Terms & Conditions
TYLER SILVERMAN TERMS AND CONDITIONS
These Tyler Silverman Terms and Conditions (these “Terms”) govern your use of the software and services (collectively, the “Services”) from Tyler Silverman or getabusinesswebsite.com (“Tyler Silverman”). BY USING THE SERVICES, YOU AGREE ON BEHALF OF YOU AND YOUR ORGANIZATION (TOGETHER, “YOU” OR “LICENSEE”) TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
LICENSE; Support Scope of Use. Subject to the terms and conditions of these Terms including the payment of all applicable fees, Tyler Silverman hereby grants to Licensee, during the License Period, a limited, non-exclusive, non-transferable license (the “License”) to access and use the Services in accordance with the subscription plans (each, a “Subscription Plan”) that you have selected on the Tyler Silverman web site (the “Site”) or within the Services. The Services are intended to be used in connection with, and the License is limited to, small and medium sized business (“SMBs”) that you own, operate, or are authorized to represent. “License Period” means the period beginning on the date that you first subscribe to a Service and ending on the date that you cancel your subscription or that either party gives the other party written notice of termination. Restrictions. You will not: (a) copy the Services or related documentation; (b) translate or decompile, or create or attempt to create, by reverse engineering or otherwise, the source code form of the Services; (c) modify, adapt, translate or create a derivative work from the Services; (d) remove any proprietary notices, labels, or marks on the Services; (e) assign, sublicense, rent or transfer all or any part of the Services or access to the Services, to any person or entity without the prior written consent of Tyler Silverman; or (f) use the Services on behalf of any third party or otherwise to provide outsourcing, service bureau, time sharing, rental or any other services to any third party (except to the extent you are permitted to do so) Updates; Customer Support. Tyler Silverman may, in its sole discretion, provide new features, corrections, changes (including removing features), and updates to the Services. Tyler Silverman agrees to provide Licensee with limited customer service to answer technical questions during the License Period. Licensee understands that Tyler Silverman makes no representations regarding response time to technical questions. All technical questions should be directed to Tyler Silverman via email to tyler@getabusinesswebsite.com or through in-app support tools. Customer Duties. Licensee is responsible for acquiring and maintaining, at its sole cost and expense, all telecommunications and Internet services and other hardware, devices, and software required to access, use, and interoperate with the Services. In order to access and use the Services, Licensee will register using Google authentication or other means as determined by Tyler Silverman. As between the parties, Licensee will be solely responsible for any use of the Services under its account, whether authorized by Licensee or not. Termination Cancellation. Each Subscription Plan will automatically renew at the end of the applicable subscription period for each Service (e.g., monthly or annually) unless you cancel your subscription prior to the end of your current Subscription Plan. You may cancel any or all of your Subscription Plans using the cancellation tools provided in the Service or by emailing us at: tyler@getabusinesswebsite.com Tyler Silverman Termination and Suspension Rights. Tyler Silverman may, in its sole discretion, revoke the License and terminate these Terms at any time upon notice to Licensee, including upon any breach by Licensee of any term or condition of these Terms. Tyler Silverman may suspend your access to the Services, in its sole discretion, if Tyler Silverman reasonably believes that you or anyone accessing the Services through your account is engaged in any activity that (a) may harm Tyler Silverman, its systems, or any third-party systems, including actual or suspected bot activity; (b) is fraudulent, illegal, or could result in legal liability to Tyler Silverman; or (c) violates these Terms. Any such suspension may continue until the event causing such suspension has been cured or until Tyler Silverman has received satisfactory assurances that such event will not recur.
Effect of Termination. In the event of cancellation or termination, Tyler Silverman will have no further obligations to Licensee. Section 1.2, Section 3, Sections 4 through 12, and this Section 2.3 of these Terms will survive termination for any reason. Payment and cancellation Payment. Unless otherwise agreed by Tyler Silverman in writing, Licensee shall be charged the applicable fees monthly in advance in accordance with your Subscription Plan and as posted on the Site or within the Services. Licensee is responsible for keeping its credit card information and billing information up to date. Payments shall be processed by Tyler Silverman’s third-party payment processor (currently Stripe). All payments shall be in U.S. Dollars. Except where prohibited by applicable law and as otherwise expressly provided on the site, payments are non-refundable (including if these Terms terminates in the middle of the month or if Licensee downgrades or modifies its Subscription Plan). Changes to Fees. Tyler Silverman may increase the applicable fees in its sole discretion. We will provide prior notice of such changes to you via the Services or the contact information you provide to us upon registration. Any change in fees will apply to your next billing cycle for the applicable Service. Your continued use of the Services following any changes to the applicable fees will constitute your agreement to be bound by such changes. If you object to any such increases, your sole recourse shall be to cancel the Services.
Taxes. Licensee is solely responsible for all taxes, fees, duties, and governmental assessments (except for taxes based on Tyler Silverman’s net income) that are imposed or become due in connection with the subject matter of these Terms. If Licensee is required by law to make any deduction or withholding from any amount paid or payable under this Agreement or Tyler Silverman is required by law to make any payment on account of tax (other than taxes based on Tyler Silverman’s net income) or otherwise, on or in relation to any amount received or receivable by it under this Agreement then the amount payable by the Customer in respect of which such deduction, withholding or payment is required to be made shall be increased to the extent necessary to ensure that, after the making such deduction, withholding or payment, Tyler Silverman receives and retains (free from any liability in respect of any such deduction, withholding or payment) a net amount equal to the amount which Tyler Silverman would have received and so retained had no such deduction, withholding or payment been made. Intellectual Property Rights Ownership. Licensee acknowledges and agrees that, as between Tyler Silverman and Licensee, Tyler Silverman owns and retains all rights, title, and interest in and to the Services and all Tyler Silverman Intellectual Property. These Terms will not constitute a sale of the Services and no title or proprietary rights to the Services are transferred to Licensee. “Tyler Silverman Intellectual Property” means all of Tyler Silverman’s technology, inventions, discoveries, innovations, know-how, methods, processes, information, trademarks, software, documentation, and interfaces, including all improvements, modifications, works in process, derivatives, or changes, whether tangible or intangible, embodied in any form, and all Intellectual Property Rights in the foregoing. "Intellectual Property Rights" means registered and unregistered rights granted, applied for or otherwise now or later in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. Rights to Feedback. Licensee acknowledges that Tyler Silverman has the right to incorporate into any technology, products, and/or other services of Tyler Silverman any observations concluded by Tyler Silverman in connection with Licensee’s use of the Services, and any results, ideas, feedback, and suggestions provided and offered by Licensee regarding the Services (collectively, “Feedback”). Licensee acknowledges and agrees that it has no expectation of compensation or confidentiality of any nature, and that Tyler Silverman has no duties to Licensee (including any duty to compensate Licensee), with respect to such Feedback. Injunctive Relief. Licensee acknowledges that the Services are a unique, confidential, and valuable asset of Tyler Silverman, and Tyler Silverman will have the right to obtain (in addition to any other legal and equitable remedies which may be available to Tyler Silverman) all equitable and legal redress which may be available to it for the breach or threatened breach of these Terms, including injunctive relief, in any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond. PRIVACY AND DATA
Consent to Privacy Policy. Information collected by Tyler Silverman in connection with the Services (including end user information provided at registration or in connection with requests for support) is maintained in accordance with Tyler Silverman’s Privacy Policy. By entering into these Terms, Licensee consents to Tyler Silverman’s Privacy Policy. Data Rights. Tyler Silverman may use and disclose data derived from the use of the Services (a) as part of Tyler Silverman’s business operations, on an aggregate, anonymous basis such that any use or disclosure does not permit a third party to associate any particular data with Licensee and (b) if required by applicable law. In addition, Tyler Silverman may use data derived from the use of the Services for Tyler Silverman’s internal purposes, including to operate, manage, maintain, develop, and improve Tyler Silverman’s product and service offerings. licensee representations and warranties Licensee represents, warrants, and covenants to Tyler Silverman that: It has all rights, licenses, and permissions necessary to (a) enter into these Terms; (b) use the Services on behalf of each SMB whose profile, ranking, or other status is managed by Licensee through the Services; and (c) use and process any data uploaded to the Services; It will will comply with all applicable laws, rules, and regulations in connection with its use of the Services, including all applicable privacy and data security laws, rules, and regulations; It will use the Services in compliance with all applicable terms and conditions of any third-party platform, including the applicable terms and conditions of Google, Inc. and its affiliates; and it will not introduce or knowingly transmit any virus, malware, or other harmful code through the Services.
DISCLAIMER
LICENSEE ACKNOWLEDGES THAT ITS USE OF THE SERVICES ARE AT ITS OWN RISK. THE SERVICES ARE PROVIDED SOLELY ON AN “AS-IS” BASIS. TYLER SILVERMAN MAKES, AND LICENSEE RECEIVES, NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. TYLER SILVERMAN EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. TYLER SILVERMAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THEY WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, DEVICE, SOFTWARE, OR OTHER MATERIALS. WITHOUT LIMITATION OF THE FOREGOING, TYLER SILVERMAN WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY INFORMATION OR DATA; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR OF ANY INFORMATION OR DATA OBTAINED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TYLER SILVERMAN BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES OR LOST PROFITS (EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THESE TERMS OR ITS SUBJECT MATTER, INCLUDING DAMAGES ARISING FROM LOSS OF DATA, FROM THE DISABLING OF THE SERVICES, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITATION OF THE FOREGOING, UNDER NO CIRCUMSTANCES WILL TYLER SILVERMAN’S TOTAL AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ARISING OUT OF LICENSEE’S USE OF THE SERVICES, EXCEED THE AMOUNTS PAID TO TYLER SILVERMAN FOR THE APPLICABLE SERVICE DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY (OR FOR SERVICES BILLED ANNUALLY, ONE-TWELFTH OF THE ANNUAL FEE PAID FOR THE THEN-CURRENT YEAR).
INDEMNIFICATION
Licensee agrees to indemnify, defend and/or settle, and pay damages awarded pursuant to any third-party claim brought against Tyler Silverman arising from or relating to (a) Licensee’s use of the Services; (b) Licensee’s breach of these Terms (including any breach of Licensee’s representations, warranties, or covenants under Section 6). In the event any claim is made against Tyler Silverman, Tyler Silverman will promptly notify Licensee in writing of such claim, and promptly tender the control of the defense and settlement to Licensee (at Licensee’s expense) and cooperate fully with Licensee (at Licensee’s request and expense) in defending or settling such claim. Licensee will not enter into any settlement or compromise of any such claim without Tyler Silverman’s prior written consent.
Confidentiality Confidential Information. Licensee will (and will ensure that its employees will) maintain the strict confidentiality of the Services and all information and materials contained in the Services and all information and materials conveyed by Tyler Silverman to Licensee in connection with the Services or otherwise under these Terms, including but not limited to, financial information, pricing information, marketing information and the Services’ features and modes of operation, inventions (whether or not patentable), techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, analysis and performance information, user documentation and other technical information, plans and data (collectively, the “Tyler Silverman Proprietary Information”). This undertaking will not apply to information that becomes part of the public domain through no act or omission of Licensee or is in Licensee’s lawful possession (as demonstrated by written documentation) prior to the License Period. Non-Disclosure and Non-Use. Licensee will implement and maintain commercially reasonable measures to prevent the unauthorized use or disclosure of Tyler Silverman Proprietary Information. Licensee will not disclose the Tyler Silverman Proprietary Information to any third party. Licensee shall not use the Tyler Silverman Proprietary Information for any purpose other than to exercise its rights under these Terms. CHOICE OF LAW; ARBITRATION Choice of Law. These Terms shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to its principles of conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Transactions Act shall not apply to these Terms.
Arbitration. Except as provided in Section 4.3 (Injunctive Relief), any claim arising out of or relating to the Services or these Terms that cannot be resolved informally by the parties, after using commercially reasonable efforts to do so, shall be resolved by arbitration in Los Angeles, California in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association and, in the event either party seeks injunctive or provisional relief, the Optional Rules for Emergency Measures of Protection; provided that you may not bring any claim more than one year after the incident first giving rise to such claim. The arbitration will be heard and determined by a single arbitrator who is a lawyer or retired judge with experience in the software industry. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction (and the parties agree to the non-exclusive jurisdiction of the state and federal courts located in Los Angeles County, California for such purposes). Each party shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, but not limited to, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration panel, except as may lawfully be required in judicial proceedings relating to the arbitration or by disclosure rules and regulations of securities regulatory authorities or other governmental agencies. No disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. MISCELLANEOUS
No Assignment. Licensee will not sublicense, assign, delegate, or otherwise transfer these Terms or any of the related rights or obligations for any reason, without the prior written consent of Tyler Silverman, and any attempt by Licensee to do so will be void. Use of Name; Publicity. Tyler Silverman may list Licensee’s name and logo on Tyler Silverman’s website and in Tyler Silverman’s promotional materials. Except as provided in the previous sentence, neither party shall issue any press release nor make any public statement about the relationship contemplated by these Terms, without the prior written consent of the other party in each instance. Notices. Legal notices under these Terms shall be in writing as follows: (a) if to Licensee, to the email address provided upon registration; and (b) if to Tyler Silverman via email to: tyler@getabusinesswebsite.com. Any notice shall be deemed given: (i) when sent, if by email; (ii) upon receipt if sent by personal delivery or by certified or registered U.S. Mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service. Force Majeure. Tyler Silverman will not be responsible for any failure or delay in its performance under these Terms or in connection with any of the Services due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, pandemic, epidemic, war, terrorism, riot, acts of God, or outages caused by the failure of public network or communications components. Entire Agreement. These Terms constitute the complete and exclusive statement of the terms and agreement between Tyler Silverman and Licensee and supersedes all prior representations, understandings, and communications, oral or written, between the parties with respect to the subject matter of these Terms. No Waiver. The failure of Tyler Silverman to insist, in any one or more instances, upon the performance of any term of these Terms will not be construed as a waiver or relinquishment of its rights to such performance or future performance of such term, and the obligation of Licensee with respect to such term will continue in full force and effect.
Severability. If any provision of these Terms is invalid, unlawful, or unenforceable to any extent, the parties agree that such provision will be deemed modified to the minimal extent necessary to make it enforceable while still retaining the intent of the parties. In such event, the remainder of these Terms will not be affected, and the remaining provisions of these Terms will continue to be valid and may be enforced to the fullest extent permitted by law. Changes to Terms. Tyler Silverman may, in its sole and absolute discretion, modify these Terms from time to time. All changes to these Terms will be effective when posted, and we will provide prior notice of such changes to you via the Services or the contact information you provide to us upon registration. Your continued use of the Services following any changes to these Terms will constitute your agreement to be bound by such changes. If you object to any such changes, your sole recourse shall be to cancel the Services.
These Tyler Silverman Terms and Conditions (these “Terms”) govern your use of the software and services (collectively, the “Services”) from Tyler Silverman or getabusinesswebsite.com (“Tyler Silverman”). BY USING THE SERVICES, YOU AGREE ON BEHALF OF YOU AND YOUR ORGANIZATION (TOGETHER, “YOU” OR “LICENSEE”) TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
LICENSE; Support Scope of Use. Subject to the terms and conditions of these Terms including the payment of all applicable fees, Tyler Silverman hereby grants to Licensee, during the License Period, a limited, non-exclusive, non-transferable license (the “License”) to access and use the Services in accordance with the subscription plans (each, a “Subscription Plan”) that you have selected on the Tyler Silverman web site (the “Site”) or within the Services. The Services are intended to be used in connection with, and the License is limited to, small and medium sized business (“SMBs”) that you own, operate, or are authorized to represent. “License Period” means the period beginning on the date that you first subscribe to a Service and ending on the date that you cancel your subscription or that either party gives the other party written notice of termination. Restrictions. You will not: (a) copy the Services or related documentation; (b) translate or decompile, or create or attempt to create, by reverse engineering or otherwise, the source code form of the Services; (c) modify, adapt, translate or create a derivative work from the Services; (d) remove any proprietary notices, labels, or marks on the Services; (e) assign, sublicense, rent or transfer all or any part of the Services or access to the Services, to any person or entity without the prior written consent of Tyler Silverman; or (f) use the Services on behalf of any third party or otherwise to provide outsourcing, service bureau, time sharing, rental or any other services to any third party (except to the extent you are permitted to do so) Updates; Customer Support. Tyler Silverman may, in its sole discretion, provide new features, corrections, changes (including removing features), and updates to the Services. Tyler Silverman agrees to provide Licensee with limited customer service to answer technical questions during the License Period. Licensee understands that Tyler Silverman makes no representations regarding response time to technical questions. All technical questions should be directed to Tyler Silverman via email to tyler@getabusinesswebsite.com or through in-app support tools. Customer Duties. Licensee is responsible for acquiring and maintaining, at its sole cost and expense, all telecommunications and Internet services and other hardware, devices, and software required to access, use, and interoperate with the Services. In order to access and use the Services, Licensee will register using Google authentication or other means as determined by Tyler Silverman. As between the parties, Licensee will be solely responsible for any use of the Services under its account, whether authorized by Licensee or not. Termination Cancellation. Each Subscription Plan will automatically renew at the end of the applicable subscription period for each Service (e.g., monthly or annually) unless you cancel your subscription prior to the end of your current Subscription Plan. You may cancel any or all of your Subscription Plans using the cancellation tools provided in the Service or by emailing us at: tyler@getabusinesswebsite.com Tyler Silverman Termination and Suspension Rights. Tyler Silverman may, in its sole discretion, revoke the License and terminate these Terms at any time upon notice to Licensee, including upon any breach by Licensee of any term or condition of these Terms. Tyler Silverman may suspend your access to the Services, in its sole discretion, if Tyler Silverman reasonably believes that you or anyone accessing the Services through your account is engaged in any activity that (a) may harm Tyler Silverman, its systems, or any third-party systems, including actual or suspected bot activity; (b) is fraudulent, illegal, or could result in legal liability to Tyler Silverman; or (c) violates these Terms. Any such suspension may continue until the event causing such suspension has been cured or until Tyler Silverman has received satisfactory assurances that such event will not recur.
Effect of Termination. In the event of cancellation or termination, Tyler Silverman will have no further obligations to Licensee. Section 1.2, Section 3, Sections 4 through 12, and this Section 2.3 of these Terms will survive termination for any reason. Payment and cancellation Payment. Unless otherwise agreed by Tyler Silverman in writing, Licensee shall be charged the applicable fees monthly in advance in accordance with your Subscription Plan and as posted on the Site or within the Services. Licensee is responsible for keeping its credit card information and billing information up to date. Payments shall be processed by Tyler Silverman’s third-party payment processor (currently Stripe). All payments shall be in U.S. Dollars. Except where prohibited by applicable law and as otherwise expressly provided on the site, payments are non-refundable (including if these Terms terminates in the middle of the month or if Licensee downgrades or modifies its Subscription Plan). Changes to Fees. Tyler Silverman may increase the applicable fees in its sole discretion. We will provide prior notice of such changes to you via the Services or the contact information you provide to us upon registration. Any change in fees will apply to your next billing cycle for the applicable Service. Your continued use of the Services following any changes to the applicable fees will constitute your agreement to be bound by such changes. If you object to any such increases, your sole recourse shall be to cancel the Services.
Taxes. Licensee is solely responsible for all taxes, fees, duties, and governmental assessments (except for taxes based on Tyler Silverman’s net income) that are imposed or become due in connection with the subject matter of these Terms. If Licensee is required by law to make any deduction or withholding from any amount paid or payable under this Agreement or Tyler Silverman is required by law to make any payment on account of tax (other than taxes based on Tyler Silverman’s net income) or otherwise, on or in relation to any amount received or receivable by it under this Agreement then the amount payable by the Customer in respect of which such deduction, withholding or payment is required to be made shall be increased to the extent necessary to ensure that, after the making such deduction, withholding or payment, Tyler Silverman receives and retains (free from any liability in respect of any such deduction, withholding or payment) a net amount equal to the amount which Tyler Silverman would have received and so retained had no such deduction, withholding or payment been made. Intellectual Property Rights Ownership. Licensee acknowledges and agrees that, as between Tyler Silverman and Licensee, Tyler Silverman owns and retains all rights, title, and interest in and to the Services and all Tyler Silverman Intellectual Property. These Terms will not constitute a sale of the Services and no title or proprietary rights to the Services are transferred to Licensee. “Tyler Silverman Intellectual Property” means all of Tyler Silverman’s technology, inventions, discoveries, innovations, know-how, methods, processes, information, trademarks, software, documentation, and interfaces, including all improvements, modifications, works in process, derivatives, or changes, whether tangible or intangible, embodied in any form, and all Intellectual Property Rights in the foregoing. "Intellectual Property Rights" means registered and unregistered rights granted, applied for or otherwise now or later in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. Rights to Feedback. Licensee acknowledges that Tyler Silverman has the right to incorporate into any technology, products, and/or other services of Tyler Silverman any observations concluded by Tyler Silverman in connection with Licensee’s use of the Services, and any results, ideas, feedback, and suggestions provided and offered by Licensee regarding the Services (collectively, “Feedback”). Licensee acknowledges and agrees that it has no expectation of compensation or confidentiality of any nature, and that Tyler Silverman has no duties to Licensee (including any duty to compensate Licensee), with respect to such Feedback. Injunctive Relief. Licensee acknowledges that the Services are a unique, confidential, and valuable asset of Tyler Silverman, and Tyler Silverman will have the right to obtain (in addition to any other legal and equitable remedies which may be available to Tyler Silverman) all equitable and legal redress which may be available to it for the breach or threatened breach of these Terms, including injunctive relief, in any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond. PRIVACY AND DATA
Consent to Privacy Policy. Information collected by Tyler Silverman in connection with the Services (including end user information provided at registration or in connection with requests for support) is maintained in accordance with Tyler Silverman’s Privacy Policy. By entering into these Terms, Licensee consents to Tyler Silverman’s Privacy Policy. Data Rights. Tyler Silverman may use and disclose data derived from the use of the Services (a) as part of Tyler Silverman’s business operations, on an aggregate, anonymous basis such that any use or disclosure does not permit a third party to associate any particular data with Licensee and (b) if required by applicable law. In addition, Tyler Silverman may use data derived from the use of the Services for Tyler Silverman’s internal purposes, including to operate, manage, maintain, develop, and improve Tyler Silverman’s product and service offerings. licensee representations and warranties Licensee represents, warrants, and covenants to Tyler Silverman that: It has all rights, licenses, and permissions necessary to (a) enter into these Terms; (b) use the Services on behalf of each SMB whose profile, ranking, or other status is managed by Licensee through the Services; and (c) use and process any data uploaded to the Services; It will will comply with all applicable laws, rules, and regulations in connection with its use of the Services, including all applicable privacy and data security laws, rules, and regulations; It will use the Services in compliance with all applicable terms and conditions of any third-party platform, including the applicable terms and conditions of Google, Inc. and its affiliates; and it will not introduce or knowingly transmit any virus, malware, or other harmful code through the Services.
DISCLAIMER
LICENSEE ACKNOWLEDGES THAT ITS USE OF THE SERVICES ARE AT ITS OWN RISK. THE SERVICES ARE PROVIDED SOLELY ON AN “AS-IS” BASIS. TYLER SILVERMAN MAKES, AND LICENSEE RECEIVES, NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. TYLER SILVERMAN EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. TYLER SILVERMAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THEY WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, DEVICE, SOFTWARE, OR OTHER MATERIALS. WITHOUT LIMITATION OF THE FOREGOING, TYLER SILVERMAN WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY INFORMATION OR DATA; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR OF ANY INFORMATION OR DATA OBTAINED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TYLER SILVERMAN BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES OR LOST PROFITS (EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THESE TERMS OR ITS SUBJECT MATTER, INCLUDING DAMAGES ARISING FROM LOSS OF DATA, FROM THE DISABLING OF THE SERVICES, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITATION OF THE FOREGOING, UNDER NO CIRCUMSTANCES WILL TYLER SILVERMAN’S TOTAL AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ARISING OUT OF LICENSEE’S USE OF THE SERVICES, EXCEED THE AMOUNTS PAID TO TYLER SILVERMAN FOR THE APPLICABLE SERVICE DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY (OR FOR SERVICES BILLED ANNUALLY, ONE-TWELFTH OF THE ANNUAL FEE PAID FOR THE THEN-CURRENT YEAR).
INDEMNIFICATION
Licensee agrees to indemnify, defend and/or settle, and pay damages awarded pursuant to any third-party claim brought against Tyler Silverman arising from or relating to (a) Licensee’s use of the Services; (b) Licensee’s breach of these Terms (including any breach of Licensee’s representations, warranties, or covenants under Section 6). In the event any claim is made against Tyler Silverman, Tyler Silverman will promptly notify Licensee in writing of such claim, and promptly tender the control of the defense and settlement to Licensee (at Licensee’s expense) and cooperate fully with Licensee (at Licensee’s request and expense) in defending or settling such claim. Licensee will not enter into any settlement or compromise of any such claim without Tyler Silverman’s prior written consent.
Confidentiality Confidential Information. Licensee will (and will ensure that its employees will) maintain the strict confidentiality of the Services and all information and materials contained in the Services and all information and materials conveyed by Tyler Silverman to Licensee in connection with the Services or otherwise under these Terms, including but not limited to, financial information, pricing information, marketing information and the Services’ features and modes of operation, inventions (whether or not patentable), techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, analysis and performance information, user documentation and other technical information, plans and data (collectively, the “Tyler Silverman Proprietary Information”). This undertaking will not apply to information that becomes part of the public domain through no act or omission of Licensee or is in Licensee’s lawful possession (as demonstrated by written documentation) prior to the License Period. Non-Disclosure and Non-Use. Licensee will implement and maintain commercially reasonable measures to prevent the unauthorized use or disclosure of Tyler Silverman Proprietary Information. Licensee will not disclose the Tyler Silverman Proprietary Information to any third party. Licensee shall not use the Tyler Silverman Proprietary Information for any purpose other than to exercise its rights under these Terms. CHOICE OF LAW; ARBITRATION Choice of Law. These Terms shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to its principles of conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Transactions Act shall not apply to these Terms.
Arbitration. Except as provided in Section 4.3 (Injunctive Relief), any claim arising out of or relating to the Services or these Terms that cannot be resolved informally by the parties, after using commercially reasonable efforts to do so, shall be resolved by arbitration in Los Angeles, California in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association and, in the event either party seeks injunctive or provisional relief, the Optional Rules for Emergency Measures of Protection; provided that you may not bring any claim more than one year after the incident first giving rise to such claim. The arbitration will be heard and determined by a single arbitrator who is a lawyer or retired judge with experience in the software industry. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction (and the parties agree to the non-exclusive jurisdiction of the state and federal courts located in Los Angeles County, California for such purposes). Each party shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, but not limited to, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration panel, except as may lawfully be required in judicial proceedings relating to the arbitration or by disclosure rules and regulations of securities regulatory authorities or other governmental agencies. No disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. MISCELLANEOUS
No Assignment. Licensee will not sublicense, assign, delegate, or otherwise transfer these Terms or any of the related rights or obligations for any reason, without the prior written consent of Tyler Silverman, and any attempt by Licensee to do so will be void. Use of Name; Publicity. Tyler Silverman may list Licensee’s name and logo on Tyler Silverman’s website and in Tyler Silverman’s promotional materials. Except as provided in the previous sentence, neither party shall issue any press release nor make any public statement about the relationship contemplated by these Terms, without the prior written consent of the other party in each instance. Notices. Legal notices under these Terms shall be in writing as follows: (a) if to Licensee, to the email address provided upon registration; and (b) if to Tyler Silverman via email to: tyler@getabusinesswebsite.com. Any notice shall be deemed given: (i) when sent, if by email; (ii) upon receipt if sent by personal delivery or by certified or registered U.S. Mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service. Force Majeure. Tyler Silverman will not be responsible for any failure or delay in its performance under these Terms or in connection with any of the Services due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, pandemic, epidemic, war, terrorism, riot, acts of God, or outages caused by the failure of public network or communications components. Entire Agreement. These Terms constitute the complete and exclusive statement of the terms and agreement between Tyler Silverman and Licensee and supersedes all prior representations, understandings, and communications, oral or written, between the parties with respect to the subject matter of these Terms. No Waiver. The failure of Tyler Silverman to insist, in any one or more instances, upon the performance of any term of these Terms will not be construed as a waiver or relinquishment of its rights to such performance or future performance of such term, and the obligation of Licensee with respect to such term will continue in full force and effect.
Severability. If any provision of these Terms is invalid, unlawful, or unenforceable to any extent, the parties agree that such provision will be deemed modified to the minimal extent necessary to make it enforceable while still retaining the intent of the parties. In such event, the remainder of these Terms will not be affected, and the remaining provisions of these Terms will continue to be valid and may be enforced to the fullest extent permitted by law. Changes to Terms. Tyler Silverman may, in its sole and absolute discretion, modify these Terms from time to time. All changes to these Terms will be effective when posted, and we will provide prior notice of such changes to you via the Services or the contact information you provide to us upon registration. Your continued use of the Services following any changes to these Terms will constitute your agreement to be bound by such changes. If you object to any such changes, your sole recourse shall be to cancel the Services.