Cuboh Software Inc.(“Cuboh,” “we,” “us,” or “our”) provide our Services to you subject to the following Terms of Service, which may be updated by us from time to time, without notice to you. These Terms of Service govern your access to and use of the Cuboh online order management application ("Hub") and related products, services, websites and content (collectively, the “Services”) that are provided to you by us. By browsing the public areas or by accessing and/or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Service and the terms and conditions of our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the Services.
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT PROVISIONS THAT AFFECT YOU AND YOUR USE OF THE SERVICES.
YOU REPRESENT THAT YOU ARE FULLY ABLE AND COMPETENT TO ENTER INTO AND ABIDE BY THIS AGREEMENT AND THAT YOU ARE ENTERING INTO THIS AGREEMENT IN THE COURSE OF CARRYING ON BUSINESS OR FOR BUSINESS PURPOSES (AND NOT AS A CONSUMER). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THIS AGREEMENT, IN WHICH CASE USE OF THE WORDS “YOU” OR “YOUR” IN THIS AGREEMENT SHALL ALSO REFER TO THE COMPANY OR ENTITY WHICH YOU REPRESENT OR ARE EMPLOYED BY, ITS AFFILIATES AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES.
BY INSTALLING, ACCESSING, USING OR UPDATING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT ON YOUR OWN BEHALF AND, AS APPLICABLE, ON BEHALF OF THE COMPANY OR ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT INSTALL, ACCESS, USE OR UPDATE THE SERVICES. IF YOU DO NOT AGREE TO THIS AGREEMENT YOU DO NOT HAVE ANY RIGHT TO INSTALL, ACCESS, USE OR UPDATE THE SERVICES.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
- Scope of Services. The Services provided by Cuboh, including Hub, offers tools and features aimed at assisting restaurants in streamlining and consolidating their online ordering process for orders placed by restaurant customers (“Consumers”) through certain food ordering and delivery platforms provided by third parties (“Independent Platform Providers”). You acknowledge and agree that Cuboh does not provide food ordering or delivery services and that you are solely responsible for your transactions with Consumers and Independent Platform Providers. CUBOH EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY CONSUMER ORDERS PLACED THROUGH FOOD ORDERING AND DELIVERY PLATFORMS PROVIDED BY INDEPENDENT PLATFORM PROVIDERS OR ANY FAILURE OF A CONSUMER OR AN INDEPENDENT PLATFORM PROVIDER TO FULFILL ANY OBLIGATIONS OWED TO YOU.
Registration and Account. In order to access and use the Services, you must obtain an account (“Account”) by completing the registration process designated by Cuboh. As part of the registration process, you must provide Cuboh with a range of information, including your name and the name of the company or entity which you represent or are employed by, as applicable, as well as your address, phone number, email address, subscription preferences and payment details. The information provided by you during the registration process is subject to verification by Cuboh, and Cuboh may reject your Account in its sole and complete discretion. By creating your Account, you certify that all information you provide is complete and accurate. You agree to update your information when required or requested, and you further agree not to use another person’s account without permission. You are responsible for maintaining the confidentiality of, and restricting access to, your Account and its associated password, and you agree to accept sole responsibility for all activities that occur under your Account or password. You agree to notify us immediately at support@cuboh.com or by calling Cuboh’s support line at 1-855-572-8264 of any breach of security or unauthorized use of your Account or any violation of this Agreement By others of which you are aware. - Account and Subscription Data. In order to allow you to access and use the Services, you will be required to provide certain personal information to Cuboh as outlined in Section 1 above. You consent to the collection, use and processing of this information by Cuboh for the purposes of managing your access to and use of the Services and your Account. Cuboh may use the email address you provide on your Account to communicate with you regarding your access to and use of the Services. Occasionally, you may receive newsletters and updates with information that Cuboh deems to be of interest to its customers. If you do not want to receive newsletters and updates, you may opt out (i) when registering for an Account, or (ii) by using the unsubscribe option included in such newsletters and updates. Cuboh may disclose your personal information as required by law. Cuboh may also transfer your personal information to any third party service providers that process personal information on Cuboh’s behalf and to any third party service providers that provide Third Party Applications (defined below) through the Services, including Independent Platform Providers. Some of these service providers may be located in foreign jurisdictions and your personal information may be collected, used, disclosed, stored or processed in such foreign jurisdictions and will then become subject to the legal requirements of these jurisdictions, including lawful requirements to disclose personal information to the governmental authorities in those jurisdictions. To the extent permitted by applicable law, you may request access and correction of your personal information held by Cuboh by contacting us at the email address set out below. By agreeing to this Agreement, you agree to the collection, use and disclosure of your personal information as outlined above.
- Subscriptions. Cuboh provides the Services, like Hub, on a monthly subscription basis with auto-renewing payments, as specified at https://www.cuboh.com/pricing, which are subject to change at Cuboh’s sole discretion. Cuboh agrees to provide you with access to the Services, and/or Hub, to which you have subscribed (your “Subscription”) during each monthly term of your Subscription, subject to your ongoing compliance with this Agreement. Your Subscription can be managed from your Account. Your Subscription shall renew automatically for successive one (1) month terms unless and until you provide us with notice of cancellation in accordance with Section 9 below, subject to Cuboh’s termination rights under this Agreement.
- Service Requirements. In order to access the Services, you will need access to a computer device or tablet owned or otherwise controlled by you, connected to the Internet, and compatible with the Services. You are responsible, at your expense, for procuring and maintaining such device and all telecommunications access, telephone services and other equipment, software, services and other items required to obtain the Services, including the payment of all related third party service fees, except to the extent determined by Cuboh. Cuboh is not responsible or liable for any expenses incurred by you while accessing or using the Services. Cuboh does not represent or warrant that the Services, or any portion thereof, will function on any particular hardware or devices.
- Use of the Services. You may access and use the Services only for lawful purposes and solely in accordance with this Agreement. You must not, and you must not request or authorize any other person to:
(a) use the Services for any unlawful purpose, including any fraudulent activity, or to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
(b) engage in any activities through or in connection with the Services that seek to attempt to or do harm to any individuals or entities or are unlawful, offensive, obscene, violent, threatening, harassing, or abusive, or that violate any right of any third party;
(c) access or use the Services to collect any market research for a competing businesses;
(d) distribute, copy, license, rent, sell, publish, lease, assign or otherwise transfer the Services or any features or functionality of the Services or any content or proprietary materials of Cuboh to any third party;
(e) to the maximum extent permitted by applicable law, reverse engineer, decompile, disassemble, reverse assemble, or modify any source or object code or any software or other products, services, or processes accessible through any portion of the Services;
(f) remove, alter or obscure any copyright, trademark or other intellectual property or proprietary rights notices from the Services;
(g) interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain unauthorized access to the Services, any data, files, or passwords related to the Services, computer systems or networks connected to the Services through hacking, password or data mining, or any other means;
(h) engage in any activity that interferes with a user’s access to the Services or the proper operation of the Services, or otherwise causes harm to the Services, Cuboh, a third party or other users of the Services;
(i) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Services, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
(j) interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services;
(k) harvest or otherwise collect or store any information of third parties (including personal information about other users of the Services, without the express consent of such users);
(l) use the Services or any data obtained through the Services to send any unsolicited or unauthorized advertising, solicitations, promotional materials, spam or other commercial electronic messages through the Services; or
(m) otherwise violate this Agreement or applicable law or use the Services in a way that is inconsistent with this Agreement or applicable law.
- Cuboh will delete or revoke Account access in its sole discretion, and without liability, for unacceptable or prohibited use. Cuboh may choose not to give notice or explanation of such deletion or removal. Cuboh also reserves the right to take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Services.
- Service Updates. Cuboh may, from time to time and in its sole discretion, develop and provide updates to the Services, which may include updates, upgrades, bug fixes, patches, other error corrections, and new features (collectively, the “Updates”). Updates may also modify certain features or functionalities of the Services. You acknowledge and agree that Cuboh has no obligation to provide any Updates or to continue to provide or enable any particular features or functionalities of the Services. You further acknowledge and agree that all Updates will become part of the Services and subject to all terms and conditions of this Agreement.
Some Updates may require action on your part, including, for example, downloading and installing an Update to an application. If you do not complete this action with respect to the Update, the Services may not function properly or at all. Cuboh will not be responsible or liable for any problem caused by your failure to take appropriate action with respect to an Update.
Maintenance requirements or technical difficulties may result in temporary interruptions of the Services from time to time. Cuboh reserves the right to modify or temporarily discontinue features or functionalities of the Services at any time for any reason, with or without notice. You acknowledge and agree that Cuboh will not be liable to you or to any third party for any of the direct or indirect consequences of any modification, malfunction, suspension, discontinuance or interruption of the Services. - Payments. The fees owed to us depend upon the Services ordered by you. You agree to pay all Fees to Cuboh for your Subscription and use of the Services (including all applicable taxes and other charges) on a monthly basis (each, a “Payment”). By designating a credit card or other payment method in your Account, you represent and warrant that you are authorized to use such designated payment method and you hereby authorize Cuboh (or our third party payment processor) to charge your payment method for the total amount of the Payment. You acknowledge and agree that the amount billed and charged by Cuboh may vary due to changes to your Subscription, promotional discounts, applicable taxes or other charges, and you hereby authorize Cuboh (or our third party payment processor) to charge your payment method for the corresponding amount. Cuboh reserves the right to charge interest on account of late Payments at a rate of two percent (2%) per month (twenty-four percent (24%) per annum).
You must maintain proper and complete information for a designated payment method in your Account at all times. If your designated payment method cannot be verified, is invalid or is otherwise not acceptable, your Subscription and access to the Services may be suspended or canceled. You must resolve any problem Cuboh encounters with a Payment to resume your access to and use of the Services. You may change or update payment information associated with your Account at any time by logging into your Account and editing your payment information.
If you have a question about a transaction on your credit card statement, please use the “Contact Us” section of the Website to contact customer service.
YOU ACKNOWLEDGE AND AGREE THAT THE MONTHLY PAYMENT FOR YOUR SUBSCRIPTION WILL BE AUTOMATIC AND CONTINUOUS UNTIL THE END OF YOUR SUBSCRIPTION. YOUR SUBSCRIPTION BILLING CYCLE BEGINS THE DAY OF YOUR FIRST ORIENTATION CALL WITH YOUR CUBOH REPRESENTATIVE. PURCHASES OF EACH MONTHLY TERM OF A SUBSCRIPTION ARE FINAL AND PAYMENTS CANNOT BE CANCELED OR REFUNDED. GENERALLY, NO REFUNDS ARE AVAILABLE AS PART OF ANY SUSPENSION OR DISCONTINUATION OF THE SERVICES OR SUBSCRIPTION, OR THE TERMINATION OF THESE TERMS; UNLESS, OTHERWISE GRANTED BY CUBOH IN ITS COMPLETE AND SOLE DISCRETION. CUBOH RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS MONTHLY SUBSCRIPTION FEES AND/OR ACCEPTED METHODS OF PAYMENT. CUBOH MAY NOTIFY YOU OF SUCH CHANGES BY EMAIL OR UPON LOGGING INTO THE SERVICES. TO THE EXTENT YOU DO NOT AGREE TO SUCH CHANGES, YOU MUST TERMINATE YOUR SUBSCRIPTION AND CEASE USING THE SERVICES. - Termination. You may cancel your Subscription at any time by providing notice to Cuboh through your Account or by sending an email to billing@cuboh.com. Such cancellation shall take effect immediately following the end of the monthly Subscription term in which you provide notice to Cuboh, with no proration or refunds available for amounts due prior to cancellation. For greater certainty, following your notice of cancellation, you will continue to have access to the Services through to the end of the current monthly Subscription term you have paid for, and then your Subscription will terminate automatically.
Cuboh reserves the right to cancel your Subscription or suspend your access to all or part of the Services at any time for any reason. In particular, your Subscription and access to the Services will immediately and automatically terminate without notice if you violate any provision of these Terms. You acknowledge and agree that Cuboh will not be liable to you or to any third party for any of the direct or indirect consequences of any interference with or termination of your access to the Services. Cuboh will make all decisions regarding the cancellation of your Subscription in its sole discretion. Cuboh is not required to disclose the reason for such cancellation.
In the event of the cancellation of your Subscription, (a) the terms of this Agreement (including all rights granted to you there under) shall terminate; (b) you must cease all access to and use of the Services; (c) you must delete all copies of the Services in your possession and control. Sections 9 (“Intellectual Property; Proprietary Rights”), 13 (“Use of Aggregate Data”) and 14 (“Use of Name”) will survive the termination of this Agreement for any reason.
- Intellectual Property; Proprietary Rights. You acknowledge and agree that the Services and all content, materials and information related thereto constitute valuable proprietary, confidential and trade secret information of Cuboh (collectively, “Content”). The Services are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of Canada and other countries. By agreeing to this Agreement, you acknowledge that, as between you and Cuboh, Cuboh owns and retains all rights, title and interest in and to the Content, Services, including all copyright, trademark and intellectual property rights therein, and that the only right you have is the limited right to use the Services as set forth in this Agreement. All rights in the Services not expressly granted to you are reserved by Cuboh or its licensors.
Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.
Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our trademarks, without our prior written permission specific for each such use. Use of any Cuboh trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Cuboh’s trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
- User Content. The Services include features and areas in which you may create, upload, transmit or store text, photos, videos, graphics, items or other materials (collectively, “User Content”). You acknowledge and agree that User Content may be shared and viewable by others through the Services, including Consumers and Independent Platform Providers. You are solely responsible for any User Content you provide through the Services, including the legality, reliability, integrity, accuracy and quality of such User Content. You are responsible for maintaining copies of any User Data provided to Cuboh and Cuboh expressly disclaims any and all liability for any loss or destruction of User Content. Cuboh makes no representations that it will retain any User Content or other information associated with User Content in the event that the Services (or any features or functionalities thereof) are suspended, terminated, discontinued (temporarily or permanently), or otherwise made unavailable or in the event that your Subscription is suspended or canceled, for any reason whatsoever.
Any User Content you provide remains your property. However, by providing any User Content to Cuboh, you hereby grant Cuboh a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to use, modify, copy, reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, translate and otherwise use, analyze and exploit your User Content, in any format or media now known or hereafter developed for the purposes of enabling your access to and use of the Services and for any other purpose related to provision of the Services to you.
You represent and warrant that you have all rights and title necessary to grant the licences granted in this section, that your User Content is complete and accurate, and that your User Content is not fraudulent, false, misleading, tortious or otherwise in violation of any applicable law or any right of any third party. Cuboh may, but shall not be obligated to, review, monitor or remove User Content, in Cuboh’s sole discretion and at any time for any reason, without notice to you.
- Third Party Applications; External Sites. The Services may include third party software applications, content and services (or links thereto) that are made available by third party providers, including Independent Platform Providers (collectively, “Third Party Applications”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. Because Cuboh does not control such Third Party Applications, you acknowledge and agree that Cuboh will not be responsible or liable for any Third Party Applications, including the performance, accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Applications or their use, or the use, disclosure, modification or deletion of your User Content by the providers of Third Party Applications. Cuboh has no obligation to monitor Third Party Applications and may remove or restrict access to any Third Party Application (in whole or part) from the Services at any time, without notice to you. Further, your use of Third Party Applications may be governed by additional terms and conditions that are not set forth in these Terms (for example, terms and conditions that are made available by the providers of such Third Party Applications in connection with such applications). This Agreement does not create any legal relationship between you and such providers with respect to Third Party Applications, and nothing in these Terms shall be deemed to be a representation or warranty by Cuboh with respect to any Third Party Application. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIRD PARTY APPLICATIONS IS AT YOUR OWN RISK. CUBOH EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD PARTY APPLICATIONS.
- Data Processing. The Services may allow you to provide Cuboh with information regarding Consumer orders, including personal information of Consumers, for the purposes of allowing Consumer orders to be transmitted to and processed via Third Party Applications (“Order Data”). You acknowledge and agree that any Order Data provided by you to Cuboh is processed by Cuboh on your behalf. Cuboh agrees: (i) to put in place measures to protect your Order Data against unauthorized access and accidental disclosure that are adequate in light of the sensitivity of the information; (ii) not to disclose any of your Order Data to any third party without your prior written consent; (iii) not to use any of your Order Data for any purpose except to the extent necessary to provide the Services; and (iv) not to retain any of your Order Data transmitted through the Services for longer than is required for the provision of the Services.
- Use of Aggregate Data. You acknowledge and agree that, notwithstanding anything else contained in these Terms, Cuboh may collect, use and store technical data and related information regarding your use of the Services, including technical information about the device, system and application software, and peripherals, that is gathered periodically by Cuboh to facilitate the provision of updates, support and other services related to the Services. Cuboh may also collect, use and store data collected through the Services (including Order Data) in aggregate form for analytics and market research and reporting purposes. Cuboh may use this information, as long as it is in a form that does not personally identify you or Consumers, to improve its products, services or technologies, to provide products, services or technologies, to generate market research reports or for other purposes.
- Use of Name. You acknowledge and agree that, notwithstanding anything else contained in this Agreement, Cuboh may use your name or the name of the company or entity which you represent or are employed by, as applicable, and a description of the Services provided to you in case study marketing content, lists of or references to any of Cuboh’s clients on its website or in proposals, and in other marketing materials.
- Indemnification. You agree, at your sole expense, to indemnify, defend and hold Cuboh, Cuboh’s subsidiaries, affiliates, agents, directors, officers, employees, representatives, consultants and advisers and the agents, directors, officers, employees, representatives, consultants and advisers of Cuboh’s subsidiaries and affiliates harmless from and against any and all losses, liabilities, claims, costs, fines, and damages of any type (including legal fees) arising out of or in any way related to your use of the Services or a breach of your obligations under these Terms.
- Limitation of Liability. IN NO EVENT SHALL CUBOH BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE OR SIMILAR DAMAGES OR LOSS OR ANY ACTUAL OR ALLEGED LOSS OF PROFITS, REVENUE, OPPORTUNITY, OVERHEAD, FIXED COSTS, DATA OR PRODUCT OR LOSS OF ANY CONTRACT OR COSTS OF RECOVERY OR ANY OTHER DAMAGES RELATED TO THESE TERMS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE OR OTHERWISE, AND WHETHER OR NOT CUBOH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUBOH’S LIABILITY HEREUNDER IS LIMITED TO THE TOTAL AMOUNT PAID BY YOU FOR YOUR SUBSCRIPTION IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. YOU AND CUBOH AGREE THAT SUCH LIMITS ON LIABILITY SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY TERMINATION OR EXPIRATION OF THESE TERMS.
- Limitation of Warranty and Disclaimers. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CUBOH HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
CUBOH DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FEATURES OR FUNCTIONALITIES CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.
- Amendments. Cuboh reserves the right to modify these Terms from time to time. Cuboh may give you written notice of modifications to these Terms by any reasonable manner of notice which it elects, including by posting a revised version of these Terms through the Services. Your use of the Services after the effective date of the modifications as set out in such notice will constitute your agreement to such modifications.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without reference to conflict of laws principles. Any disputes in relation to this Agreement shall be brought to the courts of competent jurisdiction of the State of California, United States.
- BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement or the Services or any other products or services provided by us (each, a “Dispute”), shall be brought, maintained, adjudicated, and determined by final, exclusive, and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”) in Los Angeles, California. Each party hereby irrevocably submits to the jurisdiction of such arbitration and irrevocably agrees to be bound by any judgment rendered thereby. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the AAA. Any court in Los Angeles, California may enforce the arbitrator’s award. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of any dispute between the parties concerning the terms and provisions of the Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. Notwithstanding the foregoing, we may bring an action for injunctive relief in any court of competent jurisdiction.
- CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
- Additional Provisions. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Payments,” “Intellectual Property; Proprietary Rights,” "Indemnification," “Limitation of Liability,” “Limitation of Warranty and Disclaimers,” “Indemnification,” “Binding Arbitration,” “Class Action Waiver,” and “Additional Provisions.”
This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Cuboh. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without Cuboh’s express prior written consent. Cuboh may assign, transfer or sublicense any or all of its rights or obligations under this Agreement without restriction. The failure of Cuboh to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit Cuboh with respect to such breach or any subsequent breaches. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” Except as expressly agreed by us and you in writing, this Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Cuboh relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Cuboh relating to such subject matter. Cuboh will not be responsible for any failure to fulfill any obligation duemto any cause beyond its control. You acknowledge that this Agreement and all documents related thereto are drafted in English at the express wish of the parties. L’utilisateur reconnaît que ces modalités et tous les documents y afférant sont rédigés en anglais à la demande expresse des parties.
- Contacting Us. Your feedback and advice about the Services and our business helps Cuboh improve. You agree that your advice or feedback is provided for free and for Cuboh to use in any way it so chooses. If you have any questions about this Agreement, please contact us at support@cuboh.com.
