The Mobile Application software that is provided to you through the Site and Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if you are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
Intellectual Property Infringement
Company respects the intellectual property rights of others, and we ask you to do the same. Company may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide Company’s designated agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
- 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 at the Site, and information reasonably sufficient to permit Company to locate the material.
- Information reasonably sufficient to permit Company to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
- 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 of an exclusive right that is allegedly infringed.
Company’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:
Attn: Legal Department
300 Montgomery St, Suite 208
San Francisco, CA 94103
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Company designated agent that includes all of the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Company may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
Company reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject of repeated DMCA or other infringement notifications.
Disclaimer of Warranties
Your use of this Site and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by Company, and they may include inaccuracies or typographical or other errors. Company does not warrant the accuracy of timeliness of the Materials contained on this Site. Company has no liability for any errors or omissions in the Materials, whether provided by Company, our licensors or suppliers or other users.
COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, AND MATERIALS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Limitation of Liability
COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT WILL COMPANY’S LIABILITY EXCEED THE GREATER OF FIFTY DOLLARS (USD \$50) OR THE AMOUNTS PAID BY YOU TO COMPANY HEREUNDER IN THE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM, EVEN IN THE EVENT OF A FAILURE OF THE ESSENTIAL PURPOSE OR ANY LIMITED REMEDY UNDER THESE TERMS.
Local Laws; Export Control
Company controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.
If you send or transmit any communications, comments, questions, suggestions, or related materials to Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Company may include and use your name on a list of customers and may refer to you as a user of the Services in its advertising, marketing, promotional and investor materials.
Company prefers to advise you if we believe you are not complying with these Terms and to recommend any necessary corrective action. However, we are under no obligation to notify you and certain violations of these Terms, as determined by Company, may result in immediate termination of your access to this Site without prior notice to you. If any of these Terms is found to be inconsistent with applicable law, then, except as otherwise provided below, such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Company’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Company and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Company with respect to the subject matter hereof. Without limitation, these Terms may not be amended, superseded, modified or extended by any purchase order, terms of purchase or other similar document of yours, even if accepted by Company. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
These Terms shall be deemed to be a contract made under the laws of the State of California and shall be governed by and interpreted in accordance with the laws of the State of California, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms.
Dispute Resolution – Arbitration Agreement and Class Action Waiver
You may opt-out of this Arbitration Agreement and Class Action Waiver (“Arbitration Agreement”) by emailing Company at firstname.lastname@example.org the following information: (1) your name and your company’s name; (2) your address; and (3) a clear statement that you do not wish to resolve disputes with Company through arbitration. Your decision to opt-out of this arbitration provision will have no adverse effect on your relationship with Company, but Company must receive this opt-out request within 30 days from the date that you first consent to these Terms. Any opt-out request received after this deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
UNLESS YOU OPT-OUT OF THESE ARBITRATION PROCEDURES AS SET FORTH ABOVE AND EXCEPT AS OTHERWISE DESCRIBED HEREIN: YOU AND COMPANY EACH AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED BELOW, ANY AND ALL DISPUTES (AS DEFINED BELOW), WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, RATHER THAN IN COURT, IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.
You and Company agree to arbitrate – rather than litigate in court – any and all claims or Disputes that may arise between you and Company. For the purpose of this Arbitration Agreement the term “Company” means Company and any of Company now or future parent companies or organizations, subsidiaries, affiliates, and each of their owners, officers, directors, employees, and agents. The term “Dispute” means any claim or dispute that may arise out of or in any way relates to your relationship with Company, including, without limitation, regarding these Terms, your use of the Services, or the Company products or services that Company, Company’s affiliates, and/or Company’s service providers (on Company’s behalf) may provide to you in connection with your use of the Services and/or Company’s products or services, including, without limitation, any Dispute based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability, or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced. In no event, however, will this Arbitration Agreement prevent you, in your individual capacity, from filing or joining a complaint with any federal, state, or local government agency that is authorized by law to seek relief against Company on your behalf. The arbitration between you and Company will be binding, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof.
Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their Disputes and potential Disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such Dispute(s) decided in a lawsuit, in court, by a judge or jury trial. This Arbitration Agreement provides that all Disputes between you and Company shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this Arbitration Agreement, you might otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is very limited.
The arbitrator’s authority is governed by these Terms. You and Company agree that an arbitrator must follow and be governed by this Arbitration Agreement and may only award such relief as a court of competent jurisdiction could award, limited to the same extent as a court would limit relief pursuant to these Terms. An arbitrator may award attorneys’ fees and costs if a court would be authorized to do so and may issue injunctive or declaratory relief if that relief is required or authorized by the applicable law, but that injunctive or declaratory relief may not extend beyond you and your dealings with Company, and may not include class or collective action relief. Discovery may be limited in arbitration, and procedures are more streamlined than in court. Notwithstanding this Arbitration Agreement, you and Company may bring appropriate claims against each other regarding Disputes in small claims court, if the claims fall within the small claims court’s jurisdiction, or, on an individual and not class or collective action basis, before any other federal, state, or local government agency authorized by law to hear your claims. Any dispute relating in any way to Company or its products or service shall be submitted to confidential arbitration in San Francisco, California, or in the federal judicial district in which you reside, except that, to the extent you have in any manner violated or threatened to violate Company’s intellectual property rights, Company may seek injunctive or other appropriate relief in any state or federal court in San Francisco, California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to the Terms, whether through class arbitration, collective action, consolidated proceedings, or otherwise.
Class Action Waiver
You and Company agree that all Disputes between you and Company will be arbitrated individually, and that there will be no class, representative, or consolidated actions in arbitration. If you or Company bring a claim or Dispute in small claims court, the class action waiver will apply, and neither of the parties can bring a claim on a class or representative basis. Furthermore, neither you nor Company may participate in a class or representative action as a class member if the class action asserts claims or Disputes that would fall within the scope of this Arbitration Agreement if they were directly asserted by you or Company. Notwithstanding the foregoing, this Arbitration Agreement shall not prohibit you or Company from participating solely in your individual capacity in any judgment or settlement in any litigation brought by a federal, state, or local government on behalf of you or Company, excluding litigation brought by any party in its capacity as a private attorney general. The parties both agree that this Class Action Waiver is an essential part of our Arbitration Agreement and that, if this Class Action Waiver is found to be unenforceable by any court or arbitrator, then the entire Arbitration Agreement set forth in this section will not apply to any claim or Dispute between you and Company. This Class Action Waiver may not be severed from this Arbitration Agreement.
Informal Dispute Resolution
You and Company agree to try to resolve Disputes informally before resorting to arbitration. If the Dispute cannot be resolved by telephone, you agree to notify us of the Dispute by sending a written description of your claim to Woopra, Inc., 300 Montgomery Street, Suite 208, San Francisco, CA 94103 so that Company can attempt to resolve it with you. If Company does not satisfactorily resolve your Dispute within 30 calendar days of receiving notice of it, then you may pursue the Dispute in arbitration. Neither you nor Company may initiate arbitration without first providing the other notice of the Dispute and following the informal Dispute resolution procedure provided in this paragraph.
If the Dispute is not resolved by the Informal Dispute Resolution procedure described above, then either you or Company may initiate arbitration proceedings. You and Company agree that this website and the purchase and sale of Company’s service and products each affects interstate commerce and that the Federal Arbitration Act (“FAA”) applies. All arbitrations shall be conducted by the American Arbitration Association (“AAA”), and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a representative or class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement.
The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the Dispute asserted in arbitration is for less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply. If the Dispute asserted is for $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. If there is a conflict between the AAA’s rules and this Arbitration Agreement, this Arbitration Agreement shall control. To initiate arbitration, you must send a letter requesting arbitration and describing your Dispute and any claims for relief to Woopra, Inc., 300 Montgomery Street, Suite 208, San Francisco, CA 94103. You must also comply with the AAA’s rules regarding initiation of arbitration. Company will pay all filing fees and costs for commencement of an arbitration, but you will be responsible for your own attorneys’ fees and costs unless otherwise determined by the arbitrator pursuant to the terms of this Arbitration Agreement or applicable law. Company will not seek to recover Company’s fees and costs from you in the arbitration unless your claim has been determined to be frivolous. If you are successful in the arbitration, Company will pay your reasonable attorneys’ fees and costs. If you obtain an award from the arbitrator greater than Company’s last written settlement offer, Company will pay you $5,000 in addition to what you have been awarded in the arbitration. The arbitration will be held in a mutually convenient location, either San Francisco, California or the federal judicial district within which you reside. If you seek less than $10,000, then you may choose to hold the arbitration in person, via phone, or to have it decided based on written submissions.
The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, except as limited by other provisions of these Terms, and will not have the power to award relief to, against, or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by the FAA or applicable state law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
If any clause within this Arbitration Agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable, and the Dispute will be decided by a court.
If you have any questions about these Terms or otherwise need to contact Company for any reason, you can reach us at Legal Department:
Attn: Legal Department
300 Montgomery St, Suite 208
San Francisco, CA 94103
The Terms of Service was last updated on 7/25/2019.