Legal - Terms of Service (Website)
Last Updated: December 17, 2019
goTenna, Inc. (“goTenna,” “we,” “us,” or “our”) welcomes you. We are really excited that you have decided to access and use our website located at www.gotenna.com (“Site”).
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.
Estimates. You may obtain a price estimate for certain Products by filling out the consumer web form on our Site. Our pricing is valid for 60 days from the date the estimate is provided to you and is subject to change upon the expiration of such time period. We are not liable to you or any third party, under any circumstances or for any reason, with respect to our estimates or your use thereof or reliance thereon.
Visitors. Visitors to our Site are able to explore the Site for informational purposes and can view all content and access all publicly-available features and functionality on the Site, and contact us through the “contact us” link on the Site.
Guidelines. All visitors to the Site shall comply with the following guidelines (“Guidelines”).
- You will comply with all applicable laws in your use of the Site and will not use the Site for any unlawful purpose;
- You will not access or use the Site to collect any market research for a competing business or create (or attempt to create) a competing service;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with, or attempt to interrupt the proper operation of, the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content (as defined below), data, files, or passwords related to the Site through hacking, password or data mining, or any other means;
- You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Site;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Site;
- You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Site, 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;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- You will not upload, post, e-mail, transmit, or otherwise make available any User Content (as defined below) that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
If you find something that violates our Guidelines, please let us know and we will review it.
Intellectual Property. The Site contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material (collectively referred to as the “Content”) provided by us or on our behalf. The Content includes Product descriptions. The Content may be owned by us or by our third party licensors. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.
No other use is permitted without our prior written consent. goTenna and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Content. 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.
The trademarks, service marks, and logos of goTenna (“goTenna Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of goTenna. Other company, product, and service names used and displayed on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the goTenna Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the 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 the goTenna Trademarks inures to our benefit.
Elements of the Site 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.
Procedure for Claims Under the Digital Millennium Copyright Act. We respect the intellectual property rights of others and attempt to comply with all relevant laws, and expect our users to do the same. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws. We may, in appropriate circumstances and at our discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property of a third party.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any notification of claimed infringement, which may be given under that Act is as follows:
81 Willoughby St., 4th floor,
Brooklyn, NY 11201.
If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
User Content. The Site may provide you and other users with the ability to send messages to or for other users and non-users, and/or post content (collectively, "User Content"). We are under no obligation to review any User Content and assume no responsibility or liability relating to any such User Content. Notwithstanding the above, we may from time to time monitor the User Content, and reserve the right to remove or take down, in our sole and absolute discretion, any User Content. You expressly acknowledge and agree that you are responsible for any User Content you submit through the Site, including the legality, reliability, appropriateness, originality and copyright of any such User Content and that by posting User Content, there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personal information that you may make available. YOU, AND NOT GOTENNA, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SITE.
You retain all copyrights and other intellectual property rights in and to your User Content. With respect to any User Content you submit or make available through the Site, you grant us and our sublicensees a perpetual, irrevocable, non-terminable, worldwide, royalty-free, transferable and non-exclusive license, with the right to sublicense through multiple tiers, to use, copy, distribute, publicly display, modify, adapt, publish, create derivative works, publicly perform, and otherwise use or exploit (including for profit) and sublicense such User Content or any part of such User Content, and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.
If you submit User Content to us, each such submission constitutes a representation and warranty to goTenna that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that it and its use by goTenna and its content partners as permitted by these Terms does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content, or any other content that violates our Guidelines. Please take care with the User Content that you provide.
Communications to Us. Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and the Site that incorporate such information without compensation or attribution to you.
Limit of Liability. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITE OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES NOT ATTRIBUTABLE TO PERSONAL INJURIES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE OR THE CONTENT SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS (US $50).
External Sites. The Site may contain links to third-party websites (“External Sites”). 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. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold us and our owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (x) your breach of the Agreement; (y) your misuse of the Content or the Site; and/or (z) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
Compliance with Applicable Law. The Site is based in the United States. We make no claims concerning whether the Site or any Content may be downloaded, viewed, or be appropriate for use outside of the United States. We also make no claims concerning whether any Product is appropriate for sale outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Controlling Law. This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York; and (ii) that the Site shall be deemed passive and does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, THE CONTENT, ANY PRODUCT, OR OTHERWISE ARISING OUT OF RELATED TO THESE TERMS, OR GOTENNA’S SERVICES MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
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.
Equitable Relief. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement and without posting a bond, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Delaware for purposes of any such action by us.
Miscellaneous. If any provision of these Terms is found to be invalid by any court having competent jurisdiction or terminated in accordance with the termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of these Terms, which shall remain in full force and effect: “Intellectual Property,” “Communications with and Submissions to US,” “Warranty Disclaimer, “Limit of Liability,” “Representations, Warranties and Indemnification,” “Termination,” “Compliance with Applicable Laws,” “Controlling Law,” “Binding Arbitration”, “Equitable Relief” “Class Action Waiver,” and “Miscellaneous.”
Our failure to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. 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. Except as expressly agreed by goTenna and you in writing, these Terms constitute the entire agreement between you and goTenna with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2019 goTenna, Inc. All rights reserved.