Date of Last Revision: July 2021
If you do not agree to be bound by this Agreement, DO NOT click “I agree” and DO NOT visit our Website, create an account, or use our Services.
PLEASE READ THIS AGREEMENT AND THE FOLLOWING TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A GOVERNING LAW CLAUSE FOR ANY DISPUTES.
- Account Eligibility, Creation, and Security. You represent and warrant that you are above the age of majority in your state of residence and that you are over the age of 13. To access and use the Website and Services, you must create a UserBit account (“Account”). In creating your Account, you agree to provide accurate, current, and complete information about yourself. You also agree to maintain the security of your Account, including by safeguarding any Account creation information, including your Account password. You agree to be fully responsible for all use of your Account and for any actions that take place using your Account. You acknowledge that Userbit will use the email address you provide to create your Account as the primary method for communication with you.
- User Rights and Obligations.
- License to User; Subscription. The User has a nonexclusive, nontransferable, limited, and revocable right to use the Website and Services as intended and in accordance with all laws, regulations, and terms of this Agreement. The User will be able to purchase a specific subscription plan to Services through their Account (a “Subscription”).
- Protection of Data. To use the Services, Users may upload to Userbit different kinds of information, data, and/or files (together as “Data”). Userbit will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Data. Userbit will not modify, disclose, or access any Data except to offer the Services as intended or upon User's specific request.
- Hosting. UserBit will use commercially reasonable efforts to make the Website and Services available on a consistent basis, excluding any planned downtime (including for updates and maintenance).
- Restrictions. You agree not to use, or authorize any other person
to use, the Website or Services:
- in any manner that is unlawful or that infringes the rights of others;
- to engage in any unauthorized or unlawful receipt, processing, transmission or storage of any Data;
- to access or use the Website or Services in any manner that is reasonably likely to damage, disable, overload, or impair the Website or Services;
- to rent, lease, sublicense, sell, transfer, assign, redistribute, host, or otherwise commercially exploit the Website or Services (excluding your Data);
- to reverse engineer, alter, modify, decompile, or extract code from the Website or Services;
- to access the Website or Services in order to build a similar or competitive product or service;
- to access (or attempt to access) the Website or Services by means other than through the interface that is provided by UserBit; and
- to circumvent, disable, or otherwise interfere with the security or functionality of the Website or Services or of features that enforce limitations on use of the Website or Services
- Intellectual Property.
- UserBit’s Intellectual Property. This Agreement does not confer any assignment of rights, title, or ownership in any of UserBit’s intellectual property, including any of the Services or the components involved therewith, and UserBit retains sole and exclusive right, title and ownership in and to all such intellectual property.
- User’s Intellectual Property. This Agreement does not confer any assignment of rights, title, or ownership in any of User’s Data processed or stored by UserBit, and User retains sole and exclusive right, title and ownership in and to all such intellectual property.
- No Intellectual Property Infringement Permitted. You may not upload, distribute, or reproduce in any way any copyrighted material, trademarks or service marks or other proprietary information owned by another party without obtaining the prior written consent of the copyright owner.
- Agreement Term and Termination.
- Term. This Agreement will remain in full force and effect while you use the Website or Services or while your Subscription is active.
- Termination by UserBit. UserBit may terminate your Account and/or Subscription for any reason, including if you violate this Agreement or are engaged in illegal or fraudulent use of our Services, at any time in its sole discretion, with or without notice.
- Termination by You. You may terminate your Account and Subscription, at any time for any reason as well, by logging into your Account and following the instructions for cancellation; alternatively, you may send us an email. An email or phone request to cancel your Account or Subscription is not a proper cancellation until you have received direct confirmation from an agent of UserBit. Once cancelled, all Data that is part of the Subscription is deleted.
- Request Data upon Termination. User shall have 30 days from any termination not for cause to request that UserBit return its Data. Any such request shall be emailed to UserBit.
- Billing and Payments. Using our Services and purchasing a Subscription requires that a
User accept UserBit’s billing policies contained herein and that accompany a User’s Subscription.
- Payment Method. UserBit will bill in accordance with your Subscription and collect payment from the method that the User provides when creating an Account or purchasing a Subscription. UserBit may use its payment processing partner, Stripe, to process payments.
- Autorenewal. Unless terminated by either party, your Subscription will be automatically extended for successive renewal periods of the same duration as the original Subscription term, at the then-current non-promotional Subscription rate (if applicable). Users must request to terminate their Subscription at least two days prior to their next Subscription renewal date in order to avoid being charged for another Subscription term. All fees charged are nonrefundable.
- Delinquent Payments: In the event any payment is past due, payment will be retried for a period of two weeks. If all retries for a payment fail, the Subscription will be cancelled and Data will be deleted.
- Disclaimers and Limitations on Liability.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF USERBIT TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THIS AGREEMENT, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE WEBSITE OR SERVICES. BY ACCESSING OR USING THE WEBSITE OR SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION.
- THE WEBSITE AND SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SAME, IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. USERBIT DOES NOT WARRANT THAT THE WEBSITE OR SERVICES, OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED THEREIN, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
- IN NO EVENT WILL USERBIT OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE OR ANY THIRD-PARTY APPLICATIONS, SOFTWARE OR CONTENT OR ANY OF THE MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE WEBSITE OR SERVICES, EVEN IF USERBIT IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, USERBIT’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR USING THE SERVICES DURING THE TERM OF THIS AGREEMENT AND IN NO CASE WILL EXCEED THE AMOUNT PAID BY YOU TO USERBIT IN THE PRECEDING 6 MONTHS. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO USERBIT FOR USE OF THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM USERBIT REGARDLESS OF THE CAUSE OF ACTION.
- Indemnity. You agree to indemnify, defend, and hold harmless UserBit and its affiliates, officers, directors, employees, agents, and representatives for damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees), arising in connection with any claim, suit, proceeding, or other action arising from your use of the Website or Services, your conduct in connection with the same, or any violation of this Agreement or of any law or the rights of any third party.
- Governing Law; Venue and Jurisdiction. While the Website and Services can be accessed in different countries all over the world, by visiting or using the Website or Services, you agree that the laws of the United States shall apply to any actions or claims arising out of or in relation to this Agreement or your use of the Website or Services, without regard to conflicts of laws principles thereof. Your further agree that the laws of the State of New York without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and UserBit or any of our affiliates. You agree not to commence or prosecute any action in connection with this Agreement other than in the state and federal courts in New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts in New York.
- Fees and Taxes. You are responsible for all carrier data plan and other fees and taxes associated with your use of the Website and Services.
- Export. You agree that you shall comply with all applicable export and import control laws and regulations in your use of the Website and Services, or materials or services received through the same, and, in particular, you shall not export or re-export anything on or received through this site in violation of local or foreign export laws and/or without all required U.S. and foreign government licenses.
- Third Party Vendors. You acknowledge and agree that UserBit may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Website and Services.
- Agreement Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from our Agreement and shall not affect the validity and enforceability of the remaining provisions
- Assignability. All of our rights and obligations under this Agreement are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner.
- No Transfers. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.
- No Beneficiary Rights. Except as specifically stated herein, this Agreement does not give any third-party beneficiary rights.
- Non-Waiver. The failure of UserBit to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.
- Questions. Any questions regarding this Agreement should be addressed to our support team by email.