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                             Data Protection & Privacy Review For
UserFocus               20 Feb 2021

Information privacy, also known as data privacy or data protection, is the relationship between the collection and dissemination of data, technology, the public expectation of privacy, legal and political issues surrounding them.

Privacy concerns exist wherever personally identifiable information or other sensitive information is collected, stored, used, and finally destroyed or deleted – in digital form or otherwise. Improper or non-existent disclosure control can be the root cause for privacy issues. Data privacy issues may arise in response to information from a wide range of sources.

 Terms of Use

The Content:

1.     Agreement Between You and UserFocus.

2.     General Terms & Conditions.

3.     User Accounts.

4.     Fees.

5.     Service Availability & Support.

6.     Security.

7.     UserFocus’s Proprietary Rights.

8.     Service Use Restrictions.

9.     Your Content & License from You.

10.  Feedback.

11.  Exclusion of Warranties.

12.  Limitation of Liability.

13.  Indemnification.

14.  Changes to Service.

15.  Termination of Service.

16.  Governing Law and Venue.

17.  Third Party Websites & Servers.

18.  Miscellaneous Legal Terms.

19.  Questions.



1. Agreement Between You and UserFocus

1.1 Please read the following terms of service (the “Terms”) carefully. By using or otherwise accessing our services and/or by creating an account with us, you, acknowledge that you have read, understood and agree to be bound by these Terms, and the terms and conditions of the Privacy Policy (you can find and read at http://www.userfocus.app/privacy, when using any service or services, (collectively, the “Service”) offered by UserFocus, a corporation registered in Oakland, United States, or its parents, affiliates or subsidiaries (collectively, ”UserFocus” or ”we”), on or through the any website made available by UserFocus (collectively, the ”Site”). The term “you” (and “your”) for purposes of these Terms, means both you in your individual capacity, and if applicable, the company or other legal entity whom you represent and on whose behalf you use the Service.

1.2 In order to use the Service you must agree to these Terms. You may agree to the terms by clicking the “I Accept” box, or by actually using the Service.
You acknowledge and agree that UserFocus will treat your use of the Service as acceptance of these Terms from the time you first use the Service.

1.3 Please note that we offer the Services “AS IS” and without warranties. If you create an account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf.

1.4 Please note that while we make reasonable efforts to provide you with accurate content, we make no guarantees, representations or warranties, whether expressed or implied, with respect to information, quality of content, benefit information, or any other content available through the services or the website. in no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on any such content. furthermore, we do not in any way endorse or recommend any individual or entity listed or accessible through the services.

2. General Terms & Conditions

2.1 Our company is registered legally in the united states of America. and we have the required governmental permissions to provide our services.

2.2 By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated herein. Before using our services, please carefully review our Privacy Policy. All personal information provided to us as a result of your use of our services will be handled in accordance with our Privacy Policy. To the extent there are inconsistencies between these Terms of Use and our Privacy Policy, these Terms of Use control.

2.3 You are responsible for maintaining the security of your usage to this website. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

2.4 You agree that to the extent you provide personal information to UserFocus it will be true, accurate, current, and complete and that you will update all personal information as necessary. The use of company logos, advertisements, web addresses, contact information, pictures of celebrities or the unauthorized use of images owned by others is prohibited.

2.5 You are responsible for all content posted and activity that occurs under your identity.

2.6 You may not use the Service for any illegal purpose or to violate any laws in your jurisdiction (including but not limited to copyright laws).

2.7 You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.

2.8 You can seek removal of content posted on our website, by contacting us,
We will endeavor to review such requests and to remove the content and users that we determine should be removed, in our sole discretion and in accordance with these Terms of Use and applicable law. However, by providing a mechanism for the submission of complaints, we make no promises that we will review all such complaints or that we will take any action in response to such complaints. Please be aware, however, that if the content has already been distributed to other websites or published in other media, we will not be able to recapture and delete it. Also, a back-up or residual copy of the content we remove from this website may remain on back-up servers.

2.9 If you request to delete any personal information that you have provided. Within 30 days we will review and proceed your request, and this information will be permanently removed from our database.

Please be aware, however, that if the information has already been distributed to other websites or published in other media, or provided analytics we will not be able to recapture and delete it. Also, a back-up or residual copy of the content we remove from this website may remain on back-up servers.

The removal of the information may be deletion or a completely irreversible disfiguring for the information.

2.10 The Company reserves the right to refuse service to anyone for any reason at any time.

2.11 We may collect the needed information to provide the requested service through our portal, email, fax, text, calls and mail.

2.12 While most individuals who use UserFocus have successful experiences, from time to time we do receive reports of people attempting to scam or defraud the community.

2.13 Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.

2.14 You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

2.15 You must not modify, adapt or hack the website.

2.16 You must not modify another website or Website so as to falsely imply that it is associated with the Service or the Company.

2.17 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company.

2.18 Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer, Company employee or officer will result in immediate action by the company.

2.19 You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

2.20 You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.

2.21 This website may provide links to other websites operated by third parties. Because we have no control over third-party websites, we are not responsible for the availability of those websites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites. UserFocus shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. These Terms of Use do not apply to your use of third-party websites; your use of such websites is subject to the terms and policies of the owner of such websites.

2.22     The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and governs your use of the Service, superseding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).

2.23 Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

2.24 The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice.

Questions about the Terms of Service should be sent to [email protected].

3. User Accounts

3.1 In order to use the Service, you must register with us to open a UserFocus account (“Account”). By opening an Account, you represent and warrant that: (a) all information you submit in connection with your opening and use of your Account is true, accurate, current, and complete; (b) you will promptly notify us if your information changes so that we can update our records; and (d) your use of the Service does not violate any applicable law, rule or regulation. You are responsible for maintaining this information current.

3.2 You are solely responsible for maintaining the security and confidentiality of the information you hold for your Account, including, without limitation, your username and password, and for any and all activity that occurs through your Account as a result of your failure to keep this information secure and confidential. You hereby agree to notify UserFocus immediately if you become aware of any unauthorized use of your Account, user name or password, or any other breach of security in connection therewith. You may be held liable for losses incurred by UserFocus or any third party due to someone else using your Account, user name or password as a result of your failing to keep your Account information secure and confidential. You are strictly prohibited from using anyone else’s Account, user name or password at any time and for any reason. UserFocus is not liable to you or any third party for your failure to comply with your obligations under this paragraph.

4. Fees

4.1 The fees, if any, that you are required to pay to use the Service, and the corresponding usage limitations (the “Quota”) that will be made available to you, Fees will be billed in advance.

4.2 Unless otherwise agreed by UserFocus and you, all fees are payable in U.S. Dollars. Fees are exclusive of taxes or other charges. All fees are exclusive of, and you will be responsible for payment of, taxes, levies, duties or similar local, state, provincial, federal or foreign jurisdiction governmental assessments on the Services.

4.3 UserFocus reserves the right to suspend or terminate your use of the Service (and access to your Content) if you fail to pay any fees due in connection with your use of the Service. Any outstanding fees are immediately due and payable upon termination of your use of the Service for any reason.

4.4 The Account and linked User Accounts shall be renewed on an annual basis automatically, unless terminated as per these Terms. UserFocus may provide prior notice of renewal of said accounts before renewal.

4.5 All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at
[email protected].

5. Service Availability & Support

5.1 UserFocus may temporarily suspend your access to any portion or all of the Service and your Content (as defined below) if UserFocus reasonably determines that: (a) there is a threat or attack on the Service (including a denial of service attack) or other event that may create a risk to the Service, you or any other Service user; (b) your use of the Service or your Content disrupts or poses a security risk to the Service or any other Service user, may harm UserFocus’s systems or any other Service user, or may subject UserFocus or any third party to liability; (c) you are using the Service for fraudulent or illegal activities; (d) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) you are using the Site, Service or other UserFocus property in breach of these Terms; (f) you are in default of your payment obligations hereunder; or (g) there is an unusual spike or increase in your use of the Service (collectively, ”Service Suspensions'”). UserFocus will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to you (including notices posted on the Site or sent to your registered e-mail address) and to provide updates regarding resumption of the Service following any Service Suspension. UserFocus will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension.

5.2 UserFocus shall terminate your access to any portion or all of the Service and your Content upon termination of contract or non-renewal of Services.

6. Security

6.1 UserFocus will comply with all applicable privacy and data security laws and regulations governing its processing and storage of Customer Content. During the Subscription Term, UserFocus shall maintain and conform to a security program in accordance with industry standards that is designed to secure the Customer Content and protect against unauthorized disclosure or access of Customer Content. Such security programs shall include the implementation of appropriate administrative, technical and physical safeguards.

7. UserFocus’s Proprietary Rights

7.1 You hereby acknowledge and agree that UserFocus (or its licensors) own all legal right, title and interest in and to the Site and Service, including, without limitation, any intellectual property or other proprietary rights which subsist in the Site and Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and UserFocus, all materials on the Site, including, but not limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site and its content (except for your Content), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site, are all owned by UserFocus or licensors.

7.2 UserFocus shall fully own and retain all rights to anonymous usage data derived from your use of the Service (“Usage Data”) as aggregated with usage data from UserFocus’s other customers for its own business purposes such as support, operational planning, product innovation and sales and marketing of UserFocus’s services. For purposes of clarification, such Usage Data may not include any data that could reasonably identify you.

7.3 Nothing in these Terms gives you any right to use any of UserFocus’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. All rights not expressly granted by UserFocus under these Terms are reserved.

7.4 Subject to your compliance with these Terms, including, without limitation, your payment of all applicable fees, UserFocus hereby grants you a limited, personal, worldwide, royalty-free, non-transferable, sublicensable and non-exclusive license to use the Service for your internal business use, to store and manage your Content in such manner as permitted and/or specified by UserFocus from time-to-time in any applicable documentation or Service descriptions made available by UserFocus. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by UserFocus, in the manner permitted by these Terms.

7.5 You may be allowed to sub-license the Services to third-parties with written permission from UserFocus identifying the sub-licensee third-parties.

7.6 During, and after the termination of, your use of the Service, you will not assert, nor will you authorize or assist any third party to assert, against UserFocus or any of UserFocus Parties (as defined below), any patent infringement claim with respect to the Service.

8. Service Use Restrictions

8.1 You hereby represent and warrant that you will not, and will not permit any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Service or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Service, or any other systems or networks connected to the Site or Service, or to any UserFocus server, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Service; (c) use any device, software or routine to interrupt or interfere, or attempt to interrupt or interfere with, the proper operation and working of the Site or Service or any transaction being conducted on the Site or through the Service, or with any other person’s use of the Site or Service; (d) breach any security measures implemented on the Site or in the Service; (e) track or seek to trace any information on any other person who visits the Site or uses the Service; (f) forge headers or otherwise manipulate identifiers in order to disguise your identity, or the origin of any message or other communication that you send to UserFocus in connection with the Service; (g) pretend that you are, or that you represent, someone else, or impersonate any other person; (h) use the Service in the design, development, production, or use of missiles or the design, development, production, stockpiling, or use of chemical or biological weapons; (i) use the Service or Site for any illegal purpose, for soliciting the performance of any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; (j) upload or otherwise process any malicious content to, or through, the Service; (k) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the any UserFocus proprietary software used to provide, maintain, or otherwise applicable to, the Service, or made available to you in connection with the Service; or (l) provide UserFocus access to or upload or send through the Services any of the following sensitive personal information: social security numbers; passport or visa numbers; driver’s license numbers; taxpayer or employee ID; financial account or payment card information; passwords; medical or health records or information reflecting an individual’s medical treatment or the payment or provisioning of such treatment. You hereby agree that you will notify UserFocus if you become aware that the Site or Service is being used for any illegal or unauthorized purpose.

8.2 You hereby agree that you will notify UserFocus if you become aware that the Site or Service is being used for any illegal or unauthorized purpose.

9. Your Content & License from You

9.1 You hereby agree that you are solely responsible and liable for any and all information, data files, written text, computer software, music, audio files or other sounds, photographs, videos, images, and other content (collectively” Content”) that you store, transmit, display, or otherwise use in connection with the Service, and for the consequences of your actions in connection with such Content and your use of the Service. You agree that UserFocus has no responsibility to you or to any third party in connection with such Content. You are solely responsible for any losses or damage suffered by UserFocus in connection with your Content. You hereby represent and warrant that you will not store or otherwise use any Content in connection with the Service that: (a) violates these Terms; (b) is defamatory, libelous, abusive, illegal, profane, indecent, pornographic, obscene, hateful, offensive, harassing, or threatening in any way; (c) constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise intentionally or unintentionally violate any law, rule or regulation; (d) violates any third party’s copyright, trademark, patent, trade secret, or other personal or proprietary right; (e) invades or interferes with the rights of privacy or publicity of any person; or (f) contains a virus, malicious code or any other harmful component.

9.2 UserFocus reserves the right, at any time in its sole discretion and without notice to you, to pre-screen, review, monitor, flag, filter, modify, refuse or remove any or all Content from the Service, but UserFocus has no obligation to do so. You agree to immediately take down, delete or modify any Content that is stored by you through the Service that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from UserFocus. In the event that you elect not to comply with a request from UserFocus to take down, delete or modify certain Content, UserFocus reserves the right to directly take down, delete or modify such Content. UserFocus assumes no liability or responsibility arising from your activities in connection with the Service, including, without limitation, Content that you store or otherwise use in connection with Service.

9.3 UserFocus claims no ownership or control over your right, title and interest in your Content. You retain copyright and any other intellectual property and other proprietary rights you already hold in your Content, and you are solely responsible for protecting those rights, as you deem appropriate. By submitting, storing, displaying, or otherwise using your Content in connection with the Service, you hereby grant UserFocus a worldwide, royalty-free, fully-paid-up, non-exclusive license to reproduce, perform, modify, display, distribute, and otherwise use such Content for the purpose of enabling UserFocus to provide the Service to you, including, without limitation, storing and retrieving the Content, making the Content available through the Service, adapting the Content for technical display and transmission, conforming the Content to the limitation and terms of the Service, and any other use related to the maintenance, provision and improvement of the Service.

9.4 UserFocus will not disclose any of your Content, except: (a) if you expressly authorize us to do so in connection with your use of the Service; (b) as necessary to provide the Service to you; or (c) to comply with the request of any governmental or regulatory body, subpoenas or court orders, or as otherwise required by applicable law, rule or regulation. If we receive a subpoena, court order, or other request from a governmental or regulatory body requesting the disclosure of any of your Content, we will use good faith efforts to provide you with reasonable notice to allow you to seek a protective order or other appropriate remedy (except to the extent UserFocus’s compliance with the foregoing would cause it to violate a court order or other legal requirement). You are required to respond to third party requests about your Content, and we may provide your contact information to third parties, and suspend or terminate your access to the Service and your Content, if you fail to respond to such third party requests.

9.5 UserFocus may use usage patterns, trends and other statistical data derived from your Content and use of the Service for purposes of providing, operating, maintaining, or improving the Service.

10. Feedback

10.1 If you send or transmit any communications or materials to UserFocus by mail, electronic mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to our Site or Service, including without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback are, and will be treated as, non-confidential and non-proprietary. This means that you give up any claim that the use of such Feedback by UserFocus or its agents, violates any of your rights including moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way UserFocus uses such Feedback.

10.2 You hereby assign all right, title, and interest in, and UserFocus is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that UserFocus is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

11. Exclusion of Warranties

11.1 YOUR USE OF THE SITE AND SERVICE IS ENTIRELY AT YOUR OWN DISCRETION AND RISK. THE SITE AND SERVICE ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. USERFOCUS, ON BEHALF OF ITSELF, AND ON BEHALF OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND USERFOCUS’S AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS, (COLLECTIVELY, THE ”GOOD PARTIES”): (A) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE SERVICE, OR DATA PROVIDED THROUGH THE SERVICE, WILL MEET YOUR REQUIREMENTS, OR THAT ITS OPERATION WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ITS ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE.

11.2 THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND USERFOCUS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY USERFOCUS OR ANY PERSON ON BEHALF OF USERFOCUS SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.

11.3 NOTHING IN THESE TERMS, THIS SECTION 11, OR SECTION 13 BELOW, SHALL EXCLUDE OR LIMIT USERFOCUS’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

12. Limitation of Liability

12.1 SUBJECT TO SECTION 12.3 ABOVE, IN NO EVENT WILL USERFOCUS OR USERFOCUS PARTIES BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF USERFOCUS OR USERFOCUS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 USERFOCUS AND USERFOCUS PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE SITE OR SERVICE. IF, NOTWITHSTANDING THE FOREGOING, USERFOCUS OR ONE OF USERFOCUS PARTIES IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, USERFOCUS OR THE RELEVANT USERFOCUS PARTY’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO USERFOCUS DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO USERFOCUS’S LIABILITY.

13. Indemnification

13.1. You hereby agree to indemnify, defend and hold harmless UserFocus and UserFocus Parties (each an ”Indemnified Party”), from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Party(s) in connection with any actual or alleged claim arising out of: (a) your or your sub-licensee’s use of the Service; (b) any breach or alleged breach by you of these Terms; (c) any Feedback or Content provided by you; (d) any breach or alleged breach by you of a third party’s rights, including, without limitation, any intellectual property, privacy or publicity rights; (e) any damage caused by or alleged to have been caused by you to the Site or Service; or (f) any actual or alleged violation or non-compliance by you with any applicable law, rule or regulation, including, without limitation, the applicable spam laws.

13.2. Counsel you select for defense or settlement of a claim must be consented to by UserFocus and/or the Indemnified Party(s) prior to counsel being engaged to represent you and UserFocus and/or the Indemnified Party(s). You and your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the Indemnified Party(s) in the defense or settlement of any claim. UserFocus and/or the Indemnified Party(s) reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interest of UserFocus or any Indemnified Party(s) without the prior written consent of UserFocus and/or the Indemnified Party(s).

 

 14. Changes to Service

14.1. UserFocus is constantly striving to provide the best possible experience for its Service users. You acknowledge and agree that the form and nature of the Service which UserFocus currently provides may change from time-to-time without prior notice to you, subject to the terms in Section 4.5. Changes to the form and nature of the Service will be effective with respect to all versions of the Service. Examples of changes to the form and nature of the Service include, without limitation, changes to fees and payment policies, security patches, additional functionality, reduced functionality, and other enhancements.

15. Termination of Service

15.1 You may stop using the Service at any time by providing a notice in writing or by email of at least fourteen (13) business days. In such an event, you will not be entitled to any refund of any fees that you have paid prior to you ceasing to use the Service as stated in Section 4.

15.2 UserFocus reserves the right in its sole discretion to cease or suspend providing all or any part of the Service immediately without any notice to you, if: (a) you breach, or threaten or intend to breach, these Terms; (b) UserFocus is required to do so under any applicable law, rule or regulation, including, without limitation, the applicable spam laws; (c) the Service relies on data, services or another business relationship between UserFocus and a third party service provider, and such relationship terminates or changes in such a way that affects UserFocus’s ability to continue providing the Service; (d) continuing to provide the Service could create a substantial economic burden on UserFocus as determined by UserFocus in its sole discretion; or (e) continuing to provide the Service could create a security risk or material technical burden as determined by UserFocus in its sole discretion.

15.3 If your use of the Service is terminated or suspended pursuant to Sections 15.1 or 15.2 above, except to the extent prohibited by any applicable law, rule or regulation, you will immediately lose access to, and the ability to export, your Content. Without limiting the foregoing, the rights set forth in this Section 15.3 are subject to your payment of any outstanding fees due upon and after termination of your use of the Service.

15.4 Any of your obligations under these Terms which by their nature are intended to survive the termination of your use of the Service, shall continue to apply to you after you cease to use the Service.

15.5 UserFocus may notify the relevant law enforcement authorities or other third parties, of any illegal or other prohibited conduct by you, including, without limitation, your violation of these Terms or unauthorized use of the Site or Service.

15.6 In the event UserFocus decides to stop offering any or all Services, UserFocus shall provide a notice in writing or email to you of not less than sixty (60) days.

16. Governing Law and Venue

16.1. These Terms will be construed and enforced in all respects in accordance with the laws of the state of Oakland, United states of America without reference to its choice of law rules. Except as set forth below in Section 16.2, the courts seated in Oakland, United states of America shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that UserFocus may seek to enforce any judgment in its favor in any court of competent jurisdiction.

16.2. Notwithstanding the foregoing, UserFocus may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach of these Terms may result in immediate and irreparable damage to UserFocus for which there is no adequate remedy at law.

16.3. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Site or Service. Furthermore, these Terms (including without limitation, the Site and Service) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.

16.4. Any cause of action arising under these Terms must be commenced by you within one (1) year after the claim or cause of action arises.

17. Third Party Websites & Servers

17.1. The Site and Service may provide links to other websites and hosting servers that are not owned or operated by UserFocus (“Third Party Websites”). UserFocus provides these links to you as a convenience only, and UserFocus does not verify, make any representations concerning, or take responsibility for, such Third Party Websites, or the products or services offered through such third party websites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content of, or activities conducted on, such Third Party Websites. You should use your own independent judgment before accessing and using such Third Party Websites, or products or services offered through such third party websites.

17.2. These Terms and the Privacy Policy do not apply to such Third-Party Websites, and you should review such Third Party Websites’ privacy policies, terms and conditions and business practices as they may be different to those of UserFocus and it is your sole responsibility to comply with such terms. Your dealings and communications with any third party in connection with the Third Party Websites are solely between you and such third party.

17.3. Any reference on the Site, or through the Service, to any product, process, publication or service of any third party, by trade name, domain name, trademark, trade identity, service mark, logo, manufacturer or otherwise, does not constitute or imply UserFocus’s endorsement or recommendation thereof, and your use of any Third Party Websites and third party product, process, publication, or service is entirely at your own risk.

18. Miscellaneous Legal Terms

18.1. These Terms, the Privacy Policy, together constitute the entire agreement between you and UserFocus with respect to the Service (excluding any services which UserFocus may provide to you under a separate written agreement), and completely supersedes, cancels and replaces any and all other written or oral agreements or understandings previously existing between you and UserFocus with respect to the Service.

18.2. The failure of UserFocus to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.3. If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect.

18.4. Any notice or other communications by UserFocus relating to the Service may be made by letter, e-mail or posting on the Site, and you hereby consent to receive notices and other communications in electronic form to the extent permitted by applicable law.

18.5. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each Indemnified Party shall be a third-party beneficiary hereunder and accordingly, shall be entitled to directly enforce and rely upon any provision of these Terms that confers a right or remedy in favor of it.

18.6. UserFocus may assign or transfer its rights, or delegate any performance, under these Terms to a third party in its sole discretion. You may not assign or otherwise transfer your rights, or delegate your performance, under these Terms to any third party without in each and every case, UserFocus’s express prior written consent.

18.7. UserFocus will not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of the common enemy, earthquake, fire, flood or other acts of God, the elements, epidemics, labor conditions, power failures, and Internet disturbances.

18.8. UserFocus may take any legal action against you to enforce these Terms or to prevent the breach of these Terms, including, without limitation, seeking equitable remedies or using technical means at its disposal. In addition to any other legal, equitable or technical rights and remedies that it may have, UserFocus may without limitation, immediately terminate or suspend your use of the Service and access to your Content, if UserFocus believes in its sole discretion that you are violating these Terms, or that you intend to do so.

18.9. UserFocus may add to, change or remove any part, term or condition of these Terms or Privacy Policy at any time without prior notice to you. It is your responsibility to check these Terms and Privacy Policy periodically for changes. By continuing to use the Service, you are indicating your acceptance of such changes. However, we will provide written notice to you of any significant changes to these Terms or Privacy Policy (including notices posted on the Site or sent to your registered e-mail address).

18.10. You may not access the Service if you are a direct competitor of UserFocus’s, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

19. Questions

If you have any questions about this website or these Terms of Use, please contact us at: https://www.userfocus.app/contact.

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