TERMS AND CONDITIONS OF SERVICE

 

THESE TERMS AND CONDITIONS OF  SERVICE (“User Terms”, “Terms” or “Agreement”) are a contract between you (“User”, “you” or “your”) and 8IT Inc., a Delaware corporation  (“8IT” “us”, “we”, or “our”) and govern your access to and use of our content, and/or services made available through the 8IT application and our website located at www.8itapp.com. (collectively, the “Application”). Please read these User Terms carefully before accessing and using the application.

 

BEFORE YOU PROCEED, PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY HAVE CHANGED SINCE YOU LAST USED THESE SERVICES.

 

PLEASE READ THESE USER TERMS CAREFULLY. THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING THE APPLICATION, SUBMITTING REVIEWS, OR CONNECTING WITH OTHER USERS YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS HEREOF WITHOUT ANY MODIFICATIONS, ADDITIONS OR DELETIONS. YOU AGREE TO ABIDE BY AND BE BOUND BY THE TERMS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE AS WELL AS ANY ADDITIONAL TERMS AND RESTRICTIONS PRESENTED IN RELATION TO SPECIFIC CONTENT OR A SERVICE OR FEATURE OFFERED BY 8IT. IF YOU DO NOT AGREE TO THE TERMS CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OUR APPLICATION. 

ABOUT US

 

Services.

 

8IT provides Users with an interface to discover the food that you crave. Once you select a category of food from the various categories of listed in the Application, the Application will direct you to a list of recommended Restaurants, which are carefully selected based on reviews from credible sources from the food industry. Once you have chosen your meal-of-choice (each a “Dish”), you can click “GO” to instantly receive directions to the Restaurant, to get your fix. Once you’ve eaten the Dish, or if you’ve already had it in the past, you have the option to leave an eight-word review of that Dish (each a “Review”). You will also see eight-word food reviews from real food critics, also referred to as 8IT Critics. (all of the foregoing are collectively, our “Service[s]”).

 

8IT is constantly looking to provide the best possible experience and up-to-date information to its Users. As a result, the Application is constantly evolving and changing. As a User, you acknowledge and agree that the nature of the our Services may require making certain changes, therefore, we reserve the right to suspend, cancel or discontinue any or all Services, and modify certain aspects of the Application and Services contained therein without prior notification to you.  

 

The Application or software application store that makes the Application available to you, may include programming to automatically check for updates or any upgrades to the Application. Unless your device or its settings do not permit transmission or use of the upgrades or updates, then you agree that we, via the Application, or the applicable software application store, is allowed to notify you of any updates or upgrades which we make available to our Users. You further accept that the Application can automatically upgrade or update the Application on your device. These updates or upgrades shall be considered part of our Services.

 

 

Definitions.

 

“User”: Whenever “User,” “You” or “Your” appears in copy it refers to you, as a user of the Services provided. A User is an individual who uses the Application or Services with a purpose of selecting, searching, finding, or locating a Dish, leaving a Review or sharing information with other Users. “Your Content,” or “User Content” refers to reviews or critiques that you share or post.

 

“Content” is indicative of (but is not limited to) reviews, images, photos, video, location data, nearby places, and all other sources of information or data found on the Application or in the Services. “Your content,” or “User Content” refers to content that you, as a User, upload, share or pass to, through or in relation to the Services, such as, Reviews, profile information, recommendations, and any other details that you display or is displayed in your User Account. Any reference to the term “8IT Content” refers to any content or data that 8IT develops and makes available in connection with the Application or the Services which includes, but is not limited to, graphics, design, computer coding, products, software, ratings, reports, interactive features, visual interfaces, and any other data related to usage, and any other elements or components of the Services.

 

“Third-Party Content” refers to any content that is provided by third-party web sites or services and are not owned or controlled by 8IT. This “Third Party Content” is not controlled by us and we assume no responsibility for the content posted or any other terms and conditions belonging to

 

“Restaurant(s)” refers to all the restaurants being listed on the Application.  The term “Dish” refers to a particular Dish served at that Restaurant for which you can leave a Review.

 

8IT Critic: Individuals with access to leaving their own food recommendations including but not limited to celebrities, chefs, food writers, and other verified critics, as determined by us in our sole discretion.

 

 

TERMS OF USE

 

Acceptance of User Terms. 

 

By accessing and/or using the Application, you accept and agree to be bound by these User Terms, just as if you had agreed to these User Terms in writing. If you do not agree to these User Terms, do not use the application. These User Terms” are effective for all existing and future Users. Make sure to carefully read these User Terms carefully. Access to or use of the Application establishes a legally binding agreement between you and 8IT. You will not be able to use the Application or access the Services if you do not accept the User Terms or are unwilling or unable to be bound by these User Terms. Once you accept these User Terms, you agree that the use of the Application and the Services is at your own risk, including the risk of being exposed to content that is objectionable or inappropriate.

 

Amendments to these User Terms

 

At any point in time, 8IT may make, amend, modify, or change these User Terms. You are responsible for reviewing and checking these User Terms periodically. Any continued use of the Application or the Services after a modified version of these User Terms is posted, is considered an acceptance to such amended or modified User Terms and you agree to be bound by such amended or modified User Terms.

 

USER ACCOUNTS

 

Opening a User Account.

 

We may ask our Users for personal information when you register for an account on the application (“User Account”).  User Accounts are intended for personal use only and you further acknowledge and agree that we are relying on the accuracy of your information to provide certain Services.  

 

The Application may allow Users to create a User Account by logging into the Service via third party social networking sites, like Facebook. By doing so, you are confirming that you are the owner of any of these third-party social media accounts and that you are entitled to disclose your social media login information to us. You are giving us permission to collect your authentication information and other information that may be available on or through your social media account.

 

Misrepresentations.

 

In the event that you misrepresent information about yourself, your User Account is subject to suspension or cancellation without notice to you. 

 

Account Information; Submission of Content.

 

You, as a User, must ensure that all personal information submitted with regard to your User Account is accurate and current at all times. You may not include in your online identity or User Account anything that could potentially infringe on any third-party’s rights, is intended to confuse, or which is offensive, defamatory or otherwise inappropriate, as determined by us, in our sole and absolute discretion. We further reserve the right to change or delete information in a User Account if we deem it is offensive, in our sole and absolute discretion. Users agree that they are each responsible for everything which is done on or through our platform through or in connection with their User Account, including but not limited to any activities while using the Application. Users must ensure that your e-mail address on file is kept current and that you have full access to it. By using the platform you expressly consent to electronic communications. Please see our Privacy Policy, which you agree to be bound by when you use our application, for more information.

 

Consent to Electronic Communications.

 

You expressly agree that by using the Application and accessing the Services, that all communications and legal notifications from us will be sent to you electronically, either by e-mail, at the e-mail address registered to your User Account or by push notifications through the Application.

 

Eligibility Criteria. 

 

In order to use the Application or access the Services, you hereby represent and warrant that you are are able to completely understand, agree, and accept the terms, conditions, obligations, affirmations, representations, and warranties set forth in these User Terms.  You further agree that you are fully in compliace with all the laws and regulations in the country that you reside and live in when you access and use the Application and the Services. You agree to use the Service only in agreement with these User Terms and applicable law, and in a manner that does not violate our legal rights or the rights of any third-party(ies).  

 

The Service is not intended for individuals who are under the age of thirteen (13) years old. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. 8IT does not seek to gather information from or about children under the age of 13 through the Service.

 

USER REVIEWS

 

Users are encouraged to submit Reviews of a Dish that they have experienced first-hand,  which will be shared on the 8IT application, or may be used on social media platforms, or in any and all marketing material, which 8IT may create in connection with its business operations (collectively, “Media”), in 8IT’s sole and absolute discretion.

 

Reviews are considered to be User Content, as further defined herein. By posting any User Content, including Reviews, you warrant that you are the sole author of that review, and that it reflects an actual dining experience that you had at the location reviewed. You agree that you have not been paid or remunerated in connection with the posting of any User Content, including Reviews. Any User Content, including Reviews, does not reflect the opinion of 8IT.

 

By posting, contributing, distributing, communicating or transmitting any User Content  or reviews on the Application, each User expressly grants to us a non-exclusive, royalty-free, irrevocable license, including the right to grant sub-licenses, to use, reproduce, adapt and distribute the User Content worldwide through our, Application, Media and any other interactive services through which we make our Services available. For the avoidance of doubt, the license granted under this paragraph will survive any termination of this Agreement or any cancellation, suspension or lapse of the relevant User Account.

 

We may modify any User Content, as we see fit, or to conform it to our application or the Terms of this Agreement. You hereby give us the right to remove without prior notice, to block, or disable access, at any time to content that we consider to be objectionable or in violation of these User Terms.

 

Our services are legally protected in various ways, including copyrights, trademarks, service marks, patents, trade secrets, and other rights and laws. You acknowledge that all copyright, trademarks, and other intellectual property rights in and relating to our application are owned by, or licensed to, us, including but not limited to “8IT”, “Eight It”, the “8” logo, “Simple Reviews. Tough Critics” and “8-word food recommendations”. You may use and access our Application only to the extent required for the use of the Services in accordance with these User Terms, and for the purposes that we make them available. You are expressly prohibited from copying, distributing, showing in public or creating any derivative work from our Application, Media, or any of the Content found thereon, unless properly licensed to do so by us. You also agree not to use any robot, spider, scraper or other automated means to access our application for any purpose without our prior, express written permission.

 

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. you agree that any user content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. To the extent that your User Content contains music (if applicable), you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. We reserve the right, but not the obligation, to reject and/or remove any User Content that we believe, in our sole discretion, violates this User Agreement.

 

For the purposes of this agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

 

In connection with your User Content, you affirm, represent and warrant the following:

 

·               you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the application and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

 

·               your user content and 8IT’s application use thereof as contemplated by this Agreement will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

 

·               8IT may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

 

·               To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

 

FEEDBACK

 

If you provide us with any comments, bug reports, feedback, or modifications proposed or suggested by you to the application (“Feedback”), we shall have the right to use such Feedback at our discretion, including, but not limited to the incorporation of such suggested changes into the Application. You hereby grant us a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate and use your Feedback into our Application or Services for any purpose.

 

TERMINATION

 

You can delete your User Account at any time in your account settings located in the Application or by contacting us, as further set forth below.  The foregoing notwithstanding, these User Terms will survive the termination or deletion of your User Account.

 

You understand and agree that, at any time and without prior notice, we may (1) terminate, and/or suspend your access to the platform, (or any portion thereof) and/or (2) discontinue, modify or alter any aspect, feature or policy of the Application, the Services or your User Account and (3) remove and discard any and all of your registration data within the Application, at any time for any reason or no reason, including, without limitation, for lack of use, or if we believe that you have violated or acted inconsistently with these User Terms. Upon any termination, we may immediately deactivate your User Account and all related information and/or bar any further access to your User Account and your use of the Application.

 

You agree that we will not be liable to you or any third party for any termination or modification to the Application, the Service or your User Account regardless of the reason for such termination or modification. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of Service made by us is to cancel or terminate your User Account.  You agree that any termination of your right to use the application may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your User Account and all related data and files related to your User Account and/or bar any further access to such files or the application. Further, you agree that we shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Application or the Services. All provisions of these User Terms should survive termination of your right to use the Application (including, without limitation, all limitations on liability, releases, indemnification of obligations, disclaimers of warranties, and intellectual property protections and licenses).

 

INFRINGING OR FRAUDULENT ACTIVITY. 

 

8IT does not permit copyright or trademark infringing activities and reserves the right to terminate access to the Application and remove all reviews or User Content submitted by any Users which are in violation of any intellectual property rights. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Application may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that we may have, both at law and in equity.

 

PRIVACY

 

All information provided by you or collected by 8IT, in connection with the application is governed by our Privacy Policy, which is hereby incorporated by reference into these User Terms. You should take care to protect private information or information that is important to you. 8IT shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the internet or any other network that you may use. Please be aware that if you decide to disclose Personally Identifiable Information on the Application, this information may become public. 8IT does not control and shall not be responsible for the acts of you or any other Users of the Application.

 

PROHIBITED ACTIVITIES

 

By using the Application, you acknowledge and agree that we are not under any obligation to monitor your or any other User’s access to or use of the Services or violation of these User Terms, but reserve the right to do so in our sole discretion. You agree that the Services and Platform shall be used for lawful purposes only, and you will not violate the any applicable local, state or federal laws in connection with your use of the Application or the Services. Without limiting the foregoing, the following activities are expressly prohibited:  

 

·               Criminal or tortious activity, including fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, trademark infringement, or theft of trade secrets; 

 

·               Interfering with, disrupting or creating an undue burden on the Service or the networks or services connected to the Application or Service;

 

·               Attempting to impersonate another User or person or using the User I.D. or User Account of another User;

 

·               Misrepresenting eligibility to use the Application or Service or to receive any of its benefits;

 

·               Using any information obtained from the Application or Service in order to harass, abuse or harm another person;

 

·               Using the Service in a manner inconsistent with any and all applicable laws and regulations;

 

·               Using or otherwise accessing the Service for any reason other than a good faith interest in using the Service;

 

·               Undertaking any activity which infringes on our or any third-party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity and privacy;

 

·               Posting or submitting any content which is libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene;

 

·               Transmitting any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;

 

·               Restricting or inhibiting any other visitor from using the Service, including without limitation, by means of “hacking” or defacing any portion of the Application;

 

·               Modifying, adapting, sub-licensing, translating, selling, reverse engineering, decompiling, or disassembling any portion of the Application;

 

·               Removing any copyright trademark or other proprietary rights notices contained in the Application;

 

·               Distributing any virus, worm or other similar or deleterious files, scripts or programming routines through the Application;

 

·               Using any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine” the Application or in anyway reproduce or circumvent the navigational structure or presentation of the Application or its contents, authentications and security measures;

 

·               Harvesting or collect information about any Users without their express consent;

 

·               Attempting to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Platform or Service;

 

·               Modifying, translating, or creating derivative works based on the application or Service; or

 

·               Removing any proprietary notices or labels found in the Application or Services.

 

 

INTELLECTUAL PROPERTY

 

By submitting User Content and Reviews, you are agreeing: (i) that 8IT may use your User Content and Reviews for any purpose and that you grant to us, and others acting on our behalf, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your User Content and Reviews; (ii) that you grant us the right to edit, modify, reformat, excerpt, delete, or translate any of your User Content and Reviews; (iii) that your Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material, or you are otherwise legally entitled to use such material (and to grant 8IT all the license rights outlined here); (iv) that any royalties or licensing on your User Content or Reviews are your responsibility, and that you will pay all royalties and other amounts owed to any person or entity based on your User Content, or on 8IT’s hosting of that User Content; (v) that if 8IT or its Users exploit or make use of your submission in the ways contemplated in these User Terms, you promise that such use will not constitute an infringement or violation of the rights of any third party, including (without limitation) any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; (vi) that you are responsible for your own User Content and Reviews, as all information submitted through the Application, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom that User Content or Review originated; and (vii) that we are not responsible for mistakes, inaccuracies, errors or omissions in your User Content, Reviews or the content contained therein.

 

LEGAL DISCLAIMERS

 

IF YOU CHOOSE TO USE THE APPLICATION OR SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT 8IT DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY PERSON, INCLUDING, BUT NOT LIMITED TO, USERS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS IN ITS SOLE DISCRETION, AS SET FORTH IN THESE TERMS. THE APPLICATION AND SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. 8IT MAKES NO WARRANTY THAT THE APPLICATION, SERVICES, OR CONTENT, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

 

8IT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY CONTENT POSTED OR THE SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.

 

THE CONTENT ON 8IT PLATFORM IS FOR INFORMATIONAL PURPOSES ONLY. 8IT DISCLAIMS LIABILITY FOR ANY INFORMATION THAT BECOMES OUTDATED.  8IT HAS THE RIGHT TO MAKE MODIFCATIONS/CORRECTIONS TO ANY PART OF THE CONTENT ON THESE SERVICES, WITHOUT NOTFIYING THE USER PRIOR TO MAKING SUCH CHANGES, MODIFICATIONS OR CORRECTIONS.

 

8IT DOES NOT GUARANTY THE QUALITY OR ACCURACY OF ANY REVIEWS OR USER CONTENT POSTED ON THE APPLICATION OR THROUGH THE SERVICE. REVIEWS DO NOT REFLET THE OPINIONS OF 8IT.

 

YOU FURTHER AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY OTHER USER. 8IT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS, OR ANY OTHER PERSONS ASSOCIATED THEREWITH. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES.

 

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, YOUR INTERACTIONS VIA THE APPLICATION, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF 8IT, WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER 8IT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE APPLICATION OR SERVICES, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE APPLICATION, PLATFORM, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APPLICATION OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT 8IT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

LIMITATION OF LIABILITY

 

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL 8IT OR ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUCCESSORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ROVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

 

IN NO EVENT WILL 8IT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE GREATER OF THE AMOUNTS PAID TO 8IT BY YOU IN THE PRECEDING 12 MONTHS OR ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

 

INDEMNIFICATION; HOLD HARMLESS

 

To the fullest extent permitted by law, you agree to release, defend, indemnify, and hold 8IT and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Application or Service; (b) your violation of these User Terms, any representation, warranty, or covenant referenced in these Terms, or any applicable law or regulation; (c) your Content; (d) your interaction with any User; (e) the use or offer of a Service, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of a Service; (f) your participation in the Service; (g) any allegation that you have infringed or otherwise violated the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; and/or (h) your  negligent  or  willful  misconduct, including  but  not  limited  to  any  injuries,  losses,  or damages  (compensatory,  direct,  incidental,  consequential  or  otherwise)  of  any  kind  arising therefrom.

 

AMENDMENTS TO THESE TERMS AND CONDITIONS

 

We reserve the right to change these User Terms from time to time, and post the new version on our Application. The new version of these Terms will take effect on (a) the date falling five (5) calendar days after the date of such posting (or such later date as we indicate in the relevant posting) if any of the changes are to an operative provision of these Terms which is capable of adversely affecting you, or (b) immediately upon the date of posting or such later date as we indicate in the relevant posting if the changes are not capable of adversely affecting you, examples of which would include, without limitation: (i) changing the name that you use to access our Application, or (ii) the refinement of provisions that are already included or referred to in these Terms. In either case, if you do not wish to be governed by the new version of these Terms, you must send us a termination notice and immediately cease to use our Application. We shall not have any liability to you in such an event. In the event of a termination of these User Terms, your obligations to us hereunder shall survive.

 

LINKS TO THIRD-PARTIES

 

Our application may contain links to or advertisements for other sites, services or products ("Third-Party Products"). Third Party Products are provided solely as a convenience to you and may contain materials which you find offensive, objectionable, unlawful or inaccurate. Such Third-Party Products are governed by their own terms of use and privacy policies which may differ from these Terms or those of our application. The inclusion of links to Third-Party Products does not indicate that we endorse those products or services. We are not responsible for examining or evaluating the content of Third-Party Products.

 

We, our affiliates or contracted third parties may also offer new, updated or additional services (“Additional Services”) through our application from time to time. Your use of those Additional Services will be governed by these Terms but may also be subject to additional terms and conditions, which will be posted from time to time and with which Users must comply.  By continuing to use our application, you expressly consent to any additional terms and conditions associated with the Additional Services.

 

DISPUTE RESOLUTION; ARBITRATION AND CLASS ACTION WAIVER

 

THIS AGREEMENT INCLUDES AN AGREEMENT TO ARBITRATE CLAIMS AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ THE FOLLOWING TERMS CAREFULLY.

 

You may opt out of this arbitration agreement by following the opt-out procedure described below. You agree that in the event of any dispute between you and 8IT, you will first contact us and make a good faith, sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, arbitration or any court action.  After the informal dispute resolution process any remaining dispute, controversy, or claim (each a “Claim”) relating in any way to your use of the Application or Services or relating in any way to 8IT’s communications with you, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and 8IT. However, this arbitration agreement does not (a) govern any Claim by 8IT for infringement of its intellectual property or access to the Application or Services that are unauthorized or exceed authorization granted in these User Terms or (b) bars you from making use of applicable small claims court procedures in appropriate cases.  If you do not want to arbitrate disputes with 8IT and you are an individual, you may opt out of this arbitration agreement by notifying us within thirty (30) days of the first date that you access the application or the date that you receive any Services.

 

CLASS ACTION WAIVER

 

Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). You expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.  If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a Claim proceeds in court rather than in arbitration, You and 8IT each waive any right to a jury trial.

 

GOVERNING LAW AND VENUE

 

The Services provided through the Application will be deemed as provided within the State of New York.  This Agreement is governed and interpreted pursuant to the laws of the State of New York, notwithstanding any principles of conflicts of law. Any disputes in connection with these Terms that result in court action, in accordance with these Terms, will be resolved exclusively by a state or federal court located in New York, New York. You specifically consent to the personal jurisdiction of such courts and waive any claim of forum.

 

SEVERABILITY AND WAIVER

 

If any part of these Terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The failure of a party to require performance of any provision will not affect such party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

 

ASSIGNMENT

 

You may not assign or transfer these Terms or any of your rights or obligations under these Terms. 8IT may assign these Terms at any time without notice to you.

 

FORCE MAJEURE

 

In no event shall 8IT or third party providers or distributors be liable for any injury, loss, claim, damage, or damages, including, but not limited to, any special, exemplary, punitive, indirect, incidental or consequential damages of any kind, whether based in contract, tort, strict liability, or otherwise, which arises out of interruptions of service caused by an act of God, terrorism, accident, fire, labor controversy, riot, civil commotion, act of public enemy, law, enactment, rule order, or act of any government or governmental instrumentality, failure of technical facilities, failure or delay of transportation facilities, illness or incapacity, or other cause of a similar or dissimilar nature not reasonably within the control of 8IT or which 8IT could not by reasonable diligence have avoided (each such act specified in this paragraph shall be referred to herein as a “Force Majeure Event”). 8IT shall not be responsible for reimbursing any fees paid.

 

CONTACT US

 

If you have any questions or comments, or to report violations of these Terms, please contact us at _____________.

 

8it, Inc.
feedback@8itapp.com

 

Last Updated: August 20, 2020