Please read these ”Terms of Service” fully and carefully before using BattGO Development Kit (the ”BattGO Kit”) and any of the services, features, Content (defined below) or applications made available by BattGO App Inc. and its affiliates, (“BattGO ”, ”we”, ”us” or ”our”) in connection with the self-service version of BattGO ’s design collaboration platform (the ”Platform”) or any other BattGO services or platform that links to these Terms of Service (collectively, the ”Services”).
For clarity, these Terms of Service do not apply to any other versions of the Platform or Services, unless expressly stated by BattGO .
These Terms of Service set forth the legally binding terms and conditions for your use of the Services.
By clicking on the “Accept,” ”sign up free,” ”upgrade your plan,” or equivalent access, agreement or purchasing button, you or the company or entity that you represent (”you,” ”your,” ”yours” or ”customer”) are consenting to be bound by and are becoming a party to these Terms of Service. You are also representing and warranting that the individual clicking on the button is authorized to enter into this agreement and bind such entity. Your continued use of any portion of the services shall also constitute assent to the terms of these Terms of Service. If you are using the services on behalf of a company or other entity, then all references to ”you” or ”your” herein shall refer to both the individual and the entity.
If you do not unconditionally agree to all of the terms of these Terms of Service, you will have no right to use the Services (and you should immediately cease all such use). If these terms are considered an offer, acceptance is expressly limited to these terms to the exclusion of all other terms.
By registering for and/or using any of the Services in any manner, including visiting or browsing the BattGO Kit, you agree to these Terms of Service, and all other operating rules, policies, and procedures that we may publish from time to time through the Services, each of which is incorporated by reference, and each of which may be updated from time to time without notice to you.
Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise. Please note that if you have executed a separate written agreement with BattGO regarding your use of certain of our Services, then that agreement, and not these Terms of Service, applies to those Services. For example, if you purchased the Service under the BattGO Enterprise Terms of Service, then your use will remain covered by such terms, available here: BattGO Development Kit /enterprise-terms-of-service.
Arbitration notice and class action waiver: except for certain types of disputes described in the arbitration section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
Eligibility. Furthermore, you must be at least 18 years of age to use any Premium Services or any other portion of the Services that requires you to make any payment. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service and your use of the Services (a) are in compliance with all laws, rules and regulations applicable to you and (b) do not violate any other agreement to which you are a party. The right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
Registration and User Seats. To sign up for the Services, you must register for an account on the Services (an ”Account”). You must provide accurate and complete information for your Account. For Services licensed on a per-seat or per-member basis, access will be limited to the number of Users (defined below) for whom you have purchased seats. Unless you have purchased an Account that expressly licenses multiple User seats (e.g. a ”Team Plan”), each Account shall only be used by the individual user that registered such Account. You may never use another person’s user Account without permission from BattGO , or share your Account or access credentials with any other individual or entity. You should never publish, distribute, or post login information for your Account. ”User” means an individual (a natural human!) whom you authorize to use the Services. Users may include, for example, your employees, consultants, contractors and agents, and third parties with which you transact business. If your account expressly allows multiple User seats, then you shall designate one User for each seat you purchase (and may reassign such seat to a new individual replacing one who no longer uses the Services). A User’s access credentials may not be shared with any other individual or entity for purposes of using the Services. You are responsible for maintaining the security of your Account, passwords (including, but not limited to, administrative and user passwords). You shall be responsible for acts, omissions, or breaches hereunder by any of your Users or any other individuals using your Account or credentials for the Services. You must keep your Account information updated, and you must notify us immediately of any change in your eligibility to use the Services or breach of security or unauthorized use of your Account. Users may have the ability to invite other users to their teams, unless the applicable Account settings restrict this functionality. We will provide you with periodic updates of its list of active Users, and you may request this list from us.
Please note that if you are a User of an Account purchased by your employer or another entity, then these Terms of Service allow such person or entity to provision additional services, or to change or limit your access to the Services at any time. It is up to that person or entity to inform you of any particular rules, requirements or limitations regarding your use beyond those set forth in these Terms of Service. You agree to look solely to such person or entity regarding any dispute relating to such additional rules, requirements, or limitations.
Services. Subject to these Terms of Service, BattGO will use commercially reasonable efforts to make the Services available to you.
Content. ”Content” means information, data, text, fonts, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. As between the parties, all Content, except for Customer Data (as defined below), is owned by BattGO or its licensors. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. Subject to these Terms of Service, BattGO (i) grants to you a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use (i.e. to download and display locally) Content solely for purposes of using the Services for your internal use.
Restrictions on Use of the Services. You will not directly or indirectly:
sell, license, sublicense, distribute, copy, rent, or lease the Services, or include the Services in a service bureau, time-share outsourcing offering, or otherwise make the Services available to, or use the Services for the benefit of, any third party, or transfer any of the rights that you receive hereunder;
interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein or attempt to gain unauthorized access to the Services or its related systems or networks;
copy, modify, translate, or create derivative works based on the Services or any underlying software or any part, feature, function, or user interface thereof, including by framing (except as expressly allowed by BattGO ) or mirroring any part of any Services or any Content;
access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service;
decompile, disassemble, decipher, or reverse engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is prohibited by applicable statutory law);
remove any copyright notices, information, and restrictions contained in the Services or any Content;
bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services) or take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
use manual or automated software, devices, or other processes to ”crawl” or ”spider” any page of the BattGO Kit or Services;
Availability. We are not and will not be responsible or liable for any failure in the Platform or Services resulting from or attributable to (i) Customer Data or failures to deliver Customer Data to BattGO ; (ii) failures in any telecommunications, network or other service or equipment outside of BattGO ’s facilities; or (iii) any force majeure or other cause beyond BattGO ’s reasonable control. We do not guarantee that the Services or any Content will be available, or that any Content that is available is or will continue to be accurate. We reserve the right, but do not have any obligation, to remove, edit, modify, or block access to any Content in our sole discretion, at any time, without notice to you and for any reason (including upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service).
Limits. We may impose certain limits on the use of the Services, including usage limits for different Service plans, including without limitation the amount of Customer Data that may be stored, features that may be accessed number of users, or other rate or usage limitations at any time in our sole discretion.
Proprietary Rights. As between the parties, all right, title and interest in and to the Services and Content, and all copies, modifications and derivative works thereof is and will remain the sole and exclusive property of BattGO . Except as expressly set forth herein, no license or other right, title or interest in the Services or Content is granted by BattGO to you.
Definition. ”Customer Data” means any and all electronic data, Content, and information uploaded or submitted to the Services by you or by a third party on your behalf. You retain all of your rights to your Customer Data.
License to Customer Data. You hereby grant BattGO a non-exclusive, worldwide, royalty-free, fully paid-up right and license to use, copy, access, process, reproduce, perform, display, modify, distribute, and transmit your Customer Data in connection with the Services. You acknowledge and agree that (i) the quality of the Services and the Platform depend on the uploading or other provisioning of the Customer Data into the Platform or the Services, as applicable and (ii) BattGO will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Customer Data entered by you. Furthermore, you also hereby do and shall grant each user of the BattGO Kit and/or the Services a non-exclusive right and license to access your Customer Data posted on portions of the Services that are viewable to other users, and to use, edit, modify, reproduce, distribute, and display such Customer Data in accordance with the terms, features, and settings of the Services made available by BattGO and any additional rights and restrictions granted by you to such users.
Representations and Warranties. You represent, warrant, and covenant that (i) all Customer Data is accurate and compliant with all applicable laws, rules, and regulations; (ii) you own all rights, title, and interest in and to the Customer Data, or have otherwise secured all necessary rights in the Customer Data as may be necessary to permit the access, use, and distribution thereof as contemplated by these Terms of Service; (iii) you shall only use the Services in accordance with all applicable laws, rules, and regulations, these Terms of Service and any relevant documentation provided by BattGO and (iv) you will not, and will not permit any third party to upload, download, post, submit, provide, transmit, distribute, or otherwise make available to or through the Services any Customer Data that (A) is unlawful, infringing, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or that otherwise violates any other right of any third party, including any intellectual property, proprietary, or privacy rights, or that is otherwise inappropriate, as determined by us in our sole discretion; (B) contains any viruses, code, files, or programs designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or that is or can be otherwise malicious or disruptive
Payment; Late Fees. By signing up to receive any Premium Services, you agree to pay us, in accordance with all applicable payment terms set forth on BattGO Development Kit /plans and herein, the applicable Fees for such Premium Services;
Taxes. All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, ”Taxes”). You shall be responsible for paying all Taxes associated with the Services (without any offset or deduction to the fees paid to BattGO ) other than U.S. taxes based on BattGO ’s net income.Taxes. All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, ”Taxes”). You shall be responsible for paying all Taxes associated with the Services (without any offset or deduction to the fees paid to BattGO ) other than U.S. taxes based on BattGO ’s net income.
No Refunds. Once initiated by you, payment obligations are non-cancelable. Except as expressly set forth in these Terms of Service, BattGO will not, under any circumstances, issue refunds or pro-rate any Fees for early cancellation or termination of the Services, or for any other reason, including for any unused Services or if your actual usage of the Services falls below the purchased amount applicable to your Subscription level for the Services. Subscription quantities cannot be decreased during the relevant Subscription term.
Confidentiality. “Confidential Information” means all information disclosed by BattGO to the you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. BattGO ’s Confidential Information includes the Services and Content, as well as business and marketing plans, technology and technical information, product plans and designs, source code and business processes disclosed by BattGO . You will use a reasonable degree of care to protect the Confidential Information. You will not use any Confidential Information for any purpose outside the scope of these Terms of Service or disclose Confidential Information to any third party. You may disclose Confidential Information to the extent compelled by law, provided you give BattGO prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at BattGO ’s cost, if BattGO wishes to contest the disclosure.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
THE SERVICES AND CONTENT ARE PROVIDED ”AS IS”, ”AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
Indemnification. You are solely responsible for your conduct and your data related to the Service. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your Customer Data, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses
ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS THEN IN EFFECT, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL ”SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR WE WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THESE TERMS OF SERVICE TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within one (1) year after such claim of action arose or be forever banned.
Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of BattGO to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Open Source. The Service may contain or be distributed with open source software or other third-party software which may be covered by a different license. Notwithstanding anything to the contrary, the obligations of BattGO set forth in these Terms of Service do not extend to any open source software or such other third-party software which may be made available by BattGO , or otherwise obtained or used by you. You agree that all open source software or such other third-party software shall be and shall remain subject to the terms and conditions under which it is provided, and you shall be responsible for compliance with such terms. To the fullest extent possible, BattGO disclaims all warranties and liability regarding such open source and third-party software in accordance with the terms of these Terms of Service.
Headings; Interpretation. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation. Any use of ”including” ”for example” or ”such as” in these Terms of Service shall be read as being followed by ”without limitation” where appropriate.