Terms and Conditions
1. SCOPE AND ACCEPTANCE
Anyone who accesses or uses any part of the Platform is an “End User,” regardless of whether you are a Consumer, a Consumer’s Employee or a Suggestic Employee (defined below). The Agreement sets forth your rights and obligations as an End User with respect to your access to and use of the Platform and use of any and all information or data of any kind arising from access to, or use of, the Platform, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.
If you are accessing or using any part of the Platform on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement.
2. DESCRIPTION OF THE PLATFORM
Suggestic provides a set of tools to help End Users follow and learn about select diets and dietary programs (the “Service”). The Service is intended solely as a tool to assist you in understanding and managing nutrition and wellness related information, including researching references, diets and recipes. Suggestic makes an effort to aggregate information from third-party sources but it does not guarantee this information is right for you, accurate, complete or up to date.
In addition, the information contained in this Service should only be utilized as a reference resource. This Service does not endorse diets, interventions, restaurants, foods, drugs, diagnose patients, or recommends therapy or interventions. This Service is a reference resource designed as supplement to, and not a substitute for, the expertise, skill, knowledge, and judgement of healthcare practitioners in patient care or nutrition or food warning labels.
The absence of a warning for a given nutrient, food, allergen, restaurant, diet, intervention or combination thereof in no way should be construed to indicate that the nutrient, diet, restaurant, ingredient or combination is safe, effective, or appropriate for any given user. Suggestic does not assume any responsibility for any aspect of healthcare administered with the aid of information provided by this Service. The information contained herein is not intended to cover all possible uses, directions, precautions, warnings, food interactions, allergic reactions, or adverse effects of diets, interventions, nutrients, ingredients or adherence to diets. If you have any questions about the diet, nutrition, allergies or foods you are about to eat, please check with a healthcare professional.
3. MEMBERSHIPS AND SUBSCRIPTIONS
3.1 Becoming a Registered User
You may sign up as a registered user of the Platform free of charge (a “Registered User”). To become a Registered User you need to go to the relevant section of the Platform, then submit your email address to us, and create a username and password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your device.
By using the Platform, you warrant that:
- (i) You are legally capable of entering into binding contracts;
- (ii) All registration information you submit is truthful and accurate;
- (iii) You will maintain the accuracy of such information; and
- (iv) Your use of the Platform does not violate any applicable law or regulation.
3.2 Once a Registered User
You are responsible for maintaining the confidentiality of your account, password and other Personal Information and for restricting access to your device to further help protect such information. You are responsible for updating your Personal Information.
3.3 Use of Suggestic by Minors
You must be 18 years of age, or the age of majority in your province, territory or country, to sign up as a registered user of the Platform.
3.4 As a Registered User
As a Registered User you will receive access to certain sections, features and functions of the Platform that are not available to non-registered users. By agreeing to become a Registered User you opt-in to receiving occasional offers, marketing, survey and Platform-related communication emails and notifications. You can easily unsubscribe from Suggestic’s commercial emails by following the opt-out instruction in these emails. Suggestic memberships and subscriptions are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
Suggestic Registered Users may use the Platform in two ways: (i) As a "Basic" User: a free-of-charge access that gives limited access to “non-premium” content and features.
(ii) As a “Premium” User via a Paid Subscription: a fee-based subscription, which gives access to all content including and beyond the "Basic” content. You may have access to a free trial period of the subscription program in accordance with certain promotional offers. All subscription services provide access through the Platform. You can become a subscriber by purchasing a subscription to the Platform from the Website, within the Apps, where allowed by the App marketplace partners, or through a bundle with one or more of our bundle subscription partners. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If you purchase a subscription through the Google Play store, the sale is final and we will not provide a refund.
Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds. If you purchase through one or more of our bundle subscription partners, the purchase may be further subject to the Terms and Conditions of such partners, and payment and management of the bundle subscription may be administered by them.
Suggestic offers monthly, quarterly and annual subscription options. For the purposes of our monthly, quarterly and yearly subscriptions, a month constitutes 30 calendar days, a quarter constitutes 90 calendar days, and a year constitutes 365 calendar days.
Our “Monthly” subscription is paid in monthly installments. For each month that your monthly subscription is active, you acknowledge and agree that Suggestic is authorized to charge the same credit card as was used for the initial subscription fee or other payment method (“Payment Method”) in the amount of the then current monthly subscription fee. The monthly renewal subscription fees will continue to be billed to the Payment Method you provided, automatically until cancelled. You must cancel your subscription before it renews each month in order to avoid billing of the next month’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period.
Our “Quarterly” subscription is paid for by an upfront one-off payment with an automatic quarterly renewal. You acknowledge and agree that Suggestic is authorized to charge the Payment Method used for the initial quarterly subscription fee at the rate secured at the time of purchase, and the renewal subscription fee(s) at the effective rate in effect at the time of any such renewal. You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.
Our “Yearly” subscription is paid for by an upfront one-off payment with an automatic annual renewal. You acknowledge and agree that Suggestic is authorized to charge the Payment Method used for the initial annual subscription fee at the rate secured at the time of purchase, and the renewal subscription fee(s) at the effective rate in effect at the time of any such renewal. You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.
You may cancel automatic renewals of your subscription at any time by emailing firstname.lastname@example.org. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, you may only cancel automatic renewals by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify. If you purchase a subscription through the Google Play store you may cancel automatic renewals in account
settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play. If you purchase a subscription through a bundle subscription partner, you may cancel according to the process outlined by the bundle subscription partner.
You agree to promptly notify Suggestic of any changes to the Payment Method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by you.
In the course of your use of the Platform, Suggestic and its third party payment service provider may receive and implement updated credit card information from your credit card issuer in order to prevent your subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to Suggestic and its third party payment service provider at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.
Our obligation to provide the Platform only comes into being when we take receipt of your payment, and we confirm your purchased subscription to you by email. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Products purchased through Suggestic for commercial purposes.
3.6 Changing Fees and Charges
We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to the Platform. We will notify you at least 30 calendar days in advance of any such change. If you do not agree to the change, you may cancel your membership or subscription in your account settings or by emailing email@example.com.
3.7 Cancellation of Services
You may cancel a subscription at any time. Cancellation is effective at the end of the applicable period. Please make any such cancellation by emailing firstname.lastname@example.org.
Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, you may cancel your subscription by cancelling automatic renewal of paid In App Subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify. If you purchase a subscription through the Google Play store you may cancel
automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play. We may suspend or terminate your use of the Platform as a result of your fraud or breach of any obligation under these Terms and Conditions. Such termination or suspension may be immediate and without notice. A breach of these Terms and Conditions, includes without limitation, the unauthorized copying or download content from the Platform.
3.8 Promotion Codes
Any promotion code or offer provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Platform, except where expressly stated otherwise. Previous users or trial users of the Platform do not qualify as new users. No promotion code or discount will apply to corporate or other group subscriptions. Unless otherwise set forth in the terms of any promotion, all pricing promotions or discounts will apply to the initial period of the subscription, and any renewals will be charged at the rate in effect at the time of renewal for the type of subscription purchased.
We reserve complete discretion with respect to the operation of the Platform, and the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Platform at any time.
5.2 Termination by Suggestic.
Suggestic may terminate this Agreement by written notice if any of the following occurs: (i) Customer fails to pay within no more than 10 business days after written notice of nonpayment any undisputed amounts owed Suggestic; or (ii) except as set forth in (i), Customer is in material breach of this Agreement, which is not cured within 30 days after written notice of such breach; or (iii) Customer files for or is adjudicated bankrupt or suffers any other analogous event.
5.3 Termination by Customer.
Customer may terminate this Agreement upon the occurrence of the following: (i) Suggestic is in material breach of this Agreement, which is not cured within 30 days after written notice of such breach; (ii) Suggestic files for or is adjudicated bankrupt or suffers any other analogous event; or (iii) five (5) or more failures of Suggestic to abide by terms set forth in Exhibit B, Service Level Agreement, in any 30-day period.
5.4 Effect of Termination.
Upon the effective date of expiration or termination of this Agreement: (i) all outstanding SOWs, and access to Suggestic Technology will automatically terminate; (ii) all outstanding payment obligations of Customer become due and payable immediately; and (iii) Customer has 30 days to request return of Customer Data (after which time, Suggestic has no further obligation to store or permit retrieval of such data). After such time has elapsed, Suggestic will delete all Customer Personally Identifiable Data from its files, unless an extension has been agreed to by the Parties. At no time will ownership of Customer Data revert to Suggestic. The following provisions will survive the expiration or termination of this Agreement for any reason: Sections 2.1 (Restrictions), 3 (Ownership; Data), 5.4 (Effect of Termination), 6 (Confidentiality), 7 (Indemnification), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), and 10 (General).
We disclaim—and you release us from any claims regarding—errors, inaccuracies, and omissions of the Platform, specifically regarding (though not in any way limited to) information provided to us by End Users. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Suggestic makes no guarantees whatsoever as to the completeness, timeliness, correctness, or accuracy of the materials or data available through the Platform. If you believe any portion of the Platform includes an error or inaccuracy, please notify us.
7. PERMITTED USE
Certain materials provided through the Platform may be protected by intellectual property laws, including but not limited to copyright laws. You expressly acknowledge and agree that the content accessible through the Platform that is not expressly designated as being provided by another End User is the property of Suggestic and its content providers, and Suggestic and its content providers retain all right, title, and interest in the content.
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Platform and related materials solely for your own use. Except as expressly provided, all rights are reserved. You are permitted to download, install, and use the Mobile App solely to access and use the other parts of the Platform in compliance with the Agreement. You are responsible for downloading the correct Mobile App for your device and for verifying the compatibility of the Mobile App with your device. In connection with the use of the Platform, you may not:
(a)alter or modify any part of the Platform, or make any electronic reproduction, adaptation, distribution, performance, or display of the Platform or related materials, other than as reasonably necessary solely to use the Platform for its intended purpose;
(b)reverse engineer or access the Website or Mobile App in order to develop a competitive product or service or develop a product or service using similar ideas, functionality, or content as that embodied in the Platform.
(c)sell, rent, lease, transfer, distribute, broadcast, display, provide or otherwise assign to any third party any rights to any part of the Platform, or related materials;
(d)remove or modify any proprietary notice or labels associated with any part of the Platform, or related materials, including author attribution and copyright notices, or use any of Suggestic’s trademarks as meta-tags on any other website;
(e)use the Platform for any non-authorized commercial purpose or any illegal purpose, including without limitation to victimize, harass, degrade, or intimidate an individual or group of individuals for any reason or to solicit or offer services for illegal activities;
(f)copy, mirror, modify, erase, or damage any information contained on computer servers used or controlled by Suggestic or any third party;
(g)use any part of the Platform to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable, or use any data mining, robots, or similar data gathering and/or extraction tools in connection with any part of the Platform;
(h)access or use the Platform from any Internet Service Provider (ISP) account, access point, or network that you are not authorized to use;
(i)access or use any password-protected, secure, or non-public areas of the Platform, except as specifically authorized in writing by Suggestic;
(j)disclose or fail to protect the confidentiality of your account credentials, including your password;
(k)impersonate or misrepresent your affiliation with any person or entity;
(l)use any automated means to access or use any part of the Platform, including scripts, bots, scrapers, data miners, or similar software, or display the Platform, or portions thereof, in things (e.g., framing, scraping, etc.), without Suggestic’s express permission;
(m) attempt to or actually disrupt, impair, interfere with, alter, or modify any part of the Platform, or any information, data, or materials published and/or displayed by Suggestic;
(n)access data through the Platform not intended for you;
(o)attempt to probe, scan, or test the vulnerability of any part of the Platform or breach any implemented security or authentication measures, regardless of your motives or intent;
(p)attempt to interfere with or disrupt access to or use of any part of the Platform by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; or
(q)post any content to the Platform that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have
to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to the Agreement, including Suggestic’s rules and policies.
Suggestic reserves the right to cancel an account, refuse End User registration, or deny access to the Platform, at our discretion and for any reason, including any breach of the Agreement.
8. THIRD PARTIES AND THIRD PARTY PROPERTIES
At this time the Platform is solely for the restricted uses described above. In the future, the Platform may refer you to a third party (including, for example, another End User) (“Third Party”) such as a government website. Suggestic does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any content or services provided by Third Parties, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Third Parties. Suggestic makes no representations about the Third Parties identified through the Platform, whether in public, private, or offline interactions. Suggestic cannot confirm that each Third Party is who s/he claims to be. When interacting with Third Parties, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you do not know. NEITHER SUGGESTIC NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY THIRD PARTY, INCLUDING ANY END USERS OF THE SERVICE.
In the future, the Platform may refer you to physical venues, geographical sites, websites on the Internet, and/or products or services that are owned, under the control of, or maintained by a third party (including, for example, another End User) (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by Suggestic of any such Third Party Properties. You acknowledge that Suggestic is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that Suggestic is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. Suggestic does not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to through the Platform, you do so at your own risk.
9. AVAILABILITY OF THE PLATFORM
It is not possible to operate the Platform with 100% guaranteed uptime. Suggestic will make reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Platform. In addition, Suggestic reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Platform, with or without notice.
You agree that Suggestic shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Platform.
10. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM ARE AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. SUGGESTIC DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PLATFORM; AND (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. SUGGESTIC MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. SUGGESTIC ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
11. RELEASE AND LIMITATION OF LIABILITY
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE END USERS, YOU RELEASE SUGGESTIC (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL SUGGESTIC OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY,
NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE PLATFORM; OR (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM, OR ANY PORTION THEREOF, EVEN IF SUGGESTIC OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SUGGESTIC, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY VIOLATION OF THIS AGREEMENT AND ANY ACTIVITY RELATED TO YOUR USE OF THE PLATFORM.
You agree that Suggestic may, in its sole discretion and without prior notice, terminate your access to or use of any of the Platform or any part of the Platform at any time and for any reason, with or without cause. You also agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to Suggestic for which monetary damages would be inadequate. You consent to Suggestic’s obtaining any injunctive or equitable relief that Suggestic deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Suggestic may have at law or in equity.
At any time and in Suggestic’s sole discretion, we may add, delete, or modify the Agreement or any part of the Platform. We will use commercially reasonable efforts to publish to you any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at this URL. Should you deem any such addition, deletion, or modification to the Agreement unacceptable, you shall stop accessing and using the Platform. All changes to the
Agreement shall be effective immediately.
14.2 Applicable Law
Any action related to the Agreement will be governed by the laws of the state of California without regard to the choice or conflicts of law provisions of any jurisdiction.
14.3 Dispute Resolution and Arbitration
Suggestic intends to resolve any and all disputes that may arise between it and its End Users in a cost-effective and non-disruptive manner, preferably without the time and expense of formal dispute resolution procedures. Toward this end, you agree to the following dispute resolution procedure.
If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Suggestic in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Suggestic shall respond within ten (10) business days with identical information from its perspective. You and a representative of Suggestic shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and Suggestic mutually deem necessary or desirable thereafter, in an attempt to resolve the dispute.
If, within sixty (60) days of the first communication, you and Suggestic fail to resolve the dispute, either party may submit the dispute to binding arbitration. Arbitration proceedings will be administered by the American Arbitration Association (AAA), or such other administrator as the parties may mutually agree upon, provided that Suggestic will have the right to petition any court of competent jurisdiction for the entry of injunctions and orders for specific performance relating to any alleged violation of intellectual property rights. You agree that you will not bring or be a party to any class-action lawsuit against Suggestic.
Notwithstanding the foregoing, this section shall not limit the right of any party to obtain provisional or ancillary remedies, including injunctive relief, attachment or the appointment of a receiver, from a court of competent jurisdiction, whether before, after, or during the pendency of any dispute resolution process, arbitration, or other proceeding. The exercise of any such remedy will not waive the right of any party to compel arbitration. You agree that you will not bring or be a party to any class-action lawsuit against Suggestic.
14.4 End User Submissions and End User’s Grant of Limited Licensed
In operating the Platform, Suggestic does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through
the Platform, our mail and email addresses, or in any other way, except if the information or material is related to the End User’s use of the Platform, such as the input hours worked. Any information or material submitted or sent to Suggestic will be deemed not to be confidential or secret. By submitting or sending information or other material to Suggestic you represent and warrant that the information is accurate, truthful and original to you and that no other party has any rights to the material.
14.5 Force Majeure
In the event Suggestic’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Suggestic, Suggestic shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.
If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.
No action arising out of this Agreement or your access to or use of the Platform, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
If Suggestic does take any legal action against you as a result of your violation of the Agreement, Suggestic will be entitled to recover from you, and you agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Suggestic. You agree that Suggestic will not be liable to you or to any third party for termination of your access to or use of any part of the Platform as a result of any violation of the Agreement or for any reason at all. You may not assign, by operation of law or otherwise, any rights or delegate any
duties under the Agreement to any third party without prior written consent by Suggestic. Any purported assignment lacking such consent will be void at its inception. Suggestic may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by publishing such notice through the Platform.
Last revised: September 7, 2020