Gonebusy® Terms and Conditions

Effective Date: December 10, 2018.

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User Agreement

This Gonebusy User Agreement (“Agreement”) is made between you (either an individual or an entity, referred to herein as “you”) and Gonebusy, Inc. on behalf of itself and its affiliates (collectively, “Gonebusy”) and governs your access to and use of the Licensed Material (as defined below). All rights are hereby reserved with respect to our service marks, trademarks, logos and trade dress (“Marks”). “Site(s)” means the Site(s) located at www.gonebusy.com, any subsequent URL which may replace it, and all associated mobile site(s) and/or app(s), websites, URLs and micro sites provided by us. We offer the Site(s), including all information and services available from the Site(s), to you conditioned upon your acceptance of all the terms, conditions, policies and notices stated herein.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS LICENSE AGREEMENT. BY USING THE LICENSED MATERIAL, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE LICENSED MATERIAL. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE THAT YOU AGREE TO ITS TERMS AND CONDITIONS (“EFFECTIVE DATE”).

IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE LICENSED MATERIAL AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GONEBUSY, OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL UNDER APPLICABLE LAW.

YOU SHALL NOT USE THE SITE(S) FOR ANY ILLEGAL PURPOSES, AND YOU WILL USE IT IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. YOU SHALL NOT USE THE SITE(S) IN A WAY THAT MAY CAUSE THE SITE(S) TO BE INTERRUPTED, DAMAGED, RENDERED LESS EFFICIENT OR SUCH THAT THE EFFECTIVENESS OR FUNCTIONALITY OF THE SITE(S) IS IN ANY WAY IMPAIRED. YOU AGREE NOT TO ATTEMPT ANY UNAUTHORIZED ACCESS TO ANY PART OR COMPONENT OF THE SITE(S).

If there is anything you do not understand, please email any inquiry to legal@gonebusy.com. If at any time you did not agree to these Terms and Conditions, please do not use the Site(s).

  1. Definitions

      The following definitions apply to the entirety of this agreement:

    1. API ‒ The Gonebusy Application Programming Interface (“API”) and the related documentation, data, code, and other materials provided by Gonebusy with the API, as updated from time to time, including without limitation through the Gonebusy Website.
    2. API Key ‒ The unique identifying code granting authorization and access to use the API.
    3. Gonebusy Marks ‒ The Gonebusy name and logo that Gonebusy makes available to you.
    4. Content ‒ Activities, Services, Resources, Schedules, Bookings, User profile information, and any other data and/or information made available through the Gonebusy API or by any other means authorized by Gonebusy, and any copies and derivative works thereof. Content expressly includes any data relating to the Booking, soliciting, and managing of Activities, Services, and Resources.
    5. Licensed Material ‒ A collective term for the Gonebusy API and Content.
    6. Services ‒ Intangible products, duties, uses, or labors offered through a website using an API Key or the Gonebusy Website for which one User pays a fee to another User, at a rate set by the User providing the Service.
    7. Activities ‒ Any Resources offered free of charge, or any other event, meet-up, or organized gathering which Users can book without payment of a fee.
    8. Account Administration ‒ The access and use of the API provided to Users, the creation of Users, and the management of Users’ Content on a third party website, including the solicitation and Booking of Services or Activities using the API.
    9. Booking ‒ The commitment by a User to attend, utilize, or consume a Service or Activity at a particular time.
    10. Successful Booking ‒ The acknowledgement by the User who booked the Service and by the User providing the Service that the Service has been completed.
    11. Resources ‒ People, Places, or Things through which a Service or Activity may be provided.
    12. Schedules ‒ Time-Oriented Amalgamations of either the 1) Availability/Usage of particular Resources; or 2) A User’s availability and usage of particular Resources.
    13. Gonebusy Website ‒ Gonebusy’s website located at https://www.gonebusy.com.
    14. Partner Website - A website registered to use the Gonebusy API as an Account Manager and API User.
    15. Users ‒ An individual or entity that may Book, manage, create, advertise, and cancel schedules for Resoures, Services and Activities, through the Gonebusy website or Partner websites, who are bound to enforceable service terms with you and Gonebusy. An individual or entity may also gain access to the API and receive an API Key to then use the API on their own websites to advertise and book their own Services and Activities.
    16. Account Managers ‒ Users who gain access to the API and receive and API Key who use the API on their own websites to advertise and book the Services and Activities of others. Account Managers can create and manage Users and their respective Resources, Services, and Activities. API Users become Account Managers when they create and manage Users, but they additionally remain API Users with regard to the provision of their own services.
  2. Intellectual Property Ownership and Use
    1. You acknowledge and agree that the Marks, copyrights and any and all other intellectual property rights in all material or content contained within the Site(s) shall remain at all times vested in us or, in the cases where we are using such material or content under authority from a third party, in the owner of such material or content.
    2. We grant you the limited right to access and make use of the Site(s) as our User. However, you shall not: a) reproduce, duplicate, copy, sell or otherwise exploit the Site(s) or any image, page layout, page design, trade dress, trademark, logo or other content (“Site Content”) for any commercial purpose; b) use a robot, spider or data mining or extraction tool or process to monitor, extract or copy Site Content; c) use any meta tags, search terms, key terms, or the like that contain the Site(s)’s name or our Marks; d) engage in any activity that interferes with the Site(s) or another user’s ability to use the Site(s); e) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Site(s) and the goods or services offered on the Site(s); or f) assist or encourage any third party in engaging in any activity prohibited by these Terms of Service.
    3. You shall not use, copy, distribute, or exploit any of the Marks or Site Content in any manner without our prior written permission. You may not link to this Site from any pornographic, obscene, profane, defamatory, libelous, threatening, unlawful or other web site or material which could constitute or encourage unlawful conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or regulation. LINKING TO THE SITE(S) INDICATES THAT YOU ACCEPT THESE TERMS OF SERVICE.
    4. All Site Content and all materials and content contained within the Site(s), including but not limited to the text, graphics, logos, button icons, images, audio clips, video clips, articles, posts and data compilations appearing on the Site(s), are owned by us, or used by us under authorization, and are protected by U.S. and foreign trademark and copyright laws. No portion of the materials or content on these pages may be reprinted or republished in any form without our express written permission.
  3. License from Gonebusy
    1. Subject to the terms and conditions in this Agreement (as a condition to the grant below), Gonebusy hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicenseable, revocable license, subject to royalties as defined below, solely to:
      • Use the Gonebusy Website or a Partner Website to Book Activities and Services, create Activities, and manage your Content.
      • Use the Gonebusy API to develop and implement your Services and your website for performing Account Administration. Account Managers and API Users must consult Gonebusy API Guide for additional instructions, obligations, and rules regarding use of the Gonebusy API.
      • Allow and/or cause Users to advertise and book Activities and Services, create additional Resources, and manage their Schedules via the Gonebusy API as respectively permitted.
      • Allow an Account Manager to perform Account Administration tasks, including the management of your Services, on your behalf.
      • Use and display Gonebusy Marks and to provide a link to Gonebusy’s website for registering as Users, as set forth herein.
      • Store, collect, and use User data as permitted by agreement between you and your Users and by the Gonebusy Privacy Policy.
  4. Infringement Notice
    1. We respect the intellectual property rights of others and require that our users do the same. If you believe your work has been copied in a manner that constitutes copyright infringement, or you believe your rights are otherwise infringed or violated by anything on the Site(s), please notify us by sending an email to the following address: legal@gonebusy.com.
    2. In order for us to more effectively assist you, the notification should include all of the following:
      • A physical or electronic signature of the owner of the right claimed to be infringed or the person authorized to act on the owner’s behalf;
      • A description of the copyrighted work or other right you claim has been infringed or violated;
      • Information reasonably sufficient to locate the material in question on the Site(s);
      • Your name, address, telephone number, e-mail address and all other information reasonably sufficient to permit us to contact you;
      • A statement by you that you have a good faith belief that the disputed use is not authorized by the rightful owner, its agent or the law; and
      • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the right claimed to be infringed or violated or are authorized to act on behalf of the owner.
  5. Errors and Inaccuracies
    1. We strive to provide complete, accurate, up-to-date information on the Site(s). Unfortunately, despite those efforts, human or technological errors may occur. The Site(s) may contain typographical mistakes, inaccuracies, or omissions, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information at any time without prior notice.
  6. Bookings
    1. Bookings shall take place according to the following procedures:
      • All Users offering Services and/or Activities, and all Users booking Services and/or Activities must use the valid email they provided, and, if requesting SMS notifications, a valid mobile phone number.
    2. Process (life of a Booking)
      • Appointments made via the Gonebusy API are initiated by a User requesting to Book another User’s Service/Activity.
      • The User offering the Service/Activity will have a set amount of time to respond to the Booking request with either a Confirmation or Denial. This amount of time may vary from 5 to 60 minutes, depending on the User’s preferences. If after the allocated time the User has not responded to the Booking request, Gonebusy reserves the right to consider this a Denial of the Booking request.
      • Users offering a Service/Activity may cancel an upcoming Confirmed Appointment via the Gonebusy API at any time prior to the commencement of the Appointment.
      • Users that booked an upcoming Confirmed Appointment for an Activity may cancel at any time via the Gonebusy platform without incurring a penalty.
      • Users that booked an upcoming Confirmed Appointment for a Service may cancel at any time via the Gonebusy Platform without incurring a penalty, subject to the Service provider’s Cancellation Policy. See Cancellation Policy below.
      • After an Appointment has transpired, Gonebusy will contact the User providing a Service to ask whether the booking was Successful or the customer was a No-Show. If after 24 hours Gonebusy does not receive a reply, Gonebusy will assume the booking was Successful.
    3. Cancellation Policy. Users depend on timely Appointments in order to operate a successful business. As such, certain Users may opt to require Users making a Booking request to agree to a Cancellation Policy in order to effectively manage their business. A Cancellation Policy may require the User requesting a booking to provide a form of payment as a deposit to reserve the requested time as well as agree to not Cancel a Confirmed Appointment within a certain period of time prior to the commencement of the Appointment in order to not incur a penalty charge/forfeit of deposit.
  7. Restrictions on Use of Licensed Materials
    1. Reverse Engineering and other Limitations. You will not or attempt to (and will not allow others to) 1) reverse engineer, decompile, disassemble or translate the Gonebusy API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Gonebusy API or any portion thereof; 2) interfere with, modify, disrupt or disable features or functionality of the Gonebusy API, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Gonebusy API; 3) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party except as expressly permitted herein; 4) permit other individuals or entities to create links to the Gonebusy API or “frame” or “mirror” the Gonebusy API on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the Gonebusy API; or 5) use the Licensed Material for any illegal, unauthorized or other improper purposes.
    2. Rate Limits. You will not attempt to exceed or circumvent the limit of five (5) requests per second per API Key. If you require a higher threshold for your application, please contact the Gonebusy Sales Team at sales@gonebusy.com.
    3. Data. Your license granted pursuant to this Agreement limits your access to your Content only and Content made publicly available by other Users.
    4. Use of Gonebusy Marks. The Gonebusy Marks may not be included in or as part of your registered corporate name, any of your logos, or any of your service or product names except as contemplated by Section II(3) of this Agreement. Moreover, you may not create any derivative works of the Gonebusy Marks or use the Gonebusy Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Gonebusy. You will not otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive users of your Services. All use of the Gonebusy Marks and all goodwill arising out of such use, will inure to Gonebusy’s benefit. You shall not use the Gonebusy Marks except as expressly authorized herein without Gonebusy’s prior consent. You will not remove or alter any proprietary notices or Gonebusy Marks on the Licensed Material.
  8. Users
    1. The name and contact information provided by a User will be used by Gonebusy for all inquiries, including billing, payments, confirmation of Bookings, and any other communication necessary or related to a Users use of the Gonebusy API, Gonebusy Platform, or any other Gonebusy Content. By supplying such information, you hereby agree that the contact name and email address provided are of a person duly authorized to make decisions on behalf of the person, company, or other entity represented by the User for whom such information is provided, including but not limited to confirming Bookings, creating and managing Content, incurring expenses, authorizing payments, and/or take any other action as required or necessary for facilitating, exercising, or completing any duty, obligation, or right contemplated by this Agreement. NOTE: GONEBUSY DOES NOT STORE PERSONALLY IDENTIFIABLE INFORMATION, INCLUDING BILLING INFORMATION. ALL BILLING INFORMATION PROVIDED IS HANDLED BY A TRUSTED, THIRD PARTY WEBSITE AND GONEBUSY ONLY RETAINS INFORMATION NECESSARY TO EFFECTUATE A TRANSACTION AS AUTHORIZED PURSUANT TO THIS AGREEMENT.
    2. Users Can:
      1. Book Services and Activities
      2. Advertise Services and Activities
      3. Schedule their time
      4. Manage their Activity and Service Bookings
      5. Create additional Resources as Services or Activities
      6. Schedule time for their Resources
      7. Manage their preferences
    3. Users Must Provide:
      1. Their Name
      2. A Valid Email Address
      3. A Valid mobile number if requesting SMS notification/messaging
    4. Account Managers Can
      1. Create Users
      2. Manage Content for Users they create
      3. Book Services and Activities
      4. Advertise Services and Activities
      5. Manage their Activity and Service Bookings
      6. Create additional Resources as Services or Activities
      7. Schedule time for their Resources
      8. Access and use the Gonebusy API to perform the above through their own websites. Account Managers’ access to Content is limited to Content of Users created by Account Manager.
    5. Account Managers Must Provide
      1. Their Name
      2. A Valid email Address
      3. A Valid mobile number if requesting SMS notification/messaging
      4. The Name of their Business
      5. The Website on which they will use the Gonebusy API
      6. Payment Method Details
  9. Updates
    1. You acknowledge that Gonebusy may update or modify the Gonebusy APIs from time to time, and at its sole discretion (in each instance, an “Update”). Gonebusy will make every effort to ensure that Users are provided ample time to make changes as necessitated by Updates. Gonebusy will support deprecated versions of the API for one (1) calendar year, however, Users are encouraged to install and adopt any Updates as soon as possible. Any changes to your Services that are required as a result of such Updates are to be made at your sole cost and expense. Updates may adversely affect the manner in which your Account Administration and/or Services access or communicate with the Gonebusy API or use Content. You will not hold Gonebusy liable for any losses or damages you incur for any such disruption. Your continued access or use of the Gonebusy API following an update or modification will constitute binding acceptance of the Update.
    2. We may alter these Terms and Conditions from time to time, and your use of the Site(s) (or any part of the Site(s)) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Terms of Service have been changed. If you do not agree to any change to the Terms of Service, then you must immediately stop using the Site(s).
    3. The Site(s) is subject to constant change. You will not be eligible for any compensation because you cannot use any part of the Site(s) or because of a failure, suspension or withdrawal of all or part of the Site(s).
  10. Ownership and Feedback
    1. Ownership. The Licensed Materials are licensed, not sold, and Gonebusy retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that Gonebusy, its licensors and its end users retain all worldwide right, title and interest in and to the Licensed Material and Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty (“IP Rights”). You agree not to do anything inconsistent with such ownership, including without limitation, challenging Gonebusy’s ownership of the Gonebusy Marks, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the Gonebusy Marks during or after the termination of this Agreement, except as specifically authorized herein. If you acquire any rights in the Gonebusy Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Gonebusy, immediately assign such rights to Gonebusy.
    2. Feedback. You may provide Gonebusy with comments concerning the Licensed Material, Services, or any other item contemplated by this Agreement, or your evaluation and use thereof (collectively, “Feedback”). You hereby grant Gonebusy all rights, title, and ownership of such Feedback (including all intellectual property rights therein), and Gonebusy may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.
  11. External Sites and Resources
    1. We are not responsible for the availability of any websites owned or controlled by third-parties. We do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of any third party websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such third-party external sites or resources.
  12. Online Services
    1. The Site(s) contains or may contain various interactive portions, such as a user forum, message board or other types of interactive features that allow users to post content on our Site(s) (“Online Services”). We have no obligation to offer and/or actively monitor the Online Services, we reserve the right to do so. We are not responsible for, nor do we vouch for the accuracy of, the content of any user comments or other content that may be posted or uploaded by a user. User comments and other content posted or uploaded by a user (“User Content”) express the views and opinions of the user and do not necessarily reflect our views or opinions. We reserve the right, in our sole discretion, to edit, delete, or refuse to post User Content, for any reason whatsoever.
    2. If you believe that any User Content is inaccurate or objectionable, you should contact us by sending an email to moderator@gonebusy.com. Please provide us with detailed information about the nature and location of the alleged objectionable material so that we may easily locate and investigate the same.
  13. Termination
    1. Gonebusy may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Licensed Materials, at its sole discretion at any time, for any reason by providing notice to you. You may terminate this Agreement at any time by ceasing your access to the Gonebusy API by contacting your Account Manager and use of all Gonebusy Content. Upon termination of this Agreement, all licenses granted herein immediately expire and you must cease further use of all Licensed Materials. Any Bookings still active when this Agreement is Terminated shall be permitted to become Successful or expire. Any Successful Bookings accrued at the time of Termination and any Bookings that become Successful after Termination shall be due in the same manner contemplated under Section IV. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections IV, V, VI, VII, VIII, IX, X, and XI of this Agreement will survive the termination of this Agreement.
  14. Confidentiality
    1. You may be given access to certain non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”), which is confidential and proprietary to Gonebusy. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Gonebusy’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
    2. By using the Site(s), you agree that:
      • You will not upload, post, email or otherwise transmit any material or other content that: (i) is defamatory, libelous, disruptive, threatening, invasive of a person’s privacy, harmful, abusive, harassing, obscene, hateful, or racially, ethnically or otherwise objectionable; or that otherwise violates any law; (ii) contains software viruses or any other computer codes, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iii) infringes any person or entity’s intellectual property rights (including but not limited to, patent, trademark, trade secret, copyright or other intellectual property right).
      • You will not impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.
      • You will not repeatedly post the same or similar message (“flooding”) or post excessively large or inappropriate images or content.
      • You will not distribute or publish unsolicited promotions, advertising or solicitations for funds, goods or services, including but not limited to, junk mail, spam and chain letters.
    3. User Content may become public information, in whole or in part. You should be very careful about posting personally identifiable information such as your name, address, telephone number or email address. If you post personal information online, you may receive unsolicited messages from other users in return.
    4. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password, regardless of whether such use is authorized by you or not.
    5. If you submit any User Content, you grant to us, and any of our successors, licensees, assigns, and affiliates, a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, edit, adapt, publish, translate, create derivative works from, distribute, perform and display the User Content, and in any other media, now known or hereafter devised.
    6. If you choose to communicate or meet with other users of the Site(s), you are doing so at your own risk. We do not, and have no obligation to, verify the identity of or otherwise screen our users for any reason. You acknowledge that there are risks, including the risk of physical harm, when dealing with strangers or people acting under false pretenses. You assume all risks associated with dealing with other users with whom you may come in contact through the Site(s).
    7. The Site(s) is meant for users 16 years old and over. We will not knowingly allow any user less than 16 years of age to submit any User Content to our Site(s).
  15. Other Important Terms
    1. User Protection. You will not knowingly: 1) allow or assist any government entities, law enforcement, or other organizations to conduct surveillance on Content or obtain information on Gonebusy Users or any other Content that would require a subpoena, court order, or other valid legal process, or that would otherwise have the potential to be inconsistent with Users’ reasonable expectations of privacy; and 2) display, distribute or otherwise make available Content to any person or entity that you reasonably believe will use such data to violate the Universal Declaration of Human Rights, including without limitation Articles 12, 18, or 19. You will not conduct and your Services will not provide analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes. Exemptions to these restrictions may be requested for exigent circumstances and are subject to prior written approval from Gonebusy.
    2. Government Use. The Gonebusy API and Gonebusy Content are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Gonebusy API or Gonebusy Content by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If you use the Gonebusy API or Gonebusy Content in your official capacity as an employee or representative of a U.S., state or local government entity and you are legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by applicable law. For the purpose of this provision, contractor/manufacturer is Gonebusy, Inc., 14 E. 38th Street RM 1402, New York, NY 10016.
    3. Compliance with Laws; Export and Import. Each party will comply with all applicable foreign, federal, state, and local laws, rules and regulations. The Licensed Material is subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Licensed Material may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, including countries embargoed by the U.S. Government (currently Cuba, Iran, North Korea, Northern Sudan and Syria); or to any restricted or denied end-user including, but not limited to, any person or entity prohibited by the U.S. Office of Foreign Assets Control; or for any restricted end-use. You will maintain throughout the Term all rights and licenses that are required with respect to your Services.
    4. Warranty Disclaimer. THE LICENSED MATERIAL IS PROVIDED TO YOU “AS IS”, “WHERE IS”, WITH ALL FAULTS AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. GONEBUSY DOES NOT WARRANT THAT THE LICENSED MATERIAL OR ANY OTHER GONEBUSY PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH LICENSED MATERIAL OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
    5. Indemnification. You shall defend Gonebusy against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold Gonebusy harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of: (i) your use of the Licensed Material in any manner that is inconsistent with this Agreement; or (ii) the performance, promotion, sale or distribution of your Services. In the event Gonebusy seeks indemnification or defense from you under this provision, Gonebusy will promptly notify you in writing of the claim(s) brought against Gonebusy for which it seeks indemnification or defense. Gonebusy reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any third party agreement, which would, in any manner whatsoever, affect the rights of Gonebusy, constitute an admission of fault by Gonebusy or bind Gonebusy in any manner, without the prior written consent of Gonebusy. In the event Gonebusy assumes control of the defense of such claim, Gonebusy shall not settle any such claim requiring payment from you without your prior written approval.
    6. Limitation of Liability. IN NO EVENT WILL GONEBUSY BE LIABLE TO YOU OR ANY END USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY CASE, GONEBUSY’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $50.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    7. User Agreements. You hereby warrant that if you are a User authorizing an Account Manager to manage your Content, that you have executed any and all agreement necessary with the Account Manager to incorporate and abide by all terms and conditions of this Agreement. Likewise, if you are an Account Manager accepting the terms and conditions of this Agreement on behalf of a User, you hereby warrant that you have been duly authorized by the person, business, or other entity represented by the User to accept and effectuate the terms and conditions of this Agreement on the person, business, or entity’s behalf. Additionally, you have executed a written agreement memorializing this arrangement that also includes an agreement to indemnify waive, and limit liability for Gonebusy in the same manner as contemplated by this Agreement.
    8. Updates. Gonebusy may update or modify this Agreement, Developer Terms, and other terms and conditions, from time to time at its sole discretion by posting the changes on this site or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how your Service accesses or communicates with the Gonebusy API. If any change is unacceptable to you, your only recourse is to cease all use of the Licensed Material. Your continued access or use of the Licensed Material will constitute binding acceptance of the such updates and modifications.
  16. Investigations of Violations of These Terms
    1. We may investigate any reported violation of these Terms of Service and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, removing posted content and/or reporting any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.
  17. State-specific Notices
    1. Notice for California Users. Under California Civil Code Section 1789.3, California Website users are entitled to know that they may file grievances and complaints with: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or by email at dca@dca.ca.gov.
    2. Notice For New Jersey Users. Any disclaimer, limitation of liability, indemnification or damages provisions contained herein shall apply to New Jersey residents or New Jersey transactions only to the extent permitted by New Jersey law or New Jersey public policy.
  18. Miscellaneous
    1. This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any modification to this Agreement must be in a writing signed by both you and Gonebusy. You may not assign any of the rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether you are the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, except with the prior written consent of Gonebusy. Any attempted assignment in violation of this paragraph is null and void, and Gonebusy may terminate this Agreement. This Agreement does not create or imply any partnership, agency or joint venture. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of New York County, New York, USA, and you consent to personal jurisdiction in those courts. You further agree to reimburse Gonebusy for any costs and fees, including reasonable attorney’s fees, it expends in enforcing the terms of this agreement. Despite the foregoing, you agree that money damages would be an inadequate remedy for Gonebusy in the event of a breach or threatened breach of a provision of this Agreement protecting Gonebusy‘s intellectual property or Confidential Information, and that in the event of such a breach or threat, Gonebusy, in addition to any other remedies to which it is entitled, is entitled to such preliminary or injunctive relief (including an order prohibiting Company from taking actions in breach of such provisions), without the need for posting bond, and specific performance as may be appropriate. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Agreement, regardless of the states in which the parties do business or are incorporated. No waiver by Gonebusy of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by Gonebusy. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
    2. If any part of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from these Terms of Service and shall not affect the validity and enforceability of any of the remaining provisions of the Terms of Service.
  19. Choice of Law, Binding Arbitration Clause
    1. These Terms will be interpreted in accordance with the laws of the State of New York and the United States of America, without regard to its conflict-of-law provisions.
    2. By visiting the Site(s) or using the Services, you agree that, except as otherwise specified herein, the laws of the State of New York without regard to principles of conflict of laws, will govern any dispute of any sort that might arise between us or any of our affiliates regarding your visit and use of the Site(s) and Services.
    3. We and you agree that in the event of any dispute, the party wishing to address the dispute must contact the other party in writing, including by e-mail, and advise the other party of the dispute in reasonable detail as well as informing the other party of the remedy being sought. We may send you notices via the email address or physical address you provide to us, and all notices to us shall be sent to the following email address: legal@gonebusy.com. The parties shall then make a good faith effort to resolve the dispute before resorting to more formal means of resolution. In the event that the dispute is not resolved through this procedure, the party raising the dispute may proceed to mandatory arbitration as set forth below.
    4. ANY AND ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION. YOU HEREBY AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms, except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator, NOT a judge or jury. You agree that any dispute arising out of or relating to these Terms, including with respect to the interpretation of any provision of these Terms or other agreements between you and us, or concerning the performance or obligations of you and us, shall be resolved by mandatory and binding arbitration submitted to JAMS in accordance with its Commercial Arbitration Rules at the request of either us or you pursuant to the following conditions:
      • Place of Arbitration Hearings. Unless you elect to conduct the arbitration by telephone or written submission, an in-person arbitration hearing will conducted at a JAMS facility in your area or at a JAMS facility in New York, New York.
      • Selection of Arbitrator shall be made pursuant to JAMS’ Streamlined Arbitration Rules & Procedures or JAMS’ Comprehensive Arbitration Rules & Procedures, depending on the amount of the claim as specified herein.
      • Conduct of Arbitration. The arbitration shall be conducted by a single neutral arbitrator under JAMS’ Streamlined Arbitration Rules & Procedures. For claims exceeding $5,000.00, the arbitration shall be conducted under JAMS’ Comprehensive Arbitration Rules & Procedures Subject to the applicable JAMS procedure, the arbitrator shall allow reasonable discovery in the forms permitted by the Federal Rules of Civil Procedure, to the extent consistent with the purpose of the arbitration. The arbitrator(s) shall have no power or authority to amend or disregard any provision of this section or any other provision of these Terms of Service, except as necessary to comply with JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitration hearing shall be commenced promptly and conducted expeditiously. If more than one day is necessary, the arbitration hearing shall be conducted on consecutive days unless otherwise agreed in writing by the parties.
      • Findings and Conclusions. The arbitrator(s) shall, after reaching judgment and award, prepare and distribute to the parties written findings of fact and conclusions of law relevant to such judgment and award and containing an opinion setting forth the reasons for the giving or denial of any award. The award of the arbitrator(s) shall be final and binding on the parties, and judgment thereon may be entered in a court of competent jurisdiction.
      • Costs and Fees. You will be subject to a filing fee, set by JAMS, to initiate the arbitration. To the extent permitted by JAMS procedures, each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration, and we will remain responsible for its share of costs, expenses and fees plus any costs, expenses and fees required under JAMS procedures.
      • Litigation. The Federal Arbitration Act and federal arbitration law apply to these Terms. Either party also may, without waiving any remedy under these Terms, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy).
      • Notwithstanding the arbitration clause herein, the parties also agree that we may bring suit in a court located in New York, New York, to enjoin infringement or other misuse of our intellectual property rights.
      • Other. The Federal Arbitration Act and federal arbitration law apply to these Terms. Both you and we expressly waive any ability to maintain any class action proceedings in any forum.
  20. Class-Action Waiver
    1. Any arbitration, claim or other proceedings by or between you and us shall be conducted on an individual basis and not in any class action, mass action, or on a consolidated or representative basis. You further agree that the arbitrator shall have no authority to award class-wide relief or to combine or aggregate similar claims or unrelated transactions. You acknowledge and agree that this agreement specifically prohibits you from commencing arbitration proceedings as a representative of others. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
  21. Incorporated Terms
    1. Your use of the Licensed Material is further subject to and governed by the following terms and conditions:
    2. The Privacy Policy and API Guide are collectively referred to herein as the “Developer Terms.” You agree to the Developer Terms, which are hereby incorporated by reference and are available in hardcopy upon request to Gonebusy. In the event of a conflict between the Developer Terms and this Agreement, this Agreement shall control. None of the Developer Terms expand or extend the license to the Gonebusy API, Content or Gonebusy Marks granted in this Agreement.