Subby Terms of Service
Your use of any Subby products is based on other terms and conditions in effect for the Subby service at all times of use. Your agreement to these terms is required to install or use Subby. Please be aware that any software license, to the extent it exists, that accompanies the product at the time of use may differ from the version of the license you can review here. Be certain to read the applicable terms carefully before you install or use Subby.
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING SUBBY. BY USING SUBBY, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL AND/OR USE SUBBY, AND, IF PRESENTED WITH THE OPTION TO “AGREE” OR “DISAGREE” TO THE TERMS, CLICK “DISAGREE”.
IMPORTANT NOTE: Subby is meant to help you make your life easier. To the extent that Subby may be used to share subscriptions with your friends, family, and loved ones, you must only share those subscriptions which you are authorized or legally permitted to share. If you are uncertain about your right to share any such subscription, you should contact the provider of such subscription and/or your legal advisor.
1. General.
A. The Subby software, including any third party software, documentation, interfaces, content, fonts and any data accompanying this License whether preinstalled on Subby or otherwise interconnected therein (collectively the “Subby Software”) are licensed, not sold, to you by Subby Inc. (“Subby”) for use only under the terms of this License. Subby and/or Subby’s licensors retain ownership of the Subby Software itself and reserve all rights not expressly granted to you. You agree that the terms of this License will apply to any Subby-branded application or product, unless such application or product is accompanied by a separate license, in which case you agree that the terms of that license will govern your use of that product.
B. Subby, at its sole discretion, may make available future upgrades or updates to Subby. Upgrades and updates, if any, may not necessarily include all existing software features or new features that Subby releases for all users. The terms of this License will govern any software upgrades or updates provided by Subby that replace and/or supplement the original Subby product, unless such upgrade or update is accompanied by a separate license in which case the terms of that license will govern.
C. These Terms of Use, along with all other agreements, disclaimers, and disclosures displayed on Subby (the “Terms“) state the terms and conditions under which you may use the Subby application and other accompanying materials (collectively “Subby“). By accessing or using Subby in any way, you agree to follow and be bound by these Terms. These Terms govern (1) the information made available or enabled via Subby; (2) the nature of the relationship between you and Subby; (3) certain other matters of professional responsibility; and (4) your use of this Subby. If you do not agree to these Terms, you may not access or use Subby.
D. PLEASE NOTE THAT THE TERMS OF USE ARE SUBJECT TO CHANGE BY SUBBY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Subby may make a new copy of the Terms of Use available. You should check these Terms of Use, available on Subby, each time you use Subby to determine if any changes have been made. If you use Subby after the amended Terms of Use have been posted, you will be deemed to have agreed to the amended Terms of Use.
2. Indemnification and Limitation of Liability
A. You agree to indemnify and hold harmless Subby and its respective affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with the following: (i) any negligent, reckless or intentionally wrongful act of yours while using Subby; (ii) any breach by you of any of the covenants contained in this License; or (iii) any failure of you to uphold your obligations under this License in accordance with all applicable laws, rules and regulations, including without limitation those obligations to only share those subscriptions which you are authorized or legally permitted to share.
B. IN NO EVENT SHALL SUBBY BE LIABLE TO YOU OR TO ANY ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SUBBY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL SUBBY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE EXCEED THE AMOUNTS PAID BY YOU TO SUBBY UNDER THIS LICENSE.
3. Governing Law; Jurisdiction & Venue
A. THIS AGREEMENT IS TO BE GOVERNED UNDER AND BE CONSTRUED PURSUANT TO THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS. FURTHERMORE, YOU AGREE THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR DECLARE RIGHTS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF SANTA CLARA, CALIFORNIA. YOU FURTHER CONSENT TO THE JURISDICTION OF SAID COURTS AND WAIVE ANY CLAIMS OF FORUM NON CONVENIENS OR ANY OTHER CLAIMS RELATING TO VENUE.
B. The Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute. The foregoing may not apply if you reside in the UK, elsewhere in the EU, or Singapore.
4. Severability
A. If a court or other body of competent jurisdiction finds, or if you and Subby mutually believe, any provision of this License, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of you and Subby, and the remainder of this License will continue in full force and effect.
5. Ownership.
A. You acknowledge that Subby is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies now existing or hereafter developed. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, Subby. In certain instances of your use of Subby, you may be granted a limited, non-sublicensable license to access and use Subby for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include, without limitation, the following: (1) any resale or commercial use of any Subby materials; (2) the distribution, public performance or public display of all or any portion of any Subby materials; (3) modifying or otherwise making any derivative uses of any Subby materials; (4) use of any data mining, robots or similar data gathering or extraction methods; (5) downloading (other than the page caching) of any portion of the Subby materials, except as expressly permitted by Subby; (6) making any portion of Subby available through any non-intended purpose (as defined by Subby’s sole discretion), the Internet or any other technology now existing or developed in the future; (7) using any automatic or manual process to harvest information from Subby; or (8) any use of the Subby whatsoever outside its intended purpose, as defined by Subby. Unless expressly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. To the extent any license may be granted, such license is revocable by Subby at any time for any reason or no reason whatsoever.
6. License to Use.
A. Subby may grant you a limited, personal, non-exclusive, non-transferable license to use our tools for your own personal use. Except as otherwise provided and to the extent permitted under applicable law, you acknowledge and agree that you have no right to modify edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of Subby in any manner, except for any modifications that come from the regular, reasonably intended use of Subby.
7. Disclaimer of Warranties.
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF SUBBY IS AT YOUR SOLE RISK, AND THAT SUBBY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SUBBY AND ITS PARTNERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “SUBBY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE SUBBY INCLUDING BUT NOT LIMITED TO, THE IMPLIED TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABIILTY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Subby may be inappropriate for your particular circumstances. Furthermore, state laws or national laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel or others knowledgeable and sufficiently capable to advise you to determine the appropriate legal or business documents necessary for your particular uses of Subby.
8. Limitation of Liability.
A. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY OF THE SUBBY PARTIES BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS WHETHER DIRECT OR INDIRECT OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH SUBBY WHETHER OR NOT SUBBY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF THE SUBBY PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO SUBBY SHALL NOT EXCEED $1 (USD), AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST THE SUBBY PARTIES.
9. Indemnification.
A. You agree to make the Subby Parties whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of Subby or any violation of these Terms.
10. Types of Content.
A. You acknowledge that you, and not Subby, are entirely responsible for all information, data text, messages and/or other materials (“Content“) that you upload, post, e-mail, transmit or otherwise make available (“Make Available“) through Subby (“Your Content“), and other users of Subby, and not Subby, are similarly responsible for all Content they Make Available through Subby.
11. No Obligation to Pre-Screen Content.
A. You acknowledge that Subby has no obligation to pre-screen Content (including but not limited to Your Content and other Content uploaded, posted, transmitted or otherwise made available by third parties on Subby), although Subby reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text or voice communications. In the event that Subby pre-screens, refuses or removes any Content, you acknowledge that Subby will do so for Subby’s benefit (as determined exclusively by Subby in its sole discretion), not yours. Without limiting the foregoing, Subby shall have the right to remove any Content that violates the Terms, violates any applicable laws, regulations or codes, or is otherwise objectionable.
12. Storage.
A. Subby has no obligation to store any of Your Content that you Make Available on Subby. Subby has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage or transmission of other communications originating with or involving use of Subby.
13. Personal Data.
A. Where Your Content contains your personal data (such as your name and voice), Subby will collect, use and disclose your personal data in compliance with all applicable personal data protection laws and our privacy policy.
14. Acceptable Use Policy.
A. As a condition of use, you agree not to use Subby for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party to) (1) take any action or (2) Make Available any Content on or through Subby that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, personal data or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without Subby’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Subby; (f) interferes with, or attempts to interfere with, the proper functioning of Subby or uses Subby in any way not expressly permitted by the Terms; or (g) attempts to engage in, or engages in, any potentially harmful acts that are directed against Subby, including but not limited to violating or attempting to violate any security features of Subby, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Subby, introducing viruses, worms, or similar harmful code into Subby, or interfering or attempting to interfere with use of Subby by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Subby.
15. Dispute Resolution - Arbitration.
A. Any claim or dispute (including whether the claims asserted are arbitrable but excluding claims for injunctive or other equitable relief as set forth below) arising out of or related to these Terms or your use of Subby shall be referred to and finally determined by binding and confidential arbitration in accordance with these Terms. If you reside in the UK, elsewhere in the EU, or Singapore, or some other jurisdiction in which these sections may not apply, please refer instead to applicable governing regulation. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA“). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules.
B. Notwithstanding the foregoing, Subby may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
C. You and Subby must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR Subby MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Subby will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) Subby also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
D. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than those types which may have been expressly allowed by the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
E. Notwithstanding the foregoing, either you or Subby may bring an individual action in small claims court. Such claims shall be exclusively brought in the state or federal courts located in Santa Clara County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Santa Clara County, California, in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within Santa Clara County, California, for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
F. With the exception of subsections above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subsection is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Subby shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Santa Clara County, California. By using the Subby in any manner, you agree to the above arbitration provision.
G. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
H. Dispute Resolution: Users in the UK, elsewhere in the EU, or Singapore. If you reside in the UK, elsewhere in the EU, or Singapore any claim or dispute arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
16. Governing Law.
A. The Terms, and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. If you reside in the UK, elsewhere in the EU, or Singapore, the Terms and any dispute or claim arising out of or in connection with them or their subject matter of formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
17. Termination.
A. Notwithstanding any of these Terms, Subby reserves the right, without notice and in its sole discretion, to terminate your license to use Subby, and to block or prevent your future access to Subby.
18. Submissions.
A. You acknowledge and agree that any questions, comments, suggestions, feedback, ideas or other information or materials regarding Subby (the “Feedback“) that is provided by you in the form of e-mail or other submissions to Subby, or any postings on Subby, are (as between you and Subby) non-confidential and shall become the sole property of Subby. Subby shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
19. Third Party Information.
A. We may hyperlink to or otherwise make third party information available on Subby. This is done solely for the purposes of convenience. We do not endorse or approve of any such third party information or such third parties. If you decide to access linked third party sites, you do so at your own risk. You should direct any concerns regarding any third party sites to the administrator of the applicable third party site. You should also refer to the separate terms of use, privacy policies, and other rules posted on the third party sites before you use them.
20. Waiver.
A. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
21. Severability.
A. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
22. Export Control.
A. You may not access, download, use or export Subby in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that Subby materials may be subject to the United States Export Administration Laws and Regulations and agree that none of the Subby or any direct product therefrom is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.
23. Entire Agreement.
A. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.
OTHER TERMS
THESE TERMS OF SERVICE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SUBBY INC. ("SUBBY") AND GOVERN YOUR USE OF THE SUBBY APP AND THE SERVICES OFFERED THROUGH IT. TO AGREE TO THESE TERMS OF SERVICE, CLICK "AGREE." IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT CLICK "AGREE," AND DO NOT USE SUBBY. YOU MUST ACCEPT AND ABIDE BY THESE TERMS OF SERVICE AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND SUBBY MAY REFUSE ACCESS TO SUBBY FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS OF SERVICE. TO THE EXTENT THAT THESE TERMS CONFLICT WITH ANY OF THE AFOREMENTIONED TERMS, THE CHOSEN INTERPRETATION IS THAT WHICH WOULD BE REASONABLY INTERPRETED TO BE IN THE BEST INTERESTS OF SUBBY.
Access. Access to Subby is provided solely as an accommodation and at Subby's sole discretion, and is available only to those persons designated by SUbby. In addition, limited access to Subby for certain purposes is available only to authorized by Subby by entering into an Agreement. Your access to particular Subby services may be further limited by Subby at Subby’s sole discretion.
System Requirements. Use of Subby may require compatible hardware (fees may apply), Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of Subby may involve hardware, software, and Internet access, your ability to use Subby may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
Confidentiality. You acknowledge that, in the course of your use of Subby, you may have access to certain information and materials that are confidential and are of substantial value to Subby, the value of which would be impaired if such information were disclosed to third parties or used for purposes other than expressly permitted by Subby ("Subby Confidential Information"). You agree to maintain any Subby Confidential Information in confidence, and not disclose or otherwise make available Subby Confidential Information to any third party without the prior written consent of Subby. In the event either party chooses not to enter into an Agreement, you agree to destroy all copies of any Subby Confidential Information in your possession, including any proposed Agreement(s).
Agreement. Your use of Subby is, if applicable, subject to confidentiality provisions. In the event of any conflict between these Terms of Service or any information provided on Subby, on the one hand, and any other provisions, on the other hand, the terms which are reasonably calculated to be most beneficial to Subby shall govern.
Your Information. You agree to provide accurate, current, and complete information required to register with Subby and at other points as may be required in the course of using Subby ("User Data"). You hereby confirm that any User Data you already have provided to Subby (including, without limitation, through prior use of Subby) has been accurate, current and complete. You further agree to maintain and update your User Data as required to keep it accurate, current, and complete.
Account and Password. As a registered user of Subby, you must establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You may not reveal your Account information to anyone else, allow anyone else to use your Account, or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Subby of any unauthorized use of your Account or any other breach of security. Subby shall not be responsible for any losses arising out of the unauthorized or other improper use of your Account.
Images. Subby may permit you to upload certain images, screenshots, and other metadata (“Licensed Application Information”) for worldwide use by Subby to display, market, or otherwise use for its purposes. Notwithstanding the terms herein, You represent and warrant that:
(i) you have cleared all worldwide rights, including, without limitation, any rights of publicity of any person depicted in the Licensed Application Information, any copyrights of photographers, artists, or other third parties, and any trademark rights in marks featured in the Licensed Application Information, that may be necessary for the use of Licensed Application Information as set forth herein and in the Agreement;
(ii) you are responsible for all worldwide royalties, fees and/or other sums (if any) payable with respect to Licensed Application Information and its use as set forth herein and in the Agreement;
(iii) the Licensed Application Information does not violate any applicable laws or regulations; and
(iv) you have the authority to make the foregoing representations and warranties on behalf of yourself and any entity on behalf of which you are uploading the Licensed Application Information.
Intellectual Property.
Acknowledgement of Ownership. You agree that Subby contains proprietary information and material that is owned by Subby and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of Subby in compliance with these Terms of Service. No portion of Subby may be reproduced in any form or by any means.
Copyrights. All copyrights in and to Subby are owned by Subby and/or its licensors.
Trademarks. Subby, the Subby logo, and other Subby trademarks, service marks, graphics, and logos used in connection with Subby are trademarks or registered trademarks of Subby Inc. in the U.S. and/or other countries. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks, except as explicitly permitted in writing by Subby.
Disclaimer of Warranties; Liability Limitations.
SUBBY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF SUBBY WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME SUBBY MAY REMOVE CERTAIN SUBBY FEATURES (OR PARTICULAR PRODUCTS OR SERVICES THEREIN) FOR INDEFINITE PERIODS OF TIME, OR CEASE TO OFFER SUBBY IN ITS ENTIRETY, AT ANY TIME, WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, SUBBY IS AT YOUR SOLE RISK. SUBBY AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH SUBBY ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
IN NO CASE SHALL SUBBY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF SUBBY OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF SUBBY, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY PRODUCT OR SERVICE, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY PRODUCT OR SERVICE, POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA SUBBY, EVEN IF ADVISED OF THEIR POSSIBILITY.
SUBBY DOES NOT REPRESENT OR GUARANTEE THAT SUBBY WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND SUBBY DISCLAIMS ANY LIABILITY RELATING THERETO.
Indemnity. BY USING THE SUBBY SERVICE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD SUBBY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THESE TERMS OF SERVICE, ANY REPRESENTATIONS OR WARRANTIES MADE BY YOU HEREIN, OR YOUR OTHER IMPROPER, UNAUTHORIZED OR UNLAWFUL USE OF SUBBY.
Notices. Subby may send you notice with respect to Subby, including without limitation by sending an email message to the email address listed in your Account contact information, by sending a letter via postal mail to the contact address listed in your Account contact information, or by a posting on Subby. Notices shall become effective immediately.
Governing Law. You expressly agree that the laws of the State of California, excluding its conflicts of law rules, govern these Terms of Service and your use of Subby, and that the exclusive jurisdiction for any proceeding relating in any way to your use of Subby will be the Northern District of California. You hereby waive the right to object to the foregoing choice of law, personal jurisdiction or venue.
This collective information constitutes the entire agreement between you and Subby governing your use of Subby, superseding any prior agreements between you and Subby. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Subby's failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. Subby will not be responsible for failures to fulfill any obligations due to causes beyond its control.