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
1. Agreement Between You
Terms & Conditions.
Availability & Support.
Content & License from You.
11. Exclusion of Warranties.
12. Limitation of Liability.
14. Changes to Service.
15. Termination of Service.
16. Governing Law and Venue.
17. Third Party Websites &
18. Miscellaneous Legal Terms.
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.
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
incorporated herein. Before using our services, please carefully review our
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
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
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
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”
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
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
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
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
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].
3.1 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.
4.1 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
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].
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.
6.1 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
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
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
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.
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
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.
10.1 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.
11.1 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
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.
12.1 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
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.
15.1 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.
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.
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.
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
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
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.
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.
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
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.
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.
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
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.
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.
UserFocus may add to, change or remove any part, term or condition of these
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
on the Site or sent to your registered e-mail address).
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.
us at: https://www.userfocus.app/contact.