Patlytics Terms of Service
Last Updated: September 06, 2023
THE FOLLOWING ARE THE TERMS OF SERVICE GOVERNING THE PATLYTICS OFFERINGS (“OFFERINGS”), INCLUDING:
(i) ACCESSING, DOWNLOADING OR USING ANY OF THE PATLYTICS APPS OR WWW.PATLYTICS.COM (“APPS”, “WEBSITE”, “PLATFORM”);
These Terms of Service (as amended from time to time, “Terms”) have been established by Patlytics, Inc (“Patlytics”, “we”, “us”, “our”, “Organization”) to govern the Offerings. By signing up for an account on the Platform or otherwise using or accessing any of the Offerings, you (“you” or “User”) acknowledge that you have read, agree to, and are legally bound by these Terms. The Privacy Policy and all such additional terms, guidelines, and rules as set forth hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User.
PLEASE READ THESE TERMS OF THESE OFFERINGS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PATLYTICS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than 14 days after they are posted, except that changes addressing new functions of the Platform or any of the Offerings will be effective immediately. Your continued use of the Platform or any of the Offerings and after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
Please email us at paul@patlytics.com to report any violations of the Terms of Service or to pose any questions regarding the Terms of Service.
1. Certain General Terms
A. Patlytics May Discontinue or Modify Offerings
Patlytics shall have the right at any time to modify or discontinue any or all aspects or features of the Offerings, temporarily or permanently, with or without notice. You agree that Patlytics will not be liable to you or to any third party for any modification, suspension or discontinuance of the Offerings. We have no obligation to retain any part of the Offerings for any period of time beyond what may be required by applicable law.
B. Patlytics May Deny Access to or Use of the Offerings
Patlytics reserves the right to terminate a User’s access to or use of any or all of the Offerings at any time, without or without notice, for violation of these Terms or for any other reason, or based on the discretion of Patlytics. Patlytics reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Organization’s sole discretion. Collectibles or other materials uploaded to the Offerings may be subject to limitations on usage, reproduction and/or dissemination; Users are responsible for adhering to such limitations if you acquire a Collectible. Users must always use caution when giving out any personally identifiable information through any of the Offerings. Patlytics does not control or endorse the content, messages or information found in any Offerings and Patlytics specifically disclaims any liability with regard to the Offerings and any actions resulting from any User’s participation in any Offerings.
C. Monitoring
Patlytics shall have the right, but not the obligation, to monitor the content of the Offerings, to determine compliance with these Terms and any operating rules established by Patlytics and to satisfy any law, regulation or authorized government request. Patlytics shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted through the Offerings. Without limiting the foregoing, Patlytics shall have the right to remove any material that the Organization, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable
D. Copyright Notice
“Patlytics” and its logos are trademarks of Patlytics. All rights reserved. All other trademarks appearing in the Offerings are the property of their respective owners.
E. Privacy Policy
To access the Offerings, a User must explicitly consent to the Organization’s privacy and data security practices, which can be found by visiting our Privacy Policy.
2. Conditions of Use
A. License to Use
The Offerings are to be used solely for the purposes described within these Terms of Service, and may not be exploited in any commercial manner not expressly granted herein. Except for the foregoing limited license, no right, title or interest shall be transferred to you. Unless otherwise expressly authorized herein or in the Offerings, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or Upload (as defined below) for any commercial purposes, any portion of the Offerings, use of the Offerings, or access to the Offerings.
B. Registration Obligations
Anyone can browse the Platform without registering for an account. You may be required to register with Patlytics in order to access and use certain features on the Platform. If you choose to register for the Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by our registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are between 13 and 18 years old, you must have the expressed permission of a parent or legal guardian who can accept these Terms on your behalf. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.
Any User found to be falsely representing their identity shall have their account immediately terminated and potentially be liable for civil and criminal penalties.
C. Member Account, Password, and Security
You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (i) immediately notify Patlytics of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session when accessing the Platform. Patlytics will not be liable for any loss or damage arising from your failure to comply with this Section.
D. User Conduct
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials, including all Collectibles, comments, and posts for Distribution (“User Content”) that you upload, post, publish or display (hereinafter, “Upload”) or email or otherwise use via the Platform. The following are examples of the kind of User Content and/or use that is illegal or prohibited Patlytics. Patlytics reserves the right to investigate and take appropriate legal action against anyone who, in the Organization’s sole discretion, violates this provision, including without limitation, removing the offending User Content from the Platform, suspending or terminating the accounts of such violators and reporting you to the law enforcement authorities.
When using any of our Offerings, no User is allowed to:
(i) email or otherwise Upload or share any User Content that: (a) infringes any intellectual property or other proprietary rights of any party; (b) you do not have a right to Upload under any law or under contractual or fiduciary relationships; (c) contains software 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; (d) poses or creates a privacy or security risk to any person; (e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (f) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (g) in the sole judgment of Patlytics, is objectionable or which restricts or inhibits any other person from using or enjoying the Offerings, or which may expose Patlytics or its users to any harm or liability of any type; (h) constitutes a lottery or violates state or federal sweepstakes regulations.
(ii) interfere with or disrupt the Patlytics or servers or networks connected to the Patlytics, or disobey any requirements, procedures, policies or regulations of networks connected to Patlytics;
(iii) violate any applicable local, state, national or international law, or any regulations having the force of law;
(iv) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(v) solicit personal information from anyone under the age of 18;
(vi) harvest or collect email addresses or other contact information of other users from the Platform or Offerings by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(vii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
(viii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
(ix) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided via the Offerings;
(x) causes damage to Patlytics or impair the availability of access to the Offerings;
(xi) decompile, reverse engineer, disassemble or otherwise reduce the Offerings, except to the extent that such activity is expressly permitted by applicable law;
(xii) copy, store, host, transmit, send, use, publish or distribute any material that consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit and/or other harmful code or malicious software;
(xiii) conduct any systematic or automated data collection activities, including, but not limited to scraping, data mining, data extraction or data harvesting on or in relation to the Offerings without Patlytics’ express written permission;
(xiv) transmit or send any unsolicited commercial communications;
(xv) for any third-party marketing without Patlytics’ express written permission;
(xvi) manipulate the price of a Collectible in any way, including bidding on your own items, preventing bidding, or using the Offerings to conceal economic activity;
(xvii) violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;
(xviii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;
(xix) create user accounts by automated means or under false or fraudulent pretenses;
(xx) access or use the Offerings for the purpose of creating a product or service that is competitive with any of our products or services.
E. User Content
You represent and warrant that you own all right, title and interest in and to User Content, including, without limitation, all copyrights and rights of publicity contained therein. By Uploading any User Content you hereby grant and will grant Patlytics, its affiliated companies and partners, a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to Patlytics (“Submissions”), provided by you to Patlytics, its affiliated companies or partners are non-confidential and Patlytics, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Patlytics may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Organization, its users and the public.
By submitting or posting User Content, you agree to the following rules:
(i) You have or own the necessary rights, consents, releases, licenses, and/or permissions for the User Content;
(ii) The User Content will not damage you, us, or any third party;
(iii) The User Content is accurate and complete;
(iv) The User Content is not defamatory, false, threatening, harassing, abusive, hateful, offensive, libelous, obscene, excessively violent, pornographic, inappropriate, or encouraging of conduct that would be considered a criminal offense, give rise to civil liability, or violate any law or violate the Terms of Service;
(v) The User Content does not solicit business without the prior written consent of Patlytics; and
(vi) You will not do or attempt to do anything to harm, disrupt, or interfere with Patlytics’s security, system, accounts, passwords, servers, data, or networks.
User Content is the sole responsibility of the person(s) who created it, and Patlytics and its employees, agents, directors, and officers, undertake no obligation or liability related to such User Content. Patlytics and its employees, agents, directors, and officers, do not undertake or assume any duty to monitor for inappropriate or unlawful User Content or User Content that breaches these Terms of Service, nor does it assume responsibility or liability that may arise from the User Content, including, but not limited to, claims of defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, fraud, or misrepresentation.
Patlytics has sole discretion when determining whether certain User Content violates the Terms of Service and to remove any User Content. Patlytics further reserves the right to, in its sole discretion, remove or block any User who violates any of the terms herein.
K. Defamatory Comments
You agree and understand that you may be held legally responsible for damages suffered by other users or third-parties as the result of your remarks, information, feedback or other User Content uploaded or made available on the Patlytics that is deemed defamatory or otherwise legally actionable. Patlytics is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other content posted or made available across the Offerings.
L. Third Party Material
Under no circumstances will Patlytics be liable in any way for any content or materials of any third parties or any links provided to third-party websites or applications (“Third-Party Content”), including, but not limited to, for any errors or omissions in any Third-Party Content, or for any loss or damage of any kind incurred as a result of the use of any such Third-Party Content. You acknowledge that Patlytics does not pre-screen Third-Party Content, but that Patlytics will have the right (but not the obligation) in its sole discretion to refuse or remove any Third-Party Content that is available via the Offerings. Without limiting the foregoing, Patlytics will have the right to remove any Third-Party Content that violates these Terms of Service or is deemed by Patlytics, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Third-Party Content, including any reliance on the accuracy, completeness, or usefulness of such content.
3. Intellectual Property Rights
Patlytics owns all rights in (i) the Platform (ii) other Offerings (iii) all content across the Offerings, other than User Content (iv) any associated technologies, and (v) Patlytics’s trademarks and any goodwill, derivative works, improvements and/or intellectual property associated with the Offerings (collectively the “Patlytics IP”). Users will not copy, modify, distribute, sell, or lease the Offerings or the Patlytics IP or any part thereof or attempt to unlock or bypass any encryption or other protections used by Patlytics. Users acknowledge that the Offerings and Patlytics IP constitutes Patlytics trade secrets and confidential information. Users will not use any such information to duplicate the Offerings or the results of the Offerings or to develop a similar Offerings, or to enable any third party to do any of the foregoing. Users shall not develop or use any alternative app or website that is substantially similar to the Offerings. Any violation of this provision shall be deemed to be an infringement of Patlytics’s intellectual property and may result in termination of your account at Patlytics’s sole discretion and/or taking any legal action that Patlytics may deem necessary.
The following uses of the Offerings and Patlytics IP are not permitted:
(i) Republication of content from the Offerings, unless content is specifically and expressly made available for republication;
(ii) Sale, rental or sub-license of any content from the Offerings;
(iii) Reproduction or duplication of any content on the Offerings for commercial purposes;
(iv) Modification of any content on the Offerings, unless content is specifically and expressly made available for modification;
(v) Redistribution of content of the Offerings, unless content is specifically and expressly made available for redistribution.
Names and logos used and displayed via the Offerings may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Patlytics. Nothing in this Terms of Service or the Offerings should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Offerings displayed on the Offerings, without our prior written permission in each instance. All goodwill generated from the use of Patlytics Trademarks will inure to our exclusive benefit.
4. Copyright Infringement
A. Complaints
Patlytics respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Patlytics of your infringement claim in accordance with the procedure set forth below.
Patlytics will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Patlytics’s Copyright Agent paul@patlytics.com (Subject line: “Patlytics DMCA Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(iii) a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;
(iv) your address, telephone number, and email address;
(v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
(vi) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
B. Counter-Notice
If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
(i) your physical or electronic signature;
(ii) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
(iii) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content;
(iv) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of Patlytics’s choosing and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Patlytics will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
C. Repeat Infringers
In accordance with the DMCA and other applicable law, Patlytics has adopted a policy of terminating, in appropriate circumstances and at Patlytics’s sole discretion, Users who are deemed to be repeat infringers. Patlytics may also at its sole discretion limit access to the Platform and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
D. Additional Agreements
Creators expressly agree to refund to the Collector and/or Patlytics the entire portion of Fees received from the sale of a Collectible that was subsequently removed from the Site pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counter-Notification. Patlytics will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.
Creators, Collectors, and all Users expressly agree to cooperate and timely respond to Patlytics’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement. Users agree to initiate a “burn” transaction upon Patlytics’s request for Collectible that have been permanently removed from the Platform pursuant to a valid DMCA Take-Down Notice, or that are otherwise alleged to be infringing.
5. Beta Functionality
Certain features offered by Patlytics may be offered while still in “beta” form (“Beta Features”). Patlytics will utilize best efforts to identify the Beta Features. By accepting these Terms or using the Beta Features, you understand and acknowledge that the Beta Features are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Features may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA FEATURES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Features.
6. Risks, Disclaimers and Limitations of Liability
A. Indemnity and Release
You agree to release, indemnify and hold Patlytics and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
B. Disclaimer of Warranties
PATLYTICS MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.
C. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PATLYTICS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY DIGITAL ARTWORK, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PATLYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY DIGITAL ARTWORK, GOODS, DATA, INFORMATION OR PLATFORMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL PATLYTICS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID PATLYTICS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, TEN DOLLARS ($10).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
D. No Consequential, Incidental or Punitive Damages
Notwithstanding anything to the contrary contained in these Terms, Patlytics shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not the Organization has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.
E. No Responsibility for Collectibles; No Guarantee of Uniqueness or IP
Patlytics has no responsibility for the Collectibles created or traded by Users on the Platform. Patlytics does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Collectible created or traded by Users on the Platform.
F. No Professional Advice or Liability
All information provided by or on behalf of Patlytics is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of Patlytics. Before Users make any financial, legal, or other decisions involving the Offerings, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.
G. Limited Survival Period for Claims
Any claim or cause of action a User may have or acquire in connection with the Offerings or any of the other matters contemplated by these Terms shall survive for the shorter of, and may be brought against Patlytics solely prior to: (i) the expiration of the statute of limitations applicable thereto; and (ii) the date that is six (6) months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose.
H. Third-Party Offerings and Content
References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Offerings. In addition, third parties may offer promotions related to the Offerings. Patlytics does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases Patlytics from all liability arising from User’s use of any such resources, products, services or content or participation in any such promotions. User further acknowledges and agrees that Patlytics 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 use of or reliance on any such resources, products, services, content or promotions from third parties.
J. Officers, Directors, Etc.
All provisions of these Terms which disclaim or limit obligations or liabilities of Patlytics shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Patlytics.
7. Governing Law
These Terms shall be governed by and construed and interpreted in accordance with the laws of the jurisdiction of Patlytics’s choosing (“Patlytics Jurisdiction”) irrespective of the choice of laws principles of the Patlytics Jurisdiction, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Although the Offerings may be available in other jurisdictions, each User hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over Patlytics in any forum outside the Patlytics Jurisdiction.
8. Arbitration
A. Settlement Negotiations
If a User has a potential legal dispute, claim or cause of action against Patlytics, the User shall first (prior to initiating any litigation proceedings) contact Patlytics by sending an email to paul@patlytics.com describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by Patlytics, User shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this Section.
B. Agreement to Binding, Exclusive Arbitration
(i) Mandatory Binding Arbitration
Except as set forth in the Terms, all claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, “Disputes”) shall be finally settled by binding arbitration, rather than in court. The arbitrator, and not any federal, state or local court, agency or other governmental authority, shall have exclusive authority to resolve all Disputes.
(ii) Waiver of Jury Trial
The parties hereby acknowledge, represent and warrant that they understand that: (i) there is no judge or jury in arbitration, and, absent this mandatory provision, the parties would have the right to sue in court and have a jury trial concerning Disputes;
(ii) in some instances, the costs of arbitration could exceed the costs of litigation; (iii) the right to discovery may be more limited in arbitration than in court; and (iv) court review of an arbitration award is limited. The United States Federal Arbitration Act and federal arbitration law apply to these Terms. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.
C. Arbitration Procedures
Patlytics or any User may initiate an arbitration proceeding by delivering written notice to the other, whereupon the parties shall reasonably cooperate to select an arbitrator and submit the relevant Dispute to such arbitrator. In the event the parties are unable to agree on the selection of an arbitrator within 15 days from the filing of a demand for arbitration, for cases located in the United States, the American Arbitration Association (the “AAA”) shall appoint the arbitrator. Any such arbitration shall be administered by the AAA in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA excluding any rules or procedures governing or permitting class actions. Patlytics will seek attorneys’ fees and costs in arbitration if the arbitrator determines the claims are frivolous. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and reasoned, and binding on the parties, and may be entered by any party as a judgment in any court of competent jurisdiction.
D. Seat of Arbitration
The seat of arbitration shall be determined by Patlytics. The arbitrator may choose to have the arbitration of any Dispute conducted by telephone, based on written submissions, or at a mutually agreed location; provided, however, that Patlytics may opt to transfer the venue of any arbitration hearing to any location of its choosing in the event that it agrees to pay any additional fees or costs a User may reasonably incur as a result of the change in venue, as determined by the arbitrator, and, subject to the foregoing, a User hereby agree to submit to the personal jurisdiction of any federal or state court in the location of Patlytics’s choosing in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
E. Confidentiality of Arbitration
Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.
F. Class Action Waiver
(i) No Class Actions Permitted
All Users hereby agree that any arbitration or other permitted action with respect to any Dispute shall be conducted in their individual capacities only and not as a class action or other representative action, and the Users expressly waive their right to file a class action or seek relief on a class basis. USERS SHALL BRING CLAIMS AGAINST PATLYTICS OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
(ii) Agreements if Class Action Waiver Unenforceable
If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this Section is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void with respect to any Dispute that would thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any Dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in the location of Patlytics’s choosing and to accept service of process by mail with respect to such Dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such Dispute.
G. California End-User Consumer Rights
In accordance with Cal. Civ. Code Sec. 1789.3, if a User is a California State resident, the User may file grievances and complaints regarding the Offerings with the California Department of Consumer Affairs, Consumer Information Division; 1625 North Market Blvd., Suite N 112, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by phone at 800- 952-5210; or by email to: dca@dca.ca.gov.
9. User Disputes
You agree that you are solely responsible for your interactions with any other user in connection with Patlytics will have no liability or responsibility with respect thereto. Patlytics reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Offerings.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT PATLYTICS HAS NOT, AND DOES NOT, IN ANY WAY: (I) SCREEN THE USERS OF THE OFFERINGS; (II) INQUIRE INTO THE BACKGROUNDS OF ITS USERS OF THE OFFERINGS; OR (III) REVIEW OR VERIFY THE STATEMENTS OF ITS USERS OF THE OFFERINGS. YOU HEREBY AGREE TO EXERCISE REASONABLE PRECAUTION IN ALL INTERACTIONS WITH OTHER USERS, PARTICULARLY IF YOU DECIDE TO MEET ANOTHER USER. PATLYTICS DOES NOT REPRESENT, WARRANT, ENDORSE OR GUARANTEE THE CONDUCT OF ITS USERS. IN NO EVENT SHALL PATLYTICS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY USER’S CONDUCT IN CONNECTION WITH SUCH USERS’ USE OF THE OFFERINGS, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS BETWEEN USERS.
10. Termination
You agree that Patlytics, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Offerings and remove and discard any content within the Offerings, for any reason, including, without limitation, for lack of use or if Patlytics believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Offerings, and may be referred to appropriate law enforcement authorities. Patlytics may also in its sole discretion and at any time discontinue providing the Offerings, or any part thereof, with or without notice. You agree that any termination of your access to the Offerings under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Patlytics may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Offerings. Further, you agree that Patlytics will not be liable to you or any third party for any termination of your access to the Offerings.
11. General
The Terms of Service constitute the entire agreement between you and Patlytics and govern your use of the Offerings, superseding any prior agreements between you and Patlytics with respect to the Offerings. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party apps, third-party content or third-party software. The failure of Patlytics to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. 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 Offerings or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign the Terms of Service without the prior written consent of Patlytics, but Patlytics may assign or transfer the Terms of Service, in whole or in part, without restriction. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Offerings may also provide notices to you of changes to the Terms of Service or other matters by displaying notices or links to notices.
12. Miscellaneous
A. Headings
The headings and captions contained in these Terms are for convenience of reference only, shall not be deemed to be a part of these Terms and shall not be referred to in connection with the construction or interpretation of these Terms.
B. Successors and Assigns
These Terms shall inure to the benefit of Patlytics, the Users, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise.
C. Severability
In the event that any provision of these Terms, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (i) the remainder of these Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (ii) Patlytics shall have the right to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.
D. Force Majeure
Patlytics shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, it being understood that Patlytics shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Patlytics operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
E. Amendments and Modifications
These Terms may only be amended, modified, altered or supplemented by or with the written consent of Patlytics. Patlytics reserves the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on Patlytics’s website. Any changes or modifications will be effective immediately upon the modified Agreement being posted to Patlytics’s website. A User shall be responsible for reviewing and becoming familiar with any such modifications. A User hereby waive any right a User may have to receive specific notice of such changes or modifications. Use of the Offerings by a User after any modification of these Terms constitutes a User acceptance of the modified terms and conditions. If a User does not agree to any such modifications, a User must immediately stop using the Offerings.
F. No Implied Waivers
No failure or delay on the part of Patlytics in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Patlytics shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Patlytics, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
G. Entire Agreement
These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
H. Rules of Interpretation
(i) “hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms;
(ii) “include(s)” and “including” shall be construed to be followed by the words “without limitation”;
(iii) “or” shall be construed to be the “inclusive or” rather than “exclusive or” unless the context requires otherwise;
(iv) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms;
(v) section titles, captions and headings are for convenience of reference only and have no legal or contractual effect.
(vi) whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders; and
(vii) except as otherwise indicated, all references in these Terms to “Sections,” “clauses,” etc., are intended to refer to Sections of Sections, clauses, etc. of these Terms.
13. Privacy Policy
At Patlytics, we respect the privacy of our users. For details please see our Privacy Policy. By using Patlytics, you consent to our collection and use of personal data as outlined therein.
