Software License Agreement
IMPORTANT- PLEASE READ THESE TERMS CAREFULLY.IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE WEBSITE LOCATED AT BYNARIC, THE BYNARIC SERVICES (DEFINED IN SECTION 1 BELOW) OR ANY PART THEREOF. YOUR USE OF BYNARIC SERVICE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. BYNARIC MAY MAKE CHANGES TO THE CONTENT AND REPORTS OFFERED ON THE SERVICES AT ANY TIME. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE BYNARIC SERVICE OR BY DOWNLOADING CONTENT OR REPORTS OR POSTING ANY CONTENT FROM OR ON THE BYNARIC SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED AN ACCOUNT TO USE THE BYNARIC SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE BYNARIC SERVICE.
NO WARRANTIES AND LIMITED LIABILITY; ARBITRATION: THESE TERMS PROVIDE YOU WITH CERTAIN LEGAL RIGHTS, BUT YOU MAY HAVE OTHER, ADDITIONAL LEGAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION, AS EXPLAINED IN SECTIONS 15 (“WARRANTY DISCLAIMER”) AND 16 (“LIMITATION OF LIABILITY”). PLEASE BE ADVISED THAT BYNARIC DOES NOT PROVIDE WARRANTIES FOR THE BYNARIC SERVICE, AND THESE TERMS LIMIT OUR LIABILITY TO YOU. PLEASE SEE SECTIONS 15 AND 16 FOR DETAILS. THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS, AND SPECIFICALLY PRECLUDE CLASS ACTIONS. PLEASE SEE SECTION 19 (“DISPUTE RESOLUTION AND BINDING ARBITRATION”) FOR DETAILS, INCLUDING INSTRUCTIONS TO FOLLOW TO OPT OUT OF BINDING ARBITRATION AND THE CLASS ACTION WAIVER. YOU MUST BE AGE 18 OR OLDER TO USE THE SERVICES. IF YOU ARE UNDER AGE 18 YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO USE THE SERVICES, AS WELL AS HAVE THEM READ AND AGREE TO THESE TERMS.YOU REPRESENT, ACKNOWLEDGE AND AGREE THAT YOU ARE AT LEAST 18 YEARS OF AGE OR THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF A USER THAT IS AT LEAST 16 YEARS OF AGE, AND YOU AGREE TO THESE TERMS. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A USER OF THE SERVICES AND YOU HAVE QUESTIONS ABOUT THE SERVICES OR THESE TERMS, PLEASE CONTACT US AT [email protected]
4. Account Registration To use the Bynaric Service, you will need to sign up for an account. You can only create one account with us and may not transfer your account to anyone else without our prior written permission.You will be required to specify your User role(s), such as property manager, landlord, homeowner, service provider, contractor and/or tenant.In registering an account, you agree to provide and maintain up to date information that is true, accurate, current, up to date, and complete. You agree that you will not create an account (i) using a false identity or information, or (ii) if you have been previously removed or banned by us from use of the Bynaric Service, or any part thereof. You understand and agree that you are solely responsible for maintaining the confidentiality of and protecting your password to your account.You are solely responsible for any activity originating from your account, regardless of whether such activity is authorized by you.You agree to notify us immediately of any unauthorized use of your account.
5. Use of the Bynaric Service Bynaric only authorizes you to use the Bynaric Service, Content and Reports for your own personal use or your internal business use to manage properties and communicate with other Users regarding properties under your account, all in compliance with all applicable laws. You may not resell or make available to any third party the Bynaric Service or any Content or Reports (other than your own Submissions), except as expressly permitted in these Terms. Any Content or Reports you access through the Bynaric Service is licensed and we permit you to view and use the Content and Reports solely for your own personal use or internal business use. “Content” means any information or materials displayed on the Bynaric Service, such as, text, graphics, data, articles, photos, images, illustrations, and so forth. Any sample forms such as sample lease documents are licensed hereunder as Content and they are examples only. “Reports” means any statements, work order, invoice and/or report generated through the Bynaric Service, such as income statements. “Submissions” means any Content you as a User posts, uploads, shares, stores, or otherwise provides through the Bynaric Service, including without limitation, Content provided in connection with use of the Webpage Tools (as defined below), such as by way of example, maintenance requests, communications between Users, User uploaded documents such as rental applications, lease documents. Bynaric does not represent, warrant or guarantee that any sample forms or sample lease documents comply with applicable laws in your jurisdiction and does not guarantee the accuracy of any Reports. Bynaric is not an attorney, a law firm or accounting firm, and can only provide self-help services at your specific direction. Users assume all risks of using sample forms and sample lease documents and Reports. The Bynaric Service is not a substitute for the advice of an attorney or accountant and if you need legal or accounting advice for your specific matter, or if your document needs are too complex to be addressed by our sample documents, you should consult a licensed attorney, accountant and/or relator in your area. At no time is an attorney-client relationship or any other special relationship created between Users and Bynaric or any employee or other person associated with Bynaric, and any information you provide us is not protected by attorney-client privilege or as work product. You are and will be representing yourself in any matter you undertake using the Bynaric Service. We provide online tools and materials to assist you with the preparation, execution and storage of your own property documents and related information. Bynaric may provide limited support services regarding the use of the Bynaric Service in its sole discretion, including, without limitation, training, data migration and onboarding.You agree that you may be required to pay Bynaric’s current rates and enter into a separate consulting agreement for certain services, as you and Bynaric mutually agree. If you are using the Bynaric Service and register as a property manager, landlord, homeowner, service provider, or contractor, you hereby agree that Bynaric shall have the right, but not the obligation, to include your name and logo as a customer who uses the Bynaric Service and in other marketing materials promoting the Bynaric Service. If your subscription for the Bynaric Service includes the use of Bynaric’s tools to self-publish a business or property website and/or webpages available as a feature of the Platform (the “Webpage Tools”), in addition to the terms and conditions set forth in these Terms, the terms and conditions available at Bynaric.com/terms/customer-marketing-website/ (the “Webpage Terms”) shall govern your access and use of and the Webpage Tools, and are incorporated into and made a part of these Terms.In the event of any conflict between these Terms and Webpage Terms, the Webpage Terms shall control solely with respect to the use of the Webpage Tools.For the avoidance of doubt, the term “Services” as used in these Terms, shall include, without limitation, the Webpage Tools.
6. User Relations and Payments Users, including, without limitation, any Users that have a business or property page on the Bynaric Service or any landlords or property managers, are not employees or agents of Bynaric. Bynaric acts as an intermediary to facilitate communications and certain payment transactions between Users. The laws, regulations, other governing authorities, standards, practices and procedures that apply to your particular situation or property may differ depending on your location and information typically discovered through in-person evaluations or visits. For example, contractors may be licensed by or have experience in only particular locations or types of projects. Certain features of the Bynaric Service allow Users to charge, receive, and/or make payments to other Users through the Service (“Transactions”).Bynaric uses a third party payment processor to facilitate Transactions through the Bynaric Service.By creating a Transaction in which you are charging or requesting payment from another User, you represent and warrant that you are authorized and entitled to generate such Transaction pursuant to you rental, services or other agreement with the applicable User.If you provide a payment method in connection with a Transaction in which you are making a payment to another User, you (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; and (ii) authorize the applicable User and the third party payment processor to charge you for the applicable fees for the Transaction using your payment method. If you set up, or agree, to pay a certain Transaction on a recurring basis, you acknowledge and agree that that the fees for such recurring Transaction will be automatically billed on the applicable due date for such recurring Transaction, and you authorize the applicable User and the third party payment processor to charge you for the applicable fees for the Transaction using your payment method. If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, the Transaction may be suspended or cancelled. If you are a User that initiates a Transaction to receive a payment (the “Recipient”) from another User (the “Payor”) through the Manage Casa Service, Bynaric may, and reserves the right to, require you, as the Recipient, to provide a form of payment, such as a credit card.If the Payor successfully disputes a Transaction after the payment has been transferred to the Recipient by Bynaric’s third party payment provider, and such disputed Transaction amount is charged against Bynaric’s account with its third party payment provider, Bynaric may, and reserves the right to, charge Recipient for the fees incurred by Bynaric as a result of the disputed Transaction, including, without limitation, any and all penalties and costs associated with such dispute.The Recipient hereby expressly authorizes Bynaric to debit its bank account or charge its credit card and/or other form of payment as applicable, for all such fees and costs arising from any disputed transaction. YOU ACKNOWLEDGE AND AGREE THAT ANY PROBLEMS OR DISPUTES BETWEEN YOU AND ANOTHER USER WITH RESPECT TO ANY TRANSACTIONS MUST BE RESOLVED SOLELY BETWEEN YOU AND THE APPLICABLE USER.
8. Your Submissions You acknowledge and agree that you are solely responsible for all Submissions that you make available through the Bynaric Service. Accordingly, you represent and warrant that: (i) you are the original creator and writer of all Submissions that you make available through the Bynaric Service or you have all rights, licenses, consents and releases that are necessary to grant the licenses hereunder to Bynaric as contemplated under these Terms; (ii) neither the Submissions nor your posting, uploading, publication, submission or transmittal of the Submissions or Bynaric’s use of the Submissions (or any portion thereof) on, through or by means of the Bynaric Service will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and (iii) your Submissions and your postings will not defame any person, business, location or property. Submissions are not private or confidential and may be read, viewed and used by other Users to whom a User provides access. Any other Users may read, view and use Submissions on business pages. You are responsible for your Submissions. You are fully responsible for all Submissions you contribute, in any manner, to the Bynaric Service, and for the accuracy of the same, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it, and that Bynaric shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of your Submissions in any and all media, whether now known or hereafter created, or have any liability to you or any third party as a result of any use of your Submissions as authorized in these Terms. By submitting your Submissions to the Bynaric Service, you grant Bynaric a worldwide, royalty-free, fully paid up, perpetual and irrevocable license to use, publicly perform, publicly display, modify and distribute your own Submissions. Subject to the foregoing, you continue to have the right to use your Submissions in any way you choose. You also hereby grant each user of the Bynaric Service a non-exclusive license to access your Submissions through the Bynaric Service, and to use, reproduce, distribute, display and perform such Submissions as permitted through the functionality of the Bynaric Service and under these Terms. You understand and agree that if you delete your account, it may not be possible to completely delete that content from Bynaric’s records, and that your Submissions may remain viewable elsewhere as part of the Bynaric Service and to the extent that they were downloaded or stored by other Users.
9. Protection of Content and Ownership The Content is protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Bynaric Service, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Bynaric’s) rights. Bynaric owns all rights, title and interest in and to all of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in and to the Bynaric Service as well as all Content. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in these Terms), creative derivative works based on, or otherwise exploit any of the Bynaric Service. To the extent you provide any suggestions or feedback regarding the functioning, features, and other characteristics of the Bynaric Service, or other materials or services provided or made available by Bynaric hereunder (“Feedback”) you hereby license such Feedback to Bynaric on a worldwide, perpetual, irrevocable, non-exclusive, freely-transferable, fully paid, and royalty-free basis, for Bynaric to use and exploit in any manner and for any purpose.
10. No Verification We do not conduct any verification of Users that signup and/or register to use the Bynaric Service. Bynaric does not represent, warrant or guarantee the User’s identity and whether the User is trustworthy. You are solely responsible to make your own decisions about the suitability of others whom you contact or interact with via the Bynaric Service. Bynaric does not endorse, is not responsible for, and make no representations as to any businesses that have business pages on the Bynaric Service or their Submissions on their business pages or the manner in which they provide their services.
11. User Conduct You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Bynaric Service or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Bynaric Service. Bynaric reserves the right to bar any such activity. You may not probe, scan or test the vulnerability of the Bynaric Service or any network connected to the Bynaric Service, nor breach the security or authentication measures on the Bynaric Service or any network connected to the Bynaric Service. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Bynaric Service, or any other customer of Bynaric, or exploit the Bynaric Service or any service or information made available or offered by or through the Bynaric Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Bynaric Service. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Bynaric on or through the Bynaric Service. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Bynaric Service. In connection with your use of the Bynaric Service and/or in submitting Submissions, you may not and you agree that you will not: register for more than one account or register for an account on behalf of an individual other than yourself; contact a User for any purpose other than related to a business page or a property page on the Bynaric Service; recruit or otherwise solicit any other User to join third-party services or websites that are competitive to Bynaric, without Bynaric’s prior written approval or include listings or links to third party websites in your Submissions; impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; use automated scripts to collect information from or otherwise interact with the Bynaric Service; submit any false or misleading Submissions or information, or submit any information about a property or service you do not intend to honor; violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, landlord-tenant laws, zoning restrictions, tax regulations, housing and anti-discrimination laws, the Fair Housing Act, privacy laws or homeowner association rules; use the Bynaric Service, Reports or Content for any other commercial purposes that are not expressly permitted by these Terms; copy, store or otherwise access any information contained on the Bynaric Service for purposes not expressly permitted by these Terms; infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights; interfere with or damage our Bynaric Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; use our Bynaric Service to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; use our Bynaric Service in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence; “stalk” or harass any other user of our Bynaric Service, or collect or store any personally identifiable information about any other user other than for purposes of obtaining answers and providing answers in accordance with these Terms; post, upload, publish, submit or transmit any Submissions that: (i) copies someone else’s work or infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; systematically retrieve data or other content from our Bynaric Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise; use, display, mirror or frame the Bynaric Service or any individual element within the Bynaric Service, Bynaric’s name, any Bynaric trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Bynaric Service, without Bynaric’s express written consent; access, tamper with, or use non-public areas of the Bynaric Service, Bynaric’s computer systems, or the technical delivery systems of Bynaric’s providers; attempt to probe, scan, or test the vulnerability of any Bynaric system or network or breach any security or authentication measures; avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Bynaric or any of Bynaric’s providers or any other third party (including another user) to protect the Bynaric Service; forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Bynaric Service to send altered, deceptive or false source-identifying information; attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Bynaric Service; or advocate, encourage, or assist any third party in doing any of the foregoing. Bynaric has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. To the extent allowed by applicable law, Bynaric may access, preserve and disclose any of your Submissions or information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Bynaric or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Bynaric , its users, or members of the public . You acknowledge that Bynaric has no obligation to monitor your access to or use of the Bynaric Service or to review or edit any Submissions, but has the right to do so for the purpose of operating and improving the Bynaric Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Bynaric reserves the right, at any time and without prior notice, to remove or disable access to any Content or Submissions that Bynaric, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Bynaric Service. Bynaric may suspend or terminate any User account or access to the Bynaric Service at any time, for violation of these Terms or for no reason.If Bynaric terminates your subscription to use the Bynaric Service and these Terms without cause, Bynaric may elect to provide you with a pro-rated refund for the remainder of the current payment period that will be unused.
12. Third Party Links The Bynaric Service may contain links to, or otherwise may allow you to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Other Services”) in conjunction with the Bynaric Service. For example, if you request to obtain an insurance quote or home warranty plan through the Bynaric Service or request a background check, you will be transferred to a third party’s Other Service. If you decide to access and use such Other Services, be advised that Your use is governed solely by the terms and conditions of such Other Services, and Bynaric does not endorse, is not responsible for, and make no representations as to such Other Services, their content or the manner in which they handle your data. Bynaric is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Other Services, or your reliance on the privacy practices or other policies of such Other Services.
13. Copyright and Trademark Infringements Only the intellectual property rights owner or the owner’s authorized agent is permitted to report potentially infringing materials to Bynaric Inc. as set forth below. If you are not the intellectual property rights owner or the owner’s authorized agent, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms. Notification: Bynaric respects the intellectual property rights of others, and we require you to do the same when using and the Bynaric Service. Bynaric may, in appropriate circumstances and at our discretion, terminate service and/or access to this website or services for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our website or services, please provide Bynaric’s designated agent the following information: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a full list of such works at that site. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the website or services, and information reasonably sufficient to permit Bynaric to locate the material. Information sufficient to permit Bynaric to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Counter-Notification: If you are a user who posted allegedly infringing material and who received notification to that effect from Bynaric, you may elect to send us a counter notice. To be effective, such counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see Section 512(g)(3) of the Copyright Act to confirm these requirements): Your physical or electronic signature. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Bynaric may be found, and that you will accept service of process from the person who provided notification of a complaint of allegedly infringing materials or an agent of such person. Such written notice should be sent to our designated agent as follows: By Mail: Bynaric Inc. C/o DMCA Agent 44 Tehama St San Francisco, CA, 94105 By Phone: +1.415.886.3535 By Email: [email protected] Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
14. User Disputes IF THERE IS A DISPUTE BETWEEN USERS ON THE BYNARIC SERVICE, OR BETWEEN USERS AND ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY TRANSACTIONS BETWEEN RECIPIENTS AND PAYORS, YOU AGREE THAT BYNARIC IS UNDER NO OBLIGATION TO BECOME INVOLVED AND, YOU HEREBY IRREVOCABLE AND UNCONDITIONALLY EXPRESSLY DISCHARGE, HOLD HARMLESS FROM, WAIVE AND RELEASE BYNARIC, ITS OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH USER DISPUTES AND/OR THE BYNARIC SERVICE. IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
15. Warranty Disclaimer BYNARIC DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE BYNARIC SERVICE, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE BYNARIC SERVICE. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED THROUGH THE BYNARIC SERVICE. ANY CONTENT, REPORTS OR BYNARIC SERVICE OFFERED (WHETHER OR NOT FOLLOWING SUCH RECOMMENDATIONS AND SUGGESTIONS) THROUGH THE BYNARIC SERVICE ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND FROM BYNARIC OR OTHERS. THE SERVICES, REPORTS AND CONTENT ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
16. Limitation of Liability TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL BYNARIC BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO BYNARIC IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
17. Indemnity You agree to indemnify and hold Bynaric, its affiliates, officers, agents, employees, and partners harmless for and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to (a) your use of the Bynaric Service (including any actions taken by a third party using your account and including arising out of your Submissions), (b) User disputes, including, without limitation, disputes arising from Transactions; and (c) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), if you have an account, we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
18. Governing Law These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.
20. Miscellaneous You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Bynaric Service, provided that Bynaric may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Bynaric agree that these Terms, the Webpage Terms, and any Additional Terms are the complete and exclusive statement of the mutual understanding between you and Bynaric, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Bynaric in any respect whatsoever. You and Bynaric agree there are no third party beneficiaries intended under these Terms. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your account, in any way (by operation of law or otherwise) without Bynaric’s prior written consent. We may freely transfer, assign, or delegate these Terms and our rights and obligations without consent.