Terms of Service
IMPORTANT-READ CAREFULLY: These Terms of Service (“Terms” or “Agreement”) is a legal agreement between you (either an individual or a single entity) and DataBass, LLC (“Provider”, “us” or “we”)), a Texas limited liability company with an address of 500 N. Akard, Suite 2700, Dallas, TX 75201, for the use of the BassForce™ application software (“App”) and associated services (“Services”), and may include associated media, printed materials, and “online” or electronic documentation (“Documentation”).
BY CLICKING ON THE “I ACCEPT” BUTTON DURING THE REGISTRATION FOR USE OF THE APP AND ASSOCIATED SERVICES, YOU EXPRESSLY CONSENT TO THESE TERMS HEREOF. YOU AGREE THAT YOUR USE OF THE APP AND SERVICES AND ANY OF ITS COMPONENTS INDICATES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO USE THE APP, ATTENDANT SERVICES OR DOCUMENTATION UNLESS YOU CLICK THE “I AGREE” BUTTON AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DISAGREE WITH ANY PROVISIONS OF THIS AGREEMENT, PROMPTLY CLICK ON THE BUTTON “DECLINE” OR “I DO NOT ACCEPT”.
- Registration. When you first register with the App, you will be required to select a unique user ID and individual password for your account. All Users must have a user ID and password to access the Services on the Site once you register. For the purposes of this Agreement, “Users” means individuals who purchased subscriptions to access the App and Services, and who are thereby authorized to use the App and Services for the duration of the subscription term. As a User, you are fully and completely responsible for maintaining the secrecy of your user ID and password and protecting against unauthorized use of your user ID and password. You are also fully and completely responsible for all activities that occur under your user ID and password. You agree to immediately notify us of any unauthorized use of any of your user IDs or passwords or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this clause or these Terms whatsoever. In consideration of your use of the app and attendant Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted when registering with the App, and (b) maintain and promptly update such registration information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such registration information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account (or those of any User) and refuse any and all current or future use of the App, attendant Services (or any portion thereof).
- Fees. The subscription fee for any Services you select for your Account shall be specified and accepted by you after downloading the App and completing initial registration for such Service (the “Subscription Fee(s)”). By registering for the Services, you authorize Provider to charge your Apple App Store account or your credit card, debit card or draft against your designated bank account (the “Billing Information”) the amount of the Subscription Fees. Provider retains the right, in its sole discretion, to increase, at any time, the Subscription Fees upon notice to you as provided through the Website. The Subscription Fees will be due monthly or annually, according to your selection (in either case, the “Billing Date”), unless the account is terminated in accordance with these Terms. You may update your billing information at any time through your registration profile. If we are unable to process the Subscription Fees due at the Billing Date, we will notify you by e-mail. You will then have 30 days to update your Billing Information in your account profile. If at the end of 30 days we remain unable to process the Subscription Fees due, we reserve the right to terminate your access to and use of the App and attendant Services in accordance with these terms.
- Right to Access & Use the Services; Support. Once you have registered for the Services in the App and provided the subscription payment, we shall make the Service available to you pursuant to this Agreement during the applicable subscription term. You agree that use of the Service is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Provider regarding future functionality or features. Subject to compliance with these Terms, Provider grants you the right to access and use the App and attendant Services for your individual, personal, non-commercial use only. Failure to pay for the Services shall be a material breach of this Agreement and subject your account to immediate termination. Provider may provide support services related to the App (“Support Services”). Use of Support Services will be governed by the Provider policies and programs described in the user manual, in “online” documentation, and/or in other Provider-provided materials. Any supplemental App code provided as part of the Support Services shall be considered part of the App and subject to the terms and conditions of this Agreement. With respect to technical information you provide to Provider as part of the Support Services, Provider may use such information for its business purposes, including for product support and development. Provider will not utilize such technical information in a form that personally identifies you.
- Access to the Services. We shall: (i) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond our reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or any other events of force majeure, and (ii) provide the Services only in accordance with applicable laws and government regulations.
- Acceptable Use of the Services. You are responsible for all compliance with this Agreement. You shall be solely responsible for the accuracy, quality, integrity and legality of your data and of the means by which you acquired your data, and shall use commercially reasonable efforts to prevent unauthorized access to or use of the App and attendant Services, and where such unauthorized access occurs, notify us promptly of any such unauthorized access or use. You shall use the App and attendant Services only in accordance with the Documentation and applicable laws and government regulations, and shall not make the Services available to any third party. You are specifically prohibited from (a) selling, reselling, renting or leasing the Services; (b) decompiling, disassembling or reverse engineering the App; (c) using the App and attendant Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) using the App and attendant Services to store or transmit any material that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) interfering with or disrupting the integrity or performance of the App, attendant Services or third-party data contained therein; or (f) attempting to gain unauthorized access to the App, attendant Services or their related systems or networks. Services may be subject to other limitations, such as, by way of illustrations and not limitation, limits on telecommunications bandwidth or availability, processing capacity and/or disk storage space.
- Intellectual Property Rights. BassForce™ is a trademark of Provider, and cannot be used without the express written permission of Provider according to its then-current trademark usage guidelines. All rights, title and interest in and to the App, the accompanying Documentation, and any copies of the App, and all intellectual property rights therein, are owned by Provider and/or its suppliers. Any modifications, enhancements or improvements to the App, whether or not at your request or that of any Users, shall be the property of Provider and/or its suppliers. Notwithstanding the foregoing, you will fully cooperate with provider to execute any and all documents deemed reasonably necessary by Provider in its sole and absolute discretion to ensure such ownership properly vests in Provider and/or its suppliers. The structure, organization and programming code of the App are also business secrets and confidential information of Provider and/or its license providers. Except for the limited access and use rights expressly granted in this Agreement to you, all other rights in and to the App and attendant Services remain expressly reserved by Provider. The App is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The App is only licensed as an application service for your access and use, and is not sold.
- NO WARRANTY. AS THE END USER YOU ACKNOWLEDGE THAT THE APP AND SERVICES ARE PROVIDED IN “AS IS” CONDITION, WITHOUT AN EXPRESS OR IMPLIED GUARANTEE OF ANY TYPE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER THE PROVIDER, ITS LICENSE PROVIDERS NOR COPYRIGHT HOLDERS PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR GUARANTEES, IN PARTICULAR NO SALES GUARANTEES OR SUITABILITY FOR A SPECIFIC PURPOSE OR NON-INFRINGEMENT. NO GUARANTEE FROM THE PROVIDER OR ANY OTHER PARTY EXISTS THAT THE FUNCTIONS CONTAINED IN THE APP OR USE OF THE SERVICES WILL COMPLY WITH YOUR REQUIREMENTS OR THAT APP’S OPERATION OR USE OF THE SERVICES WILL BE SMOOTH AND FREE OF ERRORS. YOU ASSUME FULL LIABILITY AND RISK FOR SELECTION OF THE APP AND USE OF THE APP AND/OR SERVICES AND LINKED SITES TO ACHIEVE RESULTS INTENDED BY YOU AND FOR THE INSTALLATION, USE AND RESULTS THAT YOU WILL ACHIEVE WITH THE APP AND/OR SERVICES. USE OF THE APP AND/OR SERVICES AND ANY LINKED SITES IS AT YOUR SOLE RISK.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL THE PROVIDER, ITS EMPLOYEES OR LICENSE PROVIDERS BE HELD LIABLE FOR ANY LOST PROFIT, REVENUE, OR SALES, OR FOR ANY LOSS OF DATA, OR FOR COSTS EXPENDED TO PROCURE SPARE GOODS OR SERVICES, FOR PROPERTY DAMAGE, PERSONAL DAMAGE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, ACCIDENTAL, ECONOMIC, COVERING, CRIMINAL, SPECIAL OR SUBSEQUENT DAMAGE, CAUSED IN ANY MANNER WHATSOEVER, WHETHER ARISING FROM A CONTRACT, WILLFUL MISCONDUCT, NEGLIGENCE OR OTHER FACT ESTABLISHING THE OCCURRENCE OF LIABILITY, INCURRED DUE TO THE USE OF OR IMPOSSIBILITY TO USE THE APP AND/OR SERVICES, EVEN IN THE EVENT THAT THE PROVIDER OR ITS LICENSE PROVIDERS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF LIABILITY BUT MAY ALLOW THE LIMITATION OF LIABILITY, THE ENTIRE LIABILITY OF THE PROVIDER, ITS EMPLOYEES OR LICENSE PROVIDERS SHALL BE LIMITED TO THE PRICE THAT YOU HAVE PAID FOR THE ACCESS TO AND USEOF THE APP AND SERVICES.
- Modifications to the Service; Discontinuance. Provider reserves the right to change or discontinue the Services at any time, with or without notice. Provider shall be in no way liable for any consequence to anyone or anything which results from our decisions regarding continuing, changing, or discontinuing any features of the App and/or Services.
- Termination. Provider may suspend or terminate your account and/or access to the App and/or Services at any time with or without notice if you fail to comply with these Terms, as determined by Provider in its sole and absolute discretion. If your account is terminated for any reason, you agree that you may not have permission to access any data on the Service, and that such data, if any, may be permanently removed from Provider’s servers. In the event of your death, any rights to your account or any data contained within your account terminate shall terminate. Upon receipt of a copy of a death certificate, all contents of your account shall be permanently deleted. Provider is not obligated to give you access to any data which you have transmitted, uploaded or otherwise stored using the Service in any way. You further agree that Provider is not obligated in any way to refund any portion of monies paid for a subscription service period if the account is terminated for any reason whatsoever.
- Indemnification. You agree to indemnify and hold Provider, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, licensors, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Provider by any third party due to or arising out of or in connection with your use of the App and/or Services.
- Governing Law. This Agreement shall be governed in all respects solely and exclusively by the laws of the State of Texas, without regard to its choice of law rules. The parties hereby irrevocably (i) submit to the exclusive jurisdiction of the state and federal courts of Dallas County, Texas, U.S.A., and (ii) waive any objections that they may now or hereafter have as to the venue of any such action or proceeding brought in such court or that such court is an inconvenient forum. The parties agree that service of process upon either party may be made by certified or registered mail, return receipt requested, at such party’s address as provided herein. Nothing in this Agreement shall affect the rights of either party to serve process in any other manner permitted by law.
- Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered by either certified mail, return receipt requested, overnight express courier service, hand delivery or fax to the respective addresses set forth on the cover page of this Agreement or to such other address as either party may designate in writing from time to time. Except as provided herein, notice sent by certified mail or courier shall be deemed given three days after the date mailed; notice sent by courier shall be deemed given the next day after dispatch (provided the courier guarantees overnight delivery, otherwise, upon receipt); notice sent by fax shall be deemed given upon sender’s receipt of confirmation that the fax transmission was completed; notice sent by hand delivery shall be deemed given when delivered.
- Disputes. In the event of any controversy or dispute between Provider and you arising out of or in connection with your use of the App and/or Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
- Relationship of the Parties. Nothing in this Agreement shall be construed as creating any agency or partnership between the Parties, and neither party shall have any express or implied power or authority to act on or make any representations whatsoever on behalf of the other party.
- No Further Obligations. This Agreement imposes no other obligations on the side of the Provider except for the obligations specifically listed in this Agreement.
- Assignment. You may not assign any of your rights or delegate any of your obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of Provider. Assignment without such consent will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
- No Waiver; Severability. No failure or delay by either party in exercising any right or remedy under this Agreement will operate or be deemed as a waiver of any such right or remedy. Any provision of this Agreement that is held to be unenforceable in any jurisdiction will be ineffective only as to that jurisdiction, and only to the extent of the unenforceability of such provision without invalidating the remaining provisions hereof.
- Headings and Numbers. The section headings and numbers appearing in this Agreement are inserted only as a matter of convenience and in no way, by their appearance or order of appearance, define, limit, construe or describe the scope or extent of such section, or in any way affect the meaning or construction of any term of this Agreement.
- Limitations on Actions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.
- Entire Agreement. This Agreement constitutes the complete and entire agreement between you and Provider governing your access to and use of the App and Services. This Agreement supersedes, and the terms of this Agreement govern, any prior version of these Terms with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services from Provider, any affiliate services or third-party App or services.