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End-User License and Terms of Service

This End-User License Agreement and Terms of Service (“Agreement”) is a legal agreement for the use of products and services provided by LegitScript LLC and Fox and Geese LLC (“LegitScript,” "Fluxguard," "we," or "our"), an Oregon limited liability corporation. Additionally, Fluxguard operates under the trade names Versionista and Fluxguard, and these names may appear in connection with certain products or services. Fluxguard products and services include FathomL.com ("Fathom"), Lexicon.FathomL.com ("Fathom Lexicon"), Fluxguard.com ("Fluxguard"), DeepDiveDuck.com ("Deep Dive Duck"), NeedleX3.com ("Needle X3"), Versionista.com ("Versionista"), and any other websites, web-based applications, other materials, tools, products, services, or documentation provided by Fluxguard (collectively, “Platform Services”).

Last updated: October 2024

By accessing or using Platform Services, you agree to be legally bound by this Agreement without exception, unless you have entered into a separate written agreement with Fluxguard. If you are using Platform Services on behalf of a business or employer (you and such business or employer, collectively “User,” “you,” or “your”), you are accepting this Agreement on its behalf, and that business or employer agrees to be bound by this Agreement. If User does not agree to the terms of this Agreement, User may not use or access Platform Services.

User certifies that: (i) it is not acting on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department of the United States government; and (ii) User is not operating on behalf of, or instigating or facilitating this transaction on behalf of, any such person, group, entity or nation. Such persons, groups, entities, and nations are prohibited from utilizing our products or services. Please read this Agreement carefully. Sometimes additional terms or product requirements (such as those related to certain Platform Services configuration options) may apply. If additional terms or conditions are available with or applicable to Platform Services or any component thereof, then those additional terms become part of your agreement with Fluxguard.

DEFINITIONS

“Applicable Laws” means any applicable federal, state, local, or foreign (including transnational) law, rule, regulation, directive, administrative rule, or judicial decree (including, without limitation, laws related to unauthorized access of computers or networks, damage to computers or networks, copyrights, trademarks or trade secrets, or the privacy of individuals).

“Online Service” means any website or other Internet properties, computer, computer network, or service available online, whether operated by User, Fluxguard, or a third party.

“Content” means all information (including without limitation text, data, images, or any other content) accessed, copied, downloaded, saved, or acquired from any Online Services through Platform Services or otherwise made available to User through Platform Services.

GRANT OF LICENSE

Provided that you pay all applicable fees and other charges, Fluxguard hereby grants you a personal, revocable, non-transferable, non-assignable, non-sublicensable, and non-exclusive limited license to access and use Platform Services as expressly permitted in this Agreement. This license is for the sole purpose of enabling you to use the Platform services as intended and permitted by this Agreement.

User acknowledges that it is obtaining only a limited right to use Platform Services and that irrespective of any use of the words “purchase,” “sale,” or similar terms, no ownership rights are transferred to User under this Agreement. User agrees that Fluxguard (or its suppliers) retains all rights, title, and interest (including all intellectual property rights) in and to all Platform Services technology, code, materials, and know- how, and reserves any licenses not specifically granted in this Agreement. User acknowledges and agrees that it has no right to obtain a copy of the software behind any Fluxguard product or resulting from any Fluxguard service and that Fluxguard at its option may make updates, bug fixes, modifications, or improvements to Platform Services from time-to-time.

USE RESTRICTIONS AND LIMITATIONS

User may not interfere with, reverse engineer, decompile, disassemble, modify, or create derivative works of Platform Services. You may not use Platform Services to build a competitive product or service or copy its features or user interface.

Platform Services use proprietary technology to crawl user-specified online services on your behalf as directed by you. You may not crawl online services or use Platform Services in a manner that violates any applicable law, use restrictions, or third-party rights, or bypasses any restrictions on any online services. User agrees to defend, indemnify and hold Fluxguard harmless and acknowledges it is solely responsible for ensuring its use of Platform Services complies with all applicable laws and restrictions. Misuse of crawling technology, Platform Services, or Content may result in civil or criminal liability.

You may not use Platform Services to violate the terms of this Agreement, defraud, manipulate, or negatively impact the operation of any service whether online or otherwise, including, but not limited to, advertising networks, polling, surveys, voting systems, social networking, or governmental or non-governmental services, or in violation of applicable law.

You may not use Platform Services in a way that negatively impacts the performance or stability of any online services or could be construed as a denial of service attack.

You will not use Platform Services to:

  • Violate applicable law or a third-party's rights (including infringing copyrights or other intellectual property rights);
  • Submit excessive or unsolicited commercial messages or spam;
  • Submit malicious content or viruses;
  • Process the Content in any way that identifies an individual or household without the proper authorization and consent from the data subject;
  • Solicit sensitive information, such as login credentials or credit card numbers;
  • Harass or bully other users;
  • Post content that is hate speech, threatening, pornographic, incites violence, or contains nudity or gratuitous violence.

Unless authorized by the operator of the relevant online service, you must follow any directives (including those in robots.txt files), technical measures, restrictions, instructions, demands, letters, emails, warnings, court orders, or any other indicators reasonably known regarding crawling of any online services or information relating to individuals. If you bypass any of the foregoing, you represent and warrant that you have the necessary licenses and consents to do so. You agree to indemnify, defend, and hold harmless Fluxguard and its affiliates, directors, managers, shareholders, members, officers, employees, agents, contractors, and representatives from any third-party claims, demands, or proceedings related to your actual or alleged breach of this representation and warranty.

By using Platform Services, you represent and warrant to Fluxguard that (i) you are legally permitted to crawl each online service you direct Platform Services to crawl, and (ii) you are authorized, or legally permitted, to create and use Content. If you are no longer authorized or permitted to crawl any online service or create or use Content, you must immediately cease such activities and, if applicable, destroy the Content.

We may modify your settings or suspend or stop providing Platform Services to you with or without notice if you do not comply with this Agreement or our policies, if we are investigating suspected misconduct, or for any other reason.

Any third party software, services, or other products you use in connection with Platform Services are subject to their own terms, and we are not responsible for, and make no representations regarding, third party products.

INTELLECTUAL PROPERTY

Using Platform Services does not grant you ownership of any intellectual property rights in the Platform Services or the content you access through it, including Content. Unless otherwise agreed between you and the provider of an applicable Online Service, Content remains the property of the respective Online Service. You may only use Content from Platform Services as permitted by its owner or as allowed by law. Fluxguard may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. These Terms do not grant you the right to use any branding or logos used in Platform Services, including the Fluxguard name and logo. Do not remove, obscure, or alter any legal notices displayed in or along with Platform Services.

Platform Services display some Content that is not our own, such as content from you or third parties (collectively, "Third Party Content"). We are not responsible in any way for, and you waive all of our liability with respect to, Third Party Content. The individual or entity that makes Third Party Content available to you via Platform Services or otherwise is solely responsible for it. We may review Third Party Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content that we believe violates our policies or the law. However, we do not pre-review content, and we are not obligated to do so.

You may submit or save information, including settings, URLs, and Content, to or through Platform Services ("User Information"), and in doing so, you must follow this Agreement and the rules and policies referenced herein. You retain ownership of any intellectual property rights that you hold in User Information.

When you upload, submit, save, or otherwise share User Information to or through Platform Services, you grant us (and those we work with) a worldwide, perpetual, non- revocable, sublicensable, royalty-free right and license to use, host, store, reproduce, or modify User Information for the limited purpose of operating Platform Services (including investigating suspected misconduct).

SUPPORT

Fluxguard will make best efforts to provide support for Platform Services through email and other support channels, as specified in the user documentation or on the Fluxguard website.

FEEDBACK

If User elects to provide any suggestions, recommendations, or other feedback to Fluxguard (collectively, “Feedback”), User hereby grants Fluxguard a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however Fluxguard will not identify User as the source of the Feedback and Feedback will not reference or rely on User Information. Nothing in this Agreement limits Fluxguard’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. You are providing the Feedback “as is” without warranty of any kind. Fluxguard’s use of Feedback shall be at Fluxguard’s sole and exclusive risk, and you shall have no liability whatsoever in connection with Feedback.

RELATIONSHIP BETWEEN PARTIES

The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.

COMMUNICATIONS

In connection with your use of Platform Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications, for example, by clicking on the “unsubscribe” link in marketing emails. Please be aware that there may be a brief period before we are able to process your opt-out.

Some of Platform Services may be available on mobile devices, which may cause you to incur data charges with your wireless provider. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile features.

YOUR PLATFORM SERVICES ACCOUNTS

You need an account in order to use Platform Services. If you create your own account, you agree that all registration information you provide will be accurate and current. If your account has been provided to you by an administrator, such as your employer, different or additional terms may apply and your administrator may be able to access or disable your account. You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other endpoints that you allow to store your Platform Services password, or on which you enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, you agree that you will be solely responsible for all activities that occur under your Platform Services account, including the activities of any individual with whom you share your Platform Services account or an Activated Device.

PAYMENTS AND REFUNDS

You agree to pay all amounts owed to us for Platform Services under any terms, policies, or other written or electronic agreement we may have in place, and we may require you to maintain valid credit card or other payment account information with us in order to use Platform Services. Any failure to maintain valid, up-to-date payment information with us or to keep your payments current will constitute a material breach of these terms, for which we may suspend or terminate your access to Platform Services immediately and without notice. Interest will be charged on all unpaid delinquent amounts at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lesser. You agree to reimburse us for all collection agency fees, attorneys’ fees, and other costs we may incur to collect delinquent amounts you owe to us.

PAYMENT TERMS

Payments for Platform Services are processed through Stripe, our third-party payment processor. Customers will have their payments automatically charged through Stripe on a recurring basis according to their selected payment plan using the provided credit card, other payment methods supported by Stripe. Subscriptions will continue until the user cancels or for reasons as provided in this Agreement. Users may also request to pay via invoice, which, if Fluxguard agrees, will be generated for six (6) or twelve (12) month periods, and will be ongoing until this Agreement is Terminated. Subscriptions are not prorated, unless separately agreed by Fluxguard, and refunds for payments made to Fluxguard will not be provided.

Taxes

All fees and charges for Platform Services are exclusive of any applicable taxes or duties. As a business-to-business (B2B) service provider, Fluxguard may apply the reverse charge mechanism for Value Added Tax (VAT) purposes. It is the responsibility of the User to account for VAT or other applicable taxes in their country or jurisdiction.

Users are responsible for any taxes, duties, or other governmental charges that may be applicable to their use of Platform Services, unless we are expressly required to collect such taxes by law. Users must provide any necessary tax identification information upon request to comply with tax regulations.

Currency

All payments for Platform Services must be made in United States Dollars (USD).

Late Fees and Chargebacks

In the event of late payments, we reserve the right to charge a late fee at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Users are responsible for any fees, charges, or penalties imposed by their bank or credit card company, including chargeback fees. If a chargeback occurs, the User may be required to cover the chargeback costs, in addition to any outstanding balances on the account.

Changes to Payment Terms

Fluxguard reserves the right to change payment terms, including payment methods, fees, and charges, at any time and without prior notice. Users will be notified of any significant changes that may affect their accounts or payment obligations. Continued use of Platform Services after any changes to payment terms constitutes acceptance of the new terms.

PRIVACY

Our Privacy Policy explains how we treat your personal information and protect your privacy when you use Platform Services. By using Platform Services, you agree that we can collect, use, and share data from you as described in our Privacy Policy. In addition, our Data Processing Agreement governs the processing of personal data on behalf of our customers, which is incorporated into this Agreement by reference. We are not responsible for any information or Content collected by other users that you submit or make available via your use of Platform Services, such as through sharing login credentials. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of Platform Services. In the event of a conflict between the terms of the Privacy Policy or the Data Processing Agreement and the terms of this Agreement, the terms of this Agreement shall control.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" includes all information relating to the disclosing Party ("Discloser") or its affiliates' businesses, whether disclosed or made accessible to the other Party ("Recipient") on or after the effective date of this Agreement, regardless of the medium on which the information is stored, recorded, conveyed or communicated, whether or not in writing, oral or observable, and whether or not specifically identified as "Confidential" or "Proprietary," including: (a) cost, pricing, profit, production, forecast and other accounting, economic and financial data; (b) technical drawings, product designs, artistic and scientific data, formulas, samples, ingredients, product specifications and manufacturing know-how; (c) ideas for research and development; (d) information about Discloser's customers and suppliers; (e) personnel and human resources data, files and information; (f) business and marketing plans and strategies; (g) summaries, excerpts, compilations and notes prepared by Recipient or others related to any of the preceding information; (h) the existence of this Agreement, or the fact that there was, is or may be a business relationship or business transaction between Discloser and Recipient, and "Confidential Information" specifically includes, with respect to Fluxguard as Discloser: (i) all information provided by Fluxguard about Fluxguard's business; and (ii) all log records

and other materials generated or derived by or for Company from Confidential Information.

The term "Confidential Information" does not include information, technical data or know-how that (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Recipient prior to its receipt from the Discloser; (iii) is rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act; (iv) can be shown by documentation to have been developed by the Recipient without reference to any Confidential Information.

Each Recipient agrees: (a) that it will not disclose to any other person any Confidential Information; (b) that it will not use the Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement; (c) that all Confidential Information is the property of its owner; (d) that it will restrict disclosure Confidential Information within its own organization to employees and independent contractors with a need to know and will ensure that each such employee or independent contractor will hold the Confidential Information in confidence pursuant to this Agreement; (e) not to reproduce any Confidential Information; and (f) to promptly return, delete or destroy all Confidential Information that is located on or stored in any tangible medium, including electronically, upon the request of its discloser or the termination of this Agreement, and to deliver a certificate to the discloser signed by Recipient (or by an officer of Recipient if an entity) that Recipient has complied with its obligations under this Section.

In connection with its obligations under this Section, each Recipient will exercise the highest degree of care in safeguarding Confidential Information against theft, loss, or disclosure. Recipient will inform each of its employees and independent contractors who have access to Confidential Information of its confidential nature and of Recipient's obligations under this Agreement. Recipient will enact and adhere to reasonable standards for security and confidentiality, will take such other actions as may be necessary to ensure the Confidential Information is not used in violation of this Agreement, and will keep records sufficient to establish compliance with this Agreement. Recipient will promptly notify the Discloser of any actual or suspected unauthorized reproduction, distribution or use of Confidential Information. In the event that the Recipient becomes legally obligated to disclose Confidential Information to a court or other governmental entity with jurisdiction over it, nothing in this Agreement will be deemed to prohibit such disclosure; provided, however, that the Recipient will give the Discloser prompt written notice to allow the Discloser to seek a protective order or other appropriate remedy. Such notice shall include, without limitation, identification of the information to be so disclosed and a copy of the order. The Recipient will disclose only such information as is legally required, and the act of such disclosure will not operate to render Confidential Information non-confidential, unless the making of such required disclosure of the Confidential Information renders the Confidential Information public record.

The Parties acknowledge and agree that any breach of the terms of this Section will cause irreparable harm and damage to Fluxguard. The Parties further agree that Fluxguard shall be entitled to pursue injunctive relief to prevent breaches of this Section, and to specifically enforce the terms and provisions of this Section, in addition to any other remedy to which Fluxguard may be entitled, at law or in equity.

SERVICE CHANGES AND TERMINATION

We may add or remove functionalities or features to Platform Services, and we may suspend or stop providing Platform Services, or any part thereof, altogether, at any time, without any notice or liability. You can stop using Platform Services at any time. We may also stop providing Platform Services to you, or add or create new limits to Platform Services, at any time.

We reserve the right to pause, modify, or stop monitoring any Online Service, page, or content at any time for any reason. We reserve the right to change the terms, conditions, prices, availability, credits, or any other aspects of our subscription plans, including free plans, at any time and without notice. We reserve the right to delete or modify any Content, data, or materials associated with User’s account, including the account itself, and any associated settings, configurations, or subscriptions, at any time and for any reason.

User may terminate this Agreement at any time by canceling through Stripe or contacting Fluxgard. Users who have an ongoing subscription plan will continue to receive access until the end of that current subscription period (annual or monthly, as applicable). Unless otherwise agreed to in writing, no refunds will be provided.

Upon termination of this Agreement for any reason, User must destroy all copies of Platform Services materials in any format or media in their possession or control.

This section and the following sections shall survive any termination of this Agreement (along with any other provisions of this Agreement that by their nature are intended to survive termination): DEFINITIONS, INTELLECTUAL PROPERTY, PAYMENTS AND REFUNDS, INDEMNIFICATION, DISCLAIMERS, LIMITATION OF LIABILITY, DISPUTE RESOLUTION, ABOUT THIS AGREEMENT, and GOVERNING LAW.

FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, power shortage (including where Fluxguard ceases to be entitled to access the Internet for whatever reason), transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failure to approve) of any government or government agency (each a “Force Majeure Event(s)”. In the event of a Force Majeure Event, the affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact of the Force Majeure Event. The performance of the affected party's obligations shall be suspended during the period that the Force Majeure Event continues, and the time for performance shall be extended for a period equal to the duration of the Force Majeure Event. If the Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice to the other party.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Fluxguard, its affiliated companies, and its and their respective managers, directors, members, shareholders, officers, employees, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees), resulting from or arising out of any breach of this Agreement by User, any creation, storage, use, deletion, unauthorized processing, profiling, or distribution of Content, any breach of User’s representations and warranties in this Agreement, any illegal, malicious or unlawful uses of the Platform Services, or any crawling of any Online Services in violation of applicable Use Restrictions, including robots.txt directives, your use of Fluxguard or other Fluxguard products, and your negligent or willful misconduct.

DATA SECURITY

Fluxguard implements appropriate technical and organizational measures to protect the confidentiality, integrity, and availability of the data provided by the User while using Platform Services. These measures include data encryption, secure storage, network security, and access controls.

It is the User's responsibility to maintain the security of their account credentials and devices used to access Platform Services. Fluxguard cannot be held responsible for any unauthorized access or data breach resulting from the User's failure to protect their account credentials or devices.

DISCLAIMERS

By using our Platform Services, you agree to do so at your own risk. We provide the Platform Services "as is" without any warranties, either express or implied. Fluxguard does not guarantee an uninterrupted, non-infringing, secure, error-free, bug-free, or virus-free experience, nor do we promise to fix any detected issues. We are not responsible for any loss of data or unauthorized access to or use of Platform Services. Fluxguard cannot and does not guarantee that the information (including information obtained from third parties) is accurate, reliable, current, complete or appropriate for your needs. Due to various factors, including the inherent possibility of human and mechanical error, the accuracy, completeness, timeliness, results obtained from use, or correct sequencing of the Information, is not and cannot be guaranteed by Fluxguard or by any third parties creating or transmitting such Information.

USER ACCESSES THIS SITE AT HIS OR HER OWN RISK. THE SITE AND ALL CONTENT ON THE SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER FLUXGUARD NOR ITS AFFILIATES, EMPLOYEES, OR AGENTS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS SITE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF FLUXGUARD, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. FLUXGUARD IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE. IN NO EVENT WILL FLUXGUARD OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, OR ASSIGNS BE HELD LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL FLUXGUARD OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITE.

USER RESPONSIBILITY

You are solely responsible for determining if your use of Platform Services complies with any applicable laws or use restrictions, whether it may damage or interfere with any Online Services, or if it may result in claims or demands by any third party.

If the Content contains personal information subject to Applicable Laws, you are solely responsible for complying with those laws. Fluxguard only acts as a service provider for you, including when we provide additional services such as Professional Services, platform configuration, and other assistance in using Platform Services.

Although we strive to crawl and monitor sites on your behalf, we cannot guarantee that we will accurately record changes to monitored content, monitor Online Services, or preserve, maintain, or make available any Content, or derivative materials obtained from Online Services.

Fluxguard makes no warranties or representations as to the accuracy or legitimacy of any Third Party Content accessed through use of the Platform Services. None of the Content accessed via the Platform Services should be considered legal, compliance, financial or business advice and should not be treated or utilized as such. Fluxguard makes no representations as to the accuracy, veracity, or timeliness of the Content accessed through the Platform Services.

You, your heirs, successors, and assigns hereby forever irrevocably release, discharge, and hold harmless Fluxguard and Released Parties from any liabilities arising out of your or a third party's conduct related to the use of Platform Services.

LIMITATION OF LIABILITY

NEITHER FLUXGUARD NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED ​​THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

MODIFICATION OF AGREEMENT

Except for changes made unilaterally by Fluxguard, any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties. Any material changes to this Agreement will be effective only upon mutual agreement of both parties. If you do not agree to any proposed modification or amendment, you must notify Fluxguard in writing, and the existing Agreement shall continue to govern unless and until terminated by either party.

DISPUTE RESOLUTION

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter amicably through good faith negotiations. If the parties are unable to resolve the dispute through negotiations within thirty (30) days, either party may submit the dispute to binding arbitration.

The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Multnomah County, Oregon, unless otherwise agreed by the parties. The arbitrator(s) shall be selected by mutual agreement of the parties or, failing such agreement, in accordance with the AAA rules.

The arbitrator(s) shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees and costs from the other party.

By agreeing to arbitration, the parties understand and agree that they are waiving their rights to maintain other available resolution processes, such as a court action or administrative proceeding, to settle their disputes. This arbitration provision shall survive the termination of this Agreement.

Notwithstanding the foregoing, nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm or to preserve the status quo, pending the outcome of arbitration.

ABOUT THIS AGREEMENT

We may modify this Agreement or any additional terms that apply to a specific feature of Platform Services for any reason. You should look at this Agreement regularly and the “Last updated” date at the beginning of this Agreement. We’ll use reasonable efforts to give you notice of these modifications. By continuing to use Platform Services or a specific feature of Platform Services after we make these modifications, you agree that you will be subject to the modified Agreement or the applicable additional terms. If there is a conflict between this Agreement and any additional terms for a specific feature of Platform Services, the additional terms will control solely with respect to that feature.

You may not assign or delegate your rights or obligations relating to this Agreement or your Platform Services account without prior written consent from Fluxguard. We may assign these terms or assign or delegate any of our rights or obligations at any time. These Terms control the relationship between Fluxguard and User. They do not create any third-party beneficiary rights.

Any failure by Fluxguard to enforce any of the rights specified in this Agreement shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall retain their full force and effect.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter.

CONTACT

The contact information for our Designated Agent is: legal@legitscript.com

GOVERNING LAW

This Agreement, and any disputes arising from or relating to the interpretation, performance, or breach of this Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, United States of America, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of Oregon for the resolution of any legal disputes arising from or relating to this Agreement.

The section headings used herein are for convenience only and shall not be given any legal significance. Any rights not expressly granted herein are reserved.