SHARED2FA GENERAL TERMS OF SERVICE
Revised and Effective: September 1st, 2020
THESE GENERAL TERMS OF SERVICE (INCLUDING ALL OF OUR OTHER TERMS AND POLICIES REFERENCED HEREIN, THIS “GENERAL TOS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN US AND YOU, REGARDLESS OF YOUR CORPORATE FORM OR IF YOU ARE AN INDIVIDUAL, AND IT GOVERNS YOUR USE OF, AND DEALINGS WITH, US, ANY PRODUCTS AND/OR SERVICES WE PROVIDE OR MAKE AVAILABLE TO YOU AND OUR WEBSITES — INCLUDING OUR WEBSITE AT WWW.SHARED2FA.COM, ALONG WITH ANY OTHER WEBSITES WE OPERATE IN CONNECTION WITH OUR PRODUCTS AND SERVICES (ALL OF THE FOREGOING ARE “SHARED2FA PRODUCTS”). “We”, “us” and “our” refer to RoundSphere, LLC, a limited liability company organized under the laws of the State of Georgia, U.S.A.
YOU SHOULD READ THIS GENERAL TOS CAREFULLY AND RETAIN A COPY FOR YOUR RECORDS. THIS GENERAL TOS IS A LEGALLY-BINDING AGREEMENT THAT CONTAINS IMPORTANT TERMS THAT ARE BINDING ON YOU, INCLUDING YOUR AGREEMENT TO ARBITRATE DISPUTES, YOUR PROMISE TO INDEMNIFY US, YOUR CONSENT TO PERSONAL JURISDICTION IN THE STATE OF GEORGIA, U.S.A., YOUR RELEASE OF CERTAIN CLAIMS AND LIABILITIES AGAINST US, AND YOUR WAIVER OF YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION AGAINST US.
BY REGISTERING TO USE, LOGGING INTO, ACCESSING, OR USING THE SHARED2FA PRODUCTS, BY PURCHASING ANY SUBSCRIPTION PLANS TO THE SAME, OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THIS GENERAL TOS WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THIS GENERAL TOS; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING THIS GENERAL TOS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THIS GENERAL TOS; (D) YOU ARE AGREEING THAT THIS GENERAL TOS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO SHARED2FA PRODUCTS OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THIS GENERAL TOS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING.
IF YOU ARE ENTERING INTO THIS GENERAL TOS ON BEHALF OF A COMPANY OR OTHER LEGAL NON-PERSON ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THIS GENERAL TOS, AND REFERENCES TO “YOU” AND “YOUR” IN THIS GENERAL TOS WILL ALSO BE READ TO REFER TO THAT PERSON OR ENTITY.
IF YOU DO NOT AGREE TO THESE TERMS OR IF YOU ARE NOT AT LEAST EIGHTEEN (18) YEARS OF AGE AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US, YOU ARE PROHIBITED FROM REGISTERING FOR, LOGGING INTO, ACCESSING, OR USING THE SHARED2FA PRODUCTS.
1. ADDITIONAL TERMS FOR SHARED2FA PRODUCTS.
2. CHANGES TO GENERAL TOS.
2.2 EFFECTIVE DATE OF CHANGES. CHANGES TO THIS GENERAL TOS BECOME EFFECTIVE ON THE DATE ON WHICH WE POST THEM, WHICH IS THE DATE APPEARING NEXT TO THE LABEL “REVISED AND EFFECTIVE” AT THE TOP OF THIS GENERAL TOS (THE “TOS REVISION DATE”). YOU ARE PROVIDED LINKS TO REVIEW THE MOST CURRENT VERSION OF THIS GENERAL TOS AT ANY TIME ON OUR WEBSITE, BEFORE YOU PURCHASE A SUBSCRIPTION PLAN TO SHARED2FA PRODUCTS, AND VIA LINKS MADE AVAILABLE TO YOU BEFORE LOGGING INTO YOUR ACCOUNT TO ACCESS AND USE THE SHARED2FA PRODUCTS. REGISTERING FOR, PURCHASING SUBSCRIPTIONS TO, LOGGING INTO, ACCESSING, OR USING SHARED2FA PRODUCTS AFTER ANY TOS REVISION DATE MEANS THAT YOU ACCEPT AND AGREE TO THE CHANGES POSTED ON SUCH TOS REVISION DATE, WHICH ARE BINDING ON YOU. Without limiting the foregoing, any changes to the section titled “Dispute Resolution” do not apply to any claims or disputes of which you or we have actually notified the other on or prior to the date the change becomes effective and binding on you as described in this Section. YOU EXPRESSLY AGREE THAT CLICKING A “REMEMBER ME” OPTION OR ENABLING A SIMILAR FUNCTION TO AVOID THE NEED TO MANUALLY LOG IN CONSTITUTES YOUR LOG-IN, REVIEW, AND ACCEPTANCE OF THIS GENERAL TOS EACH TIME YOU ACCESS SHARED2FA PRODUCTS WHILE THE “REMEMBER ME” OPTION REMAINS EFFECTIVE.
2.3 Withdrawal of Acceptance. If, within ten (10) calendar days of the TOS Revision Date (the “Acceptance Withdrawal Period”), you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of the withdrawal of your acceptance in accordance with Section 18 (Notices) hereof. Upon our receipt of your written notice of the withdrawal of your acceptance, your rights to use all Shared2FA Products shall terminate immediately, we will terminate your access to same, and the provisions of Section 16.4 (Effect of Termination) shall apply hereto.
2.4 Notification of Withdrawal. You are solely responsible for properly and timely notifying us of the withdrawal of your acceptance to amendments to this General TOS within the Acceptance Withdrawal Period. IF YOU DO NOT NOTIFY US OF THE WITHDRAWAL OF YOUR ACCEPTANCE TO AMENDMENTS TO THIS GENERAL TOS WITHIN THE ACCEPTANCE WITHDRAWAL PERIOD, THEN YOU WILL BE DEEMED TO HAVE ACCEPTED THE UPDATED GENERAL TOS, WITH ALL AMENDMENTS, AND THE UPDATED TERMS SHALL CONTROL.
3. CHANGES TO SHARED2FA PRODUCTS.
3.1 Depreciation of Core Functionality. From time to time, we may delete, remove, and/or modify features and functionalities of Shared2FA Products as we deem necessary or desirable in our sole business discretion. However, if you have already prepaid fees to us and/or committed to an annual (or multi-year) Subscription Period for future use of Shared2FA Products and a deletion and/or modification removes a core functionality or an entire Module of Shared2FA Products, then you may terminate your use of the Shared2FA Products and receive a refund of a pro-rated portion of any unused prepaid fees paid to us (if any) by giving written notice to us, in accordance with Section 18 (Notices), within thirty (30) days after the core functionality was deleted, which right of termination and refund (if any) WILL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CHANGES TO THE FEATURES OR FUNCTIONALITIES OF SHARED2FA PRODUCTS. The “core functionality” of Shared2FA is to receive phone calls and text messages, and post their content to your Slack account.
3.2 New Functionality. From time to time, we may add, augment, or improve certain features, functionalities, and Modules of Shared2FA Products as we deem necessary or desirable in our sole business discretion. With respect to new or additional features and functionalities, Additional Terms and/or fees may apply to these features. If you elect to use such new features after notice of such Additional Terms and/or fees constitutes your consent to such Additional Terms and fees, which will become part of this General TOS (and if such additional terms conflict with other terms of this General TOS, they will control with respect to such new or additional features).
4. PERMISSION TO USE SHARED2FA PRODUCTS.
4.1 License to Shared2FA Products. Subject to all terms and conditions of this General TOS, including without limitation any registration requirements, the payment of all applicable charges and fees and your agreement to and compliance with any additional terms applicable to Shared2FA Products, we grant you a limited non-exclusive, personal, nontransferable, non-assignable, non-sublicenseable, revocable license, only when you are in compliance with all terms and conditions of this General TOS and this General TOS has not been terminated, to access and use available features of Shared2FA Products in accordance with all terms and conditions of this General TOS.
4.2 Restrictions on Use. You agree not to make any other use of Shared2FA Products that is not specifically permitted in this General TOS without our prior express consent in writing. Without limiting any other term of this General TOS, you agree that you will not and will cause all of Your Users to not: (i) engage in any act not expressly permitted by this General TOS, or access or use the Shared2FA Products in violation of this General TOS or in violation of any applicable laws, rules or regulations; (ii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available the Shared2FA Products or your right to access or use the Shared2FA Products to any third party in any way (unless we have given you express permission in writing to do so); (iii) copy, modify, adapt, publicly display or publicly perform or create derivative works of the Shared2FA Products or any portion thereof (including any content that is not Your Content), or decompile, reverse assemble, or otherwise reverse engineer the Shared2FA Products or any portion thereof, except to the extent as may be expressly permitted by law and authorized hereunder; (iv) attempt to gain unauthorized access to, or otherwise impair the integrity, use or security of, the Shared2FA Products or any information accessible thereby (including information of third parties) or any systems or data of us or a third party (including any online retailer or user of Shared2FA Products); or (v) use Shared2FA Products to process, store, transmit or receive any information or materials if prohibited under this General TOS, by policies of the given online retailer or by applicable laws, rules or regulations. THIS PARAGRAPH WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.
5. RESPONSIBILITY FOR YOUR USERS.
“Your User(s)” means each person or entity who accesses or uses Shared2FA Products by or through you, your account or user IDs and passwords (whether or not such access or use is authorized by you). You are responsible for all activity occurring under your account and all acts and omissions of Your Users, including for all charges under your account or incurred by Your Users. You agree that any acts or omissions of Your Users that would constitute a breach of this General TOS or failure of a condition if committed by you will be deemed to be a breach of this General TOS or failure of such condition by you, and you will be responsible and liable for all such acts or omissions. THIS SECTION WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.
6. REGISTRATION; ACCOUNT INFORMATION.
6.1 Registration. To use Shared2FA Products, you must provide all information we reasonably request to establish, register and confirm your account (for example, identification and contact information, billing and payment information) and to establish access credentials (for example, user IDs and passwords). You will ensure that all such information is kept current, complete, truthful and accurate at all times. You will keep all account information (including user IDs and passwords, and other means to access non-public portions of Shared2FA Products) confidential and disclose them only on a “need-to-know” basis.
6.2 Account Information. As part of your registration, we may require you to verify your email address. In addition, we may require you to provide or validate other information about yourself in the future, if we have a reasonable need for the information to provide Shared2FA Products or to perform under (or to exercise our rights under) the General TOS. We have the right to refuse your registration or suspend or terminate your use of Shared2FA Products if you fail to provide the requested information and to keep it current, complete, truthful and accurate at all times.
7. ELECTRONIC COMMUNICATIONS; CONNECTIVITY.
7.1 Electronic Communications. You consent to use and receipt of electronic communications and records related to your use of Shared2FA Products or your account (which communications and records may include, without limitation, notices related to Shared2FA Products requiring your attention, agreements and policies, and payment authorizations and transaction receipts or confirmations). You give us permission to provide these communications and records to you electronically instead of in paper form. You also consent to the use of electronic signatures by you and us, and such electronic signatures will be deemed to satisfy any requirement under applicable law that an agreement, or that your signature to the agreement, be in writing.
7.2 Equipment and Connectivity. Minimum hardware, software and connectivity requirements for you and Your Users to use any Shared2FA Products and make and receive electronic communications, records and signatures include: (i) a valid email address and email client; (ii) a connection to the Internet; (iii) currently-supported versions of a web browser and any necessary plug-ins; (iv) a currently-supported version of a program that accurately reads and displays PDF files, such as the current version of Adobe Acrobat Reader; (v) a computer or device and an operating system capable of supporting all of the above; and (vi) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. You are solely responsible for procuring and maintaining all such necessary hardware, software and connectivity at all times.
7.3 Technical Issues. We have NO LIABILITY for your inability to fully use any Shared2FA Product types or to receive, make or act upon such electronic communications, records or signatures if caused by (i) your failure to procure and maintain all necessary hardware, software and connectivity, (ii) any act or omission of any third party (including any provider of such hardware, software and connectivity), or (iii) your failure to keep all contact information, billing and payment information and other account-related information current, truthful, complete and accurate at all times. You may withdraw these consents by giving us notice in writing – however, IF YOU WITHDRAW YOUR CONSENT TO RECEIVE SUCH RECORDS AND NOTICES ELECTRONICALLY OR TO USE ELECTRONIC SIGNATURES, YOU WILL NO LONGER BE PERMITTED TO USE SHARED2FA PRODUCTS.
8. OUR ASSISTANCE.
From time to time, we may offer additional assistance and/or services to you in connection with your use of Shared2FA Products. If we agree to provide such assistance or services, our obligations are always subject to (i) payment of any additional fees we may require for performing such assistance or services and (ii) you providing us with any cooperation, information or materials we need to perform such services.
9. PROHIBITED ACTIVITIES, INFORMATION AND MATERIALS.
We reserve the right to, at any time, suspend or terminate your account or your use of Shared2FA Products, or refuse, delete, remove or disable access to any information or materials (including Your Content as defined elsewhere in this General TOS), WITHOUT ANY LIABILITY TO YOU, where required by applicable law, rule or regulation, or if we determine that it does not comply (or that you are not complying) in all respects with this General TOS, or if we determine, in our sole discretion, that the information or materials is unacceptable to us or could lead to liability on our part to any third party. WITHOUT LIMITING ANY OTHER TERM IN THIS GENERAL TOS, YOU SPECIFICALLY AGREE THAT YOU WILL NOT USE SHARED2FA PRODUCTS IN CONNECTION WITH ANY ACTIVITIES, OR PROVIDE US WITH, ANY INFORMATION, OR MATERIALS (INCLUDING YOUR CONTENT AS DEFINED ELSEWHERE IN THIS GENERAL TOS), THAT MEETS ANY OF THE FOLLOWING CRITERIA:
- Relates to a prohibited or non-permitted good, service or activity, as described in this General TOS;
- Is defamatory, harassing, indecent, obscene, offensive, false or misleading, threatening, abusive, invasive of privacy or hateful (as determined in our reasonable discretion);
- Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity or age;
- Does not comply (or whose processing, storage, transmission, receipt, offering, sale, import, export or transport does not comply) with all applicable laws, rules and regulations, promotes any illegal activity, or advocates, promotes or assists any unlawful act;
- Misrepresents your identity or your or your Product’s affiliation with or endorsement by any person or organization;
- Infringes or violates (or may be alleged to infringe or violate) any right of a third party (including intellectual property rights, contract rights, or privacy, publicity or other personal rights or the terms and conditions of any online retailer);
- Is subject to, or would subject us to, data privacy, import/export or other legal obligations or regulations anywhere in the world with respect to such information or material or any goods or services to which such information relates;
- Is confidential or proprietary to a third party (unless you can demonstrate to our satisfaction that you have obtained all necessary rights and consents to provide the same to us and for us to fully perform and to exercise the licenses granted in this General TOS).
- YOU AGREE AND ACKNOWLEDGE THAT IT IS OUR POLICY IN APPROPRIATE CIRCUMSTANCES TO DISABLE AND/OR TERMINATE THE ACCOUNTS OF SUBSCRIBERS OR USERS WHO ARE REPEAT INFRINGERS OR ARE THE SUBJECT OF AN UNREASONABLE NUMBER (AS DETERMINED IN OUR DISCRETION) OF NOTICES OF CLAIMED INFRINGEMENT INVOLVING US OR SHARED2FA PRODUCT(S). WE WILL HAVE NO LIABILITY TO YOU WHATSOEVER FOR OUR EXERCISE OR NON-EXERCISE OF THIS POLICY.
THIS SECTION WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.
10. PRICING AND PAYMENT.
The following pricing and payment terms apply to all Shared2FA Products:
10.1 Subscriptions. Unless otherwise expressly stipulated by us in a separate and duly-executed agreement with you, all Shared2FA Products are licensed (but not sold) to you, and are offered on a recurring subscription basis. By electing to license and use the Shared2FA Products under one of our subscription plans (each, a “Subscription Plan”), you agree to pay the Subscription Fee pursuant to the Subscription Plan that you select and that is applicable to your Sales Volume (as defined below).
10.2 Pricing and Subscription Fees. You agree to pay us all fees (the “Subscription Fees”) for your access to, and use of, the Shared2FA Products (and any associated services) that you order and purchase from us, in according with the payment terms set forth in this section. The Subscription Fees for your specific Subscription Plan generally depend upon the number of phone numbers that you provision. Our current fees are available on the product pricing page of our website, or through a personalized payment page that we send to you (or to which we otherwise provide you with personalized access). To the extent we provide the Shared2FA Products or other feature or services for which we charge a Subscription Fee that is not listed in those pricing terms, we will provide you with notice of such Subscription Fee prior to providing the feature or service (for example, by displaying the fee to you on a personalized payment acceptance web page; by displaying the fee to you, for your review and acceptance, within your designated account or portal; or otherwise, by displaying the fee at the time you are using the feature to which the fee applies, and your use of the feature to which the fee applies constitutes your consent to such fee).
10.3 Subscription Period. Each Subscription Plan that we offer shall be subject to a specific term for which such Subscription Plan will be in effect (the “Subscription Period”), and you will have the ability to select one or more Subscription Period options for your Subscription Plan. The Subscription Period for your Subscription Plan begins on the earlier of (i) the date on which we provide you with access to the Shared2FA Products (if you do not elect to use a Free Trial Subscription); (ii) the date on which your Free Trial Period to the Shared2FA Products concludes (if you elected to use a Free Trial Subscription); or (iii) the Subscription Period commencement date set forth on the personalized payment acceptance web page for your Subscription Plan that you accept (the “Subscription Start Date”). Upon conclusion of your Subscription Period then in effect, your Subscription Plan shall automatically renew for a subsequent Subscription Period equal in duration to the concluded Subscription Period, unless you elect to change, terminate, or non-renew you Subscription Plan, as provided in this General TOS. We will automatically charge you the applicable Subscription Fee for the next Subscription Period upon each renewal, pursuant to the payment terms of your Subscription Plan.
10.4 Payment of Subscription Fees. Unless otherwise expressly stipulated by us in a separate and duly-executed agreement with you, the Subscription Fees will be based upon the Subscription Period that you select, and shall be due and payable by you to us as follows:
(1) Annual Subscription Paid Annually. Unless we make available to you a different payment plan and you elect the same, the default Subscription Period shall be annual, for which the Subscription Fees are paid on an annual basis (the “Annual Payment Model”). Accordingly, pursuant to the Annual Payment Model, your payment of the annual Subscription Fees shall be due and payable in one payment, in advance, on the Subscription Start Date.
(2) Monthly Subscription Period. If you elect a month-to-month Subscription Period (if we make this option available to you), then your full payment of the Subscription Fees shall be due and payable on a monthly basis (“Month-to-Month Payment Model”). Each monthly payment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent month while your Subscription Plan is in effect. We reserve the right to amend or cancel the Month-to-Month Payment Model option for our Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.
10.5 Changes to Subscription Fees. We expressly reserve the exclusive right to make changes to the prices of any of our Subscription Plans, and to our pricing structure generally, at any time and in our sole discretion; provided however, we will provide you with at least thirty (30) days’ advance notice of any such fee or pricing policy changes in accordance with Section 18 (Notices) hereof. Notwithstanding the foregoing, however, no changes to the Subscription Fees due or payable by you will take effect during the current Subscription Period then in effect, and will only enter into effect upon the beginning of the subsequent Subscription Period.
10.6 Automatic Subscription Plan Adjustments. Your specific Subscription Fees for Subscription Plans to Shared2FA Products are generally based upon the number of phone numbers that are provisioned. We expressly reserve the right to adjusted your monthly subscription fee when you add or remove phone numbers.
10.7 Additional Payment Terms. Payment of all fees are due in advance, and we have no obligation to perform under this General TOS during any period in which all fees due have not been paid in full. If you are paying by payment card, you must provide us at all times with a valid, current payment card number and related billing information as a condition to using the Shared2FA Products, and we will automatically charge your payment card for any fees due, without the requirement of your signature or any additional action on your part. You represent that you are not a “consumer” within the meaning of the Electronic Funds Transfer Act (15 U.S.C. §1693 et seq.) or California Business and Professions Code §17600, et seq. Our fees do not include, and we are not responsible for, (i) any additional fees or charges imposed on you in connection with such payments by any financial institution, processor or intermediary, including interest charges, currency conversion fees or any processing fees, or (ii) any taxes, levies, or duties or similar amounts related to the fees or your use of Shared2FA Products. You are responsible for paying all of the foregoing, excluding only United States (federal or state) taxes based solely on our net income. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.
10.8 Free Trial. If you are a new customer, we may elect to make available to you the ability to use and evaluate Shared2FA Products at no cost (a “Free Trial Subscription”). Unless we expressly agree otherwise in writing, the period of the Free Trial shall be seven (7) days from the date on which we grant you with access to the Shared2FA Products (the “Free Trial Period”). To request and access a Free Trial subscription, we may require you to sign up for a Subscription Plan and to accept this General TOS. Further, we may require you to provide us with a valid payment card, and you expressly authorize us to charge the full amount of the Subscription Fees applicable to your Subscription Plan on the date following the conclusion of your Free Trial Period, unless you notify us of your desire to cancel your Free Trial Subscription before that date. Unless we make available to you a different payment plan and you elect the same, in advance, FOLLOWING THE CONCLUSION OF THE FREE TRIAL PERIOD, YOU WILL AUTOMATICALLY BE TRANSITIONED TO THE SUBSCRIPTION PLAN THAT YOU SELECTED. You expressly acknowledge, agree, and consent to us charging the payment card that you provide for the full amount of the Subscription Fees of your Subscription Plan. We reserve the right to limit access to Free Trial Subscriptions to only new customers who have not previously used or accessed Shared2FA Products (and who have not been granted a prior Free Trial Subscription). We further reserve the right to terminate any active Free Trial Subscriptions, and to deny Free Trial Subscriptions, to anyone, for any reason and at any time, in our sole discretion.
10.9 Special Subscription Plan. We may, from time to time, and in our sole discretion, create and offer one or more subscription types (each, a “Special Subscription Plan”) to Shared2FA Products that offer features, functionality, or levels of access that are limited, or otherwise different from, the other Shared2FA Products offered under standard Subscription Plans. Special Subscription Plans may be subject to Additional Terms and Subscription Fees that are calculated differently from those of other Subscription Plans. We will from time to time make available to you information about any such unique features, functionality, limitations, and pricing differences of any such Special Subscription Plan then available, whether on our website generally, on a dedicated page for such a plan, or as part of a personalized payment page that we send to you. We reserve the right to introduce, amend, and to discontinue any aspect of any Special Subscription Plan at any time, for any reason, with advance notice to you (or to which we otherwise provide you with personalized access).
YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS US AND OUR SUCCESSORS OR ASSIGNS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS (EACH INDIVIDUALLY AN “INDEMNITEE” AND COLLECTIVELY “INDEMNITEES”), TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSS, DAMAGE, OR HARM (INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES) SUFFERED BY ANY INDEMNITEE ARISING FROM OR IN CONNECTION WITH ANY OF THE FOLLOWING (EXCEPT TO THE EXTENT CAUSED BY OUR OWN NEGLIGENCE OR WILLFUL MISCONDUCT):
YOUR USE OF SHARED2FA PRODUCTS OR YOUR BREACH OF ANY PROVISION OF THIS GENERAL TOS; OR
ANY OF YOUR CONTENT, INCLUDING WITHOUT LIMITATION ANY CLAIM BY ANY THIRD PARTY:
UNDER ANY LAW, RULE OR REGULATION THAT WOULD TREAT US AS THE AUTHOR, CREATOR, PUBLISHER, PROMOTER, OFFEROR, IMPORTER, EXPORTER, DESIGNER, MANUFACTURER, DISTRIBUTOR OR SELLER OF YOUR CONTENT; OR
THAT YOUR CONTENT (OR THE USE OF YOUR CONTENT BY ANY INDEMNITEE IN ACCORDANCE WITH THIS GENERAL TOS) INFRINGES, VIOLATES OR MISAPPROPRIATES ANY RIGHT OF SUCH THIRD PARTY OR FAILS TO COMPLY WITH ALL APPLICABLE THIRD PARTY POLICIES, TERMS AND CONDITIONS AND ALL APPLICABLE LAWS, RULES AND REGULATIONS.
ALL INDEMNITEES ARE EXPRESSLY MADE THIRD PARTY BENEFICIARIES OF THIS SECTION. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.
YOUR USE OF SHARED2FA PRODUCTS IS AT YOUR OWN RISK. SHARED2FA PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT, EXCEPT AS SPECIFICALLY STATED IN THIS GENERAL TOS, WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO SHARED2FA PRODUCTS, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY SERVICES OR INFORMATION OBTAINED THROUGH ANY SHARED2FA PRODUCTS). WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF SHARED2FA PRODUCTS, THAT SHARED2FA PRODUCTS OR THE COMPUTING ENVIRONMENT THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT SHARED2FA PRODUCTS, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY PRODUCTS, SERVICES OR INFORMATION SENT TO, STORED BY OR OBTAINED DIRECTLY OR INDIRECTLY THROUGH SHARED2FA PRODUCTS) WILL BE ACCURATE, COMPLETE, UP-TO-DATE, SECURE, ERROR-FREE, UNINTERRUPTED, OR OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED IN THIS GENERAL TOS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON. WE MAKE NO CLAIMS THAT THE SHARED2FA PRODUCTS ARE APPROPRIATE OR COMPLIANT WITH APPLICABLE LAWS, RULES AND REGULATIONS OUTSIDE OF THE UNITED STATES OF AMERICA. IF YOU ACCESS OR USE THE SHARED2FA PRODUCTS FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES AND REGULATIONS.
13. LIMITS ON OUR LIABILITY.
THIS SECTION AND ALL OF ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.
13.1 TO THE EXTENT SHARED2FA PRODUCTS ARE PROVIDED TO YOU FOR USE AT NO CHARGE BY US (“FREE PRODUCTS”), YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, GENERAL, EXEMPLARY OR PUNITIVE) ARISING OUT OF OR IN CONNECTION WITH FREE PRODUCTS FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY. YOU AGREE THAT FREE PRODUCTS ARE BEING PROVIDED TO YOU BY US AT NO CHARGE BY US TO YOU AND AS A CONVENIENCE TO YOU AND THESE LIMITATIONS ON OUR LIABILITY ARE FAIR IN LIGHT THEREOF. SHARED2FA PRODUCTS THAT WE OFFER AT NO CHARGE DURING A TRIAL PERIOD ARE “FREE PRODUCTS” WITH RESPECT TO YOUR USE OF THEM DURING THE TRIAL PERIOD.
13.2 TO THE EXTENT THAT WE CHARGE YOU FOR ANY USE OF SHARED2FA PRODUCTS – OR TO THE EXTENT THAT THE LIMITATIONS IN THE IMMEDIATELY PRECEDING PARAGRAPH (A) ARE NOT FULLY ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS UNDER APPLICABLE LAW – THEN YOU AGREE THAT:
(1) ANY OTHER PROVISION OF THIS GENERAL TOS TO THE CONTRARY NOTWITHSTANDING, OUR MAXIMUM LIABILITY FOR ANY LOSSES OR DAMAGE FOR WHICH WE ARE FOUND LIABLE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN CONNECTION WITH THIS GENERAL TOS, ANY AGREEMENT BETWEEN YOU AND US UNDER ANY PRIOR VERSION OR INSTANCE OF THIS GENERAL TOS, OR ANY SHARED2FA PRODUCT FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, WILL BE LIMITED TO ACTUAL, DIRECT DAMAGES INCURRED BY YOU BUT IN NO EVENT WILL EXCEED, IN THE AGGREGATE FOR ALL LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THIS GENERAL TOS, ANY AGREEMENT BETWEEN YOU AND US UNDER ANY PRIOR VERSION OR INSTANCE OF THIS GENERAL TOS, OR SHARED2FA PRODUCT AT ANY TIME, THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE TOTAL FEES AND EXPENSES ACTUALLY RECEIVED BY US FROM YOU DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE ACT OR OMISSION GIVING RISE TO THE LIABILITY OCCURRED; AND
(2) WE WILL NOT BE LIABLE TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES, COVER DAMAGES, OR FOR ANY CLAIMS OR ACTIONS AGAINST YOU BY ANY THIRD PARTY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SAME. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR SPECIAL DAMAGES, GENERAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OR IMPROPER DISCLOSURE OF DATA. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR HARM OF ANY TYPE WHERE SUCH LOSS, DAMAGE OR HARM WAS CAUSED BY OR RESULTED FROM, IN WHOLE OR IN PART, ANY ACT OR OMISSION OF ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION ANY WILLFUL MISCONDUCT, ILLEGAL ACT OR NEGLIGENCE OF A THIRD PARTY OR A THIRD PARTY’S FAILURE TO FULFILL ITS OBLIGATIONS AND DUTIES UNDER APPLICABLE LAW OR UNDER ANY CONTRACT WITH YOU OR WITH US.)
13.3 ANYTHING IN THIS GENERAL TOS TO THE CONTRARY NOTWITHSTANDING, YOUR REMEDIES ARE LIMITED TO THOSE EXPRESSLY SET FORTH IN THIS GENERAL TOS. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WILL CONTINUE TO APPLY EVEN IN THE EVENT A WARRANTY OR REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO ACTION ARISING OUT OF THIS GENERAL TOS, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AGAINST US MORE THAN ONE (1) YEAR AFTER COMMISSION OF THE ACT OR OMISSION WHICH GAVE RISE TO THE CAUSE OF ACTION, DISPUTE OR CLAIM.
13.4 YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIMITATION ON OUR LIABILITY IN THIS GENERAL TOS (INCLUDING ANY PROVISION OF THIS GENERAL TOS THAT STATES WHAT WE WILL HAVE LIMITED (OR NO) LIABILITY OR RESPONSIBILITY WITH RESPECT TO THE SUBJECT MATTER OF SUCH PROVISION), CONSTITUTES YOUR AGREEMENT TO RELEASE US, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, TO THE EXTENT THAT THEY ALLEGE OR CLAIM ANY LIABILITY THAT HAS BEEN EXCLUDED OR DISCLAIMED OR THAT EXCEEDS THE AGREED-UPON LIMITATION. IN CONNECTION THEREWITH AND IN CONNECTION WITH ANY OTHER RELEASE UNDER THIS GENERAL TOS, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 13, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
13.5 THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
14. TERMINATION; EFFECT OF TERMINATION; SUSPENSION.
The term of this General TOS commences on the date you first register for, purchase subscriptions to, log into, access, or use the Shared2FA Products, or otherwise indicate your agreement to these General TOS (whichever is earlier), and shall continue in full force and effect until terminated as set forth below.
14.1 Termination by Non-Renewal. Either party may elect not to renew your Subscription Plan to the Shared2FA Products by providing notice to the other party, in accordance with Section 18 (Notices) hereof, at least thirty (30) days prior to the conclusion of the Subscription Period then in effect (a “Non-Renewal Termination”).
14.2 Termination by You. You may terminate your Subscription Plan to the Shared2FA Products effective immediately if we are found to be materially in breach of a of a material part of this General TOS, and we fail to cure such breach within sixty (60) days of receiving notice thereof from you, provided such notice is made in accordance with Section 18 (Notices) hereof. You may further terminate your Subscription Plan to the Shared2FA Products pursuant to a withdrawal of your acceptance to updates we make to this General TOS, provided however, that such termination is conducted pursuant to Section 2 (Changes to General TOS).
14.3 Termination or Suspension by Us. Notwithstanding anything in this General TOS to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your and/or any of Your Users’ access to or use of Shared2FA Products, or to terminate this General TOS, IMMEDIATELY AND WITHOUT ANY LIABILITY TO YOU in the event of (i) a breach of this General TOS by you (including failure to make any payment when due) or (ii) any act or omission of any of Your Users that (a) would constitute a violation of this General TOS if done by you or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Shared2FA Products (or the security thereof) or with any other user’s use of the Shared2FA Products (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive or abusive use of Shared2FA Products, our systems or resources. Neither termination of this General TOS or suspension of your use of the Shared2FA Product relieves you of your obligation to pay amounts due to us.
14.4 Effect of Termination. Termination of this General TOS for any reason also terminates all of your rights to use any and all Shared2FA Products. IF YOU CANCEL YOUR SUBSCRIPTION PLAN FOR CONVENIENCE BEFORE THE END OF THE CURRENT SUBSCRIPTION PERIOD, THE FEES FOR THAT SUBSCRIPTION PERIOD ARE NON-REFUNDABLE AND REMAIN DUE. Provided however, if you timely withdraw of your acceptance to amendments to this General TOS within the Acceptance Withdrawal Period, you may contact us for a prorated refund of any prepaid fees for the portion of the Subscription Period remaining after the effective date of the changes.
14.5 SURVIVAL. ANY PROVISIONS OF THIS GENERAL TOS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION) WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THIS GENERAL TOS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.
14.6 Product Discontinuation. In addition, and without limiting any other right of termination we may have, we may terminate this General TOS (or any Additional Terms) for the Shared2FA Product for convenience, by discontinuing the Shared2FA Product with advance prior notice to you, and this termination will be WITHOUT LIABILITY TO YOU, provided that, if you have prepaid fees for use of the discontinued Shared2FA Product Module beyond the date that such discontinuance becomes effective, we will refund you such unused prepaid fees, which will be your SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION OR DISCONTINUATION.
15. DISPUTE RESOLUTION.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND US HAVE AGAINST EACH OTHER ARE RESOLVED. THIS SECTION AND ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.
15.1 GOVERNING LAW. THIS GENERAL TOS WILL BE DEEMED TO HAVE BEEN MADE AND ENTERED INTO IN ATHENS, GEORGIA, U.S.A. THIS GENERAL TOS AND ANY CLAIM, ACTION, SUIT, PROCEEDING OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH, OR RELATING IN ANY WAY TO, THIS GENERAL TOS OR YOUR USE OF SHARED2FA PRODUCTS (EACH A “DISPUTE” FOR PURPOSES OF THIS SECTION AND ITS SUBSECTIONS) WILL IN ALL RESPECTS BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF GEORGIA (EXCLUDING ITS PRINCIPLES REGARDING CONFLICTS OF LAWS) AND APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA.
15.2 AGREEMENT TO ARBITRATE. YOU AND WE AGREE THAT ANY DISPUTE (INCLUDING QUESTIONS OF ARBITRABILITY) WILL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY, AND ONLY SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.
TO BEGIN AN ARBITRATION PROCEEDING, THE PARTY SEEKING ARBITRATION MUST FIRST GIVE WRITTEN NOTICE TO THE OTHER DESCRIBING THE DISPUTE(S) TO BE ARBITRATED. IF YOU AND WE ARE UNABLE TO RESOLVE THE CLAIMS AND DISPUTES DESCRIBED IN THE NOTICE WITHIN THIRTY (30) DAYS AFTER THE NOTICE IS RECEIVED BY THE OTHER PARTY, YOU OR WE MAY INITIATE ARBITRATION PROCEEDINGS WITH THE ARBITRATION ADMINISTRATOR IDENTIFIED BELOW.
THE ARBITRATION WILL BE ADMINISTERED BY HENNING MEDIATION & ARBITRATION SERVICE, INC. (“HMA”) IN ACCORDANCE WITH ITS RULES. MORE INFORMATION ABOUT HMA AND ITS RULES CAN BE FOUND AT HTTPS://WWW.HENNINGMEDIATION.COM/. THE ARBITRATION HEARING AND ALL PROCEEDINGS IN CONNECTION THEREWITH WILL TAKE PLACE IN ATLANTA, GEORGIA, U.S.A.; HOWEVER, EITHER YOU OR WE CAN CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE IF PERMITTED BY HMA’S RULES. THE ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR SELECTED BY YOU AND US FROM HMA’S PANEL OF ARBITRATORS, OR, IF YOU AND WE ARE UNABLE TO AGREE ON THE SELECTION, BY AN ARBITRATOR APPOINTED BY HMA. THE AWARD WILL BE RENDERED WITHIN THIRTY (30) DAYS OF THE CONCLUSION OF THE ARBITRATION HEARING. THE DECISION OF THE ARBITRATOR WILL BE FINAL AND BINDING ON BOTH YOU AND US, AND ANY AWARD THEREON MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION, INCLUDING PURSUANT TO THE UNITED STATES CONVENTION ON THE RECOGNITION AND ENFORCEMENT OF FOREIGN ARBITRAL AWARDS (WHERE APPLICABLE). THE ARBITRATION WILL BE CONDUCTED IN THE ENGLISH LANGUAGE. EACH OF YOU AND US WILL BEAR OUR OWN FEES AND EXPENSES OF ARBITRATION AND PARTICIPATING IN SUCH ARBITRATION, AND ALL FEES AND EXPENSES OF THE ARBITRATOR WILL BE DIVIDED EQUALLY BETWEEN YOU AND US, UNLESS OTHERWISE AGREED IN WRITING BY YOU AND US OR AWARDED BY THE ARBITRATOR.
THIS AGREEMENT TO ARBITRATE WILL NOT BE DEEMED TO PROHIBIT YOU OR US FROM APPLYING TO ANY COURT OF COMPETENT JURISDICTION, FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF ONLY, AS MAY BE NECESSARY TO PROTECT YOUR OR OUR INTELLECTUAL PROPERTY RIGHTS OR RIGHTS IN OUR CONFIDENTIAL INFORMATION, BUT ALL OTHER RELIEF SOUGHT, AND ALL OTHER DISPUTES, WILL REMAIN SUBJECT TO THIS AGREEMENT TO ARBITRATE.
15.3 WAIVER OF CLASS ACTION. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, YOU AND WE EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR RIGHTS TO BRING CLAIMS AGAINST THE OTHER AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. YOU AND WE AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
15.4 JUDICIAL FORUM FOR LEGAL DISPUTES; CONSENT TO JURISDICTION. IN THE EVENT THAT THE AGREEMENT TO ARBITRATE ABOVE IS FOUND NOT TO APPLY TO YOU OR TO A PARTICULAR DISPUTE AS A RESULT OF A DECISION BY THE ARBITRATOR OR A COURT ORDER, THEN, UNLESS YOU AND WE AGREE OTHERWISE, ANY DISPUTE THAT IS NOT SUBJECT TO THE AGREEMENT TO ARBITRATE MUST BE RESOLVED EXCLUSIVELY BY AND IN THE COURTS LOCATED IN FULTON COUNTY, GEORGIA OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION. EACH OF YOU AND US HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION AND EXCLUSIVE VENUE OF COURTS LOCATED IN FULTON COUNTY, GEORGIA OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION, FOR THE PURPOSE OF LITIGATING SUCH DISPUTES, AND WAIVES LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AS A DEFENSE. HOWEVER, THE TERMS OF THE SECTION TITLED “WAIVER OF CLASS ACTION” WILL CONTINUE TO APPLY TO SUCH LITIGATION.
We may deliver any notice required or permitted hereunder (i) via a notice appearing in your account or on the Shared2FA Products or (ii) via electronic mail to your contact information on record with us in your account information, which notice WILL be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Shared2FA Products (for example, changes to your account or billing information), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your account page to update your contact information). Otherwise, all notices to us under this General TOS (including notices of claims or disputes or to initiate arbitration) must be delivered in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return-receipt requested, or (iv) reputable national or international mail courier with proof of delivery. Our current address is:
1860 Barnett Shoals Rd
Athens, Georgia 30605
Attn: General TOS Notices
We may change this notice address by updating this General TOS or by listing a new address on the applicable Shared2FA Products or website(s) associated with them. YOU ARE RESPONSIBLE FOR MAKING SURE YOU ARE SENDING NOTICES TO OUR MOST-CURRENT ADDRESS AND FOR CONFIRMING THAT THEY HAVE BEEN RECEIVED BY US. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.
17. GENERAL TERMS.
THIS SECTION AND ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.
17.1 Force Majeure. You agree that we will have NO LIABILITY for any issues caused by causes beyond our control, including acts or omissions of third parties. Without limiting the foregoing, you agree that Shared2FA Products may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, and we will not be liable for any delays, delivery failures, or other damage resulting from such limitations, delays, and other problems.
17.2 Waiver; Amendment; Assignment. No waiver of any right or remedy by us will be valid unless in writing, and waiver of a right or remedy on one occasion by us will not be deemed a waiver of such right or remedy on any other occasion. Except as otherwise provided in this General TOS, this General TOS may not be amended or modified except by a writing signed by you and us. You may not assign this General TOS or any of your rights or obligations without our prior written consent, and any attempt to do so will be void. We may freely assign this General TOS or any of our rights or obligations (in whole or in part, including without limitation in connection with the sale, assignment or other divestiture of some or all of our assets or business that relate to all or any portion of the Shared2FA Products), and you waive notice of such assignment.
17.3 Severability. If any provision of this General TOS is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this General TOS will be valid and enforceable to the fullest extent permitted by applicable law.
17.4 Headings; Language. Section titles and headings in this General TOS are provided for convenience only and do not affect or limit the meaning or interpretation of the General TOS. The official language of this General TOS is English. In the event this General TOS is translated, the English version will control, and translations into languages other than English will not be construed as official or original versions of this General TOS. All contract interpretations, notices and dispute resolutions will be in English.
17.5 Links. If the Shared2FA Products contain links to other sites and resources provided by third parties, these links are provided for convenience only. We have no control over the contents of those sites or resources, and will have no responsibility for them and NO LIABILITY for any loss or damage that may arise from them or your use of them. If you decide to access any of the third party sites or resources linked to any part or Module of the Shared2FA Products, you do so entirely AT YOUR OWN RISK and subject to the terms and conditions of use for such sites or resources (including any applicable data privacy or security policies of such sites).
17.6 Entire Agreement. This General TOS sets forth the entire agreement and understanding between you and us pertaining to its subject matter, superseding all prior or contemporaneous discussions, agreements, promises or understandings between you and us pertaining to such subject matter. Any additional or varying terms contained in your preprinted forms, correspondence or other documents transmitted to us, will be of no effect, unless otherwise expressly provided in this General TOS, and are hereby rejected in advance.
17.7 Independent Contractors; No Other Beneficiaries. You agree and acknowledge that the relationship between you and us is that of an independent contractor, and nothing contained in this General TOS will be construed as establishing any employer/employee relationship, partnership or joint venture between you and us unless specifically stated otherwise in this General TOS. You have no authority to bind us to any legal obligation. There are no intended third-party beneficiaries of this General TOS, and nothing in this General TOS will be construed to create any rights enforceable by any person or entity other than you and us.