For information on our End User License Agreement (“EULA”) applicable in respect of your download, access, and use of any Sugarmate Product, please see our End User License Agreement at Section 18 of this Agreement.
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND SUGARMATE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
All of the following terms are a single legal agreement between you and Sugarmate. If a word or phrase is framed in this Agreement by “Quotation Marks” and marked in bold text, it means that the word or phrase may be used again, and it will have the same meaning as set forth in the sentence containing the word or phrase in quotation marks and bold text.
1. Scope of this Agreement; Not Medical or Healthcare Services.
1.1. Sugarmate Products are not medical or healthcare services.
You understand that Sugarmate is not a healthcare professional and does not provide medical, health or other professional services or advice, nor do we verify the accuracy of User Data (as such term is defined in Section 4.2 below). Sugarmate Products are not replacements for proper medical care, and you agree that the User, as applicable, is solely responsible for obtaining proper treatment for his or her conditions. You may provide the information and reports received from Sugarmate Products to the User’s healthcare providers at your own responsibility, understanding that the Sugarmate Products are provided without warranty except as required by law or as otherwise expressly set forth in this Agreement.
The Sugarmate Products do not provide any medical advice or treatment by Sugarmate. Always consult a physician or other qualified health care provider for personal medical attention and advice, if you have any questions about a medical condition or before taking any drug, changing your diet or commencing or discontinuing any course of treatment. Do not use the Sugarmate Products as a substitute for consulting with your physician or other healthcare provider, and do not ignore or delay obtaining professional medical advice because of information or content accessed through Sugarmate Products. If you think you have a medical emergency, call 911 immediately.
The Sugarmate Products are not intended to be and do not constitute a substitute for professional medical advice, diagnosis, or treatment and are offered for informational purposes only. Always seek the advice of your physician or other qualified health provider with any questions regarding your medical condition or the use (or frequency) of any medication or medical device. Never disregard professional medical advice or delay in seeking it because of any information received in connection with the Sugarmate Products.
To the extent you receive medical care in conjunction with or consequent to any Sugarmate Product, your treating medical professional is responsible for obtaining your informed consent to any medical diagnosis or treatment, including without limitation, your consent to use telemedicine in the course of your treatment to the extent such consent is required by applicable law. This diagnosis or treatment is separate from and unrelated to any Sugarmate Product. Sugarmate does not represent or warrant that any Sugarmate Products or any particular drug or treatment is safe, appropriate, or effective for you. Sugarmate is not responsible or liable for any advice, course of treatment or diagnosis that you may obtain in connection with or as a result of using any Sugarmate Products.
Each Sugarmate Product is for non-emergency purposes only. Do not attempt to access emergency care through the Website, the Sugarmate Apps, or any other Sugarmate Product. If at any time you are concerned about your care or treatment, or if you think you have a medical emergency, call 911 or go to the nearest open emergency room. None of the Sugarmate Products are intended to support or carry emergency or time-critical calls or communications to any type of hospital, law enforcement agency, medical care unit, or any other kind of emergency or time-critical service.
1.2. Additional Sugarmate Product Terms.
In addition to the terms set forth in this Agreement, any other terms and conditions that we post or make available through any Sugarmate Product, or otherwise make available to you, apply to your use of all Sugarmate Products and are incorporated into and made a part of this Agreement. These additional terms include (but are not limited to) the following:
1.2.1. any description of a Sugarmate Product located on our Website;
1.2.3.any applicable End User License Agreement (as defined in Section 18 below)
1.2.4. our notices posted on the Legal page of the Website;
1.2.5. all third-party copyright and other notices located on our Website and/or in this Agreement;
1.2.6. Sugarmate copyright and trademark notices located on our Website; and
1.2.7. any documentation provided by Sugarmate in the Sugarmate App, an app description on the App Store or any User Guide, Getting Started Guide, and/or Instructions for Use for a Sugarmate Product.
1.3. Sugarmate Products Usage and Jurisdiction.
Anyone may use the Sugarmate Products, but the Sugarmate Products are provided by Sugarmate from the United States. The Sugarmate Products are provided by Sugarmate in the United States and are not intended to subject Sugarmate to any jurisdiction or law other than as provided in Section 6 below.
1.4. Sugarmate Products Contact Information.
If you have questions concerning your Sugarmate Product, please contact Sugarmate by email at firstname.lastname@example.org.
2.1. Changes to Terms of This Agreement.
Subject to applicable law, Sugarmate can change the terms of this Agreement by notifying you of such changes by any reasonable means, including by posting a notice of new terms to our Website. Your clicking “accept” to the new terms or your continued use of any Sugarmate Product after any such change is acceptance of the new terms. Any such changes will not apply to any dispute between you and us arising prior to the date on which we notified you of the revised Agreement incorporating such changes. If you do not agree with the new terms, you have the right to discontinue your use of the Sugarmate Products as described in Section 5.2 below.
2.2. Changes to Sugarmate Products.
Sugarmate Products, and the business, development and activities of Sugarmate, are subject to change as determined from time to time by Sugarmate in its discretion by notifying you of such changes by any reasonable means, including our posting of a notice on our Website or otherwise providing you with notice through the applicable Sugarmate Product. Subject to applicable law, your continued use of the applicable Sugarmate Product after any such change is acceptance of the change. We reserve the right to introduce new features or functionality for which the payment of fees may be required. If you do not agree with the changes, as described in Section 5.2 below, you have the right to discontinue your use of the Sugarmate Products.
3. Access to our Website
Our Website is accessible through the internet by any smart phone or other smart device (we refer to each as a “Smart Device”) or computer, in each case with a compatible browser. You are responsible for each computer or Smart Device you use to access our Website, including providing and maintaining properly running compatible updated software, a suitable internet connection, and an appropriate firewall and virus scanning software.
4. Using Our Data Services and Sugarmate Apps
4.1. Our Sugarmate Apps.
We may provide Sugarmate Apps for your use on your computer or Smart Devices in connection with your use of Sugarmate Products. Sugarmate Apps may provide stand-alone functionality, may be used in connection with our Data Services, or both. You are responsible for each computer or Smart Device you use to access the Sugarmate Apps, including providing and maintaining properly running compatible updated software, a suitable internet connection, and an appropriate firewall and virus scanning software.
4.2. Our Data Services.
Our Data Services are intended to allow a User to use the data generated, received or displayed in connection with use of the Sugarmate Apps and/or third-party integration (“User Data”) to help the User manage their diabetes. Use of our Data Services requires an internet-enabled Smart Device or computer. Each Data Service receives User Data from a Sugarmate App or third-party integration that is downloaded to your Smart Device or computer. Our Data Services process User Data applying proprietary methodologies, provide data, and where applicable, provide reports, to Users. Our Data Services may also permit Users to share User Data, reports and other information relating to the User. Users are entitled to provide, or direct the Data Service to provide, such data and reports to others as they determine at their own risk and responsibility.
4.3. Using our Data Services and Sugarmate Apps.
Each Data Service or Sugarmate App may require the creation of a Sugarmate user account on our Website or within the Sugarmate App (“User Account”). If so, you are required to accurately complete and maintain the User Account and to provide us with all required information. You are responsible for obtaining, maintaining and paying for all hardware, software, telecommunications and other services necessary for the use of the Data Services and/or the Sugarmate Apps and/or third-party integrations including, but not limited to, properly running compatible updated software, a suitable internet connection, and an appropriate firewall and virus scanning software.
4.4. Our Data Services.
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
4.5. Third Party Software Updates.
Our Sugarmate Apps run on specific versions of third-party operating systems and browser software for your computer or Smart Device (“Platform Software”). When the third-party provider issues an update to Platform Software, we will require additional time to provide a compatible update to the Sugarmate App. If you update Platform Software prior to our making available an appropriate update to a Sugarmate App, you may no longer be able to use the Sugarmate App you have been using, or the Sugarmate App may not properly function. We may determine not to provide a compatible update to the Sugarmate App, and therefore before you update Platform Software, you should first check the applicable location where you originally downloaded the Sugarmate App to determine if an update to the Sugarmate App or Data Service is needed.
4.6. Consistent Use.
4.7. Rights to Sugarmate Products
Upon your acceptance of this Agreement, and so long as you comply with the terms of this Agreement, until either party terminates this Agreement, Sugarmate grants you the personal, limited and nonexclusive right to use (a) our Website for your personal noncommercial use, (b) Data Services as they are intended to be used as described at the relevant page of our Website or in materials provided through the Data Services, and (c) Sugarmate Apps as they are intended to be used as described at the relevant page of our Website, in the Sugarmate App or in materials provided by us with or for the Sugarmate App, all in accordance with the terms of this Agreement. Sugarmate and the third parties from which we license certain technology (“Licensors”) own all right, title and interest to the Sugarmate Products; the information, artwork and other content available through or at the Sugarmate Products; the processes, methodologies, documents and other materials we use to provide the Sugarmate Products or that we provide to you in connection with your use of Sugarmate Products; and all patent, copyright, trademark, trade secret, and other rights of any nature arising from or relating in any way to Sugarmate Products (“Intellectual Property Rights”). Sugarmate Products are subject to the notices of Intellectual Property Rights provided by Sugarmate on our Website, and you must abide by the requirements in all of such notices. All Intellectual Property Rights are reserved by Sugarmate and its Licensors, and no Intellectual Property Rights are granted to you except as set forth in this Section 4.7. Trademarks, servicemarks, trade dress, logos, names and other symbols identifying Sugarmate, Sugarmate Products, and the goodwill relating thereto, are owned by Sugarmate and its Licensors. You may not remove or alter any notice provided by Sugarmate on or in connection with Sugarmate Products.
4.8. Third party requirements
Sugarmate Products may include software, data or other items licensed to us by third parties. Your use of such third-party items is subject to the provisions of this Agreement, except as required otherwise by the applicable licensor. You must comply with the additional license provisions required by vendors of such third-party items posted by us at our Website or which we otherwise provide or make available to you, as they are amended by us from time to time. The version of such license provisions that is applicable to your use is incorporated into and made a part of this Agreement.
4.9. Sugarmate Products Age Requirement
By agreeing to this Agreement, you are representing that you are the age of majority in the country in which you reside and have the legal capacity to enter into this Agreement.
4.10. Use of Third-Party Software or Devices with Sugarmate Products
Sugarmate does not endorse, recommend or validate any third-party software or devices for use with Sugarmate Products. Any use by you of any such third-party software or devices is at your sole risk. We have no responsibility or liability arising from your use of such third-party software or devices, such as damage to your Sugarmate Products or problems, inaccuracies or malfunctions in Data Services or Sugarmate Apps arising from such use.
4.11. Other Restrictions to your use of Sugarmate Products
You represent, warrant and agree that all information you provide to us will be true, accurate, current and complete, and you will only use the Sugarmate Products for your personal benefit (as opposed to commercial gain) or for the personal benefit of another on whose behalf you are authorized to download, access or use Sugarmate Product, in accordance with this Agreement. You will not, and you will not permit anyone under your control to, do or attempt to do any of the following:
use Sugarmate Products to harm, threaten, or harass any person or organization;
use Sugarmate Products for commercial purposes or to benefit any third party;
use or attempt to use any unauthorized means to modify, reroute, or gain access to Sugarmate Products;
damage, disable, overburden, interfere with or impair Sugarmate Products (or any network or device connected to a Sugarmate Product);
enable unauthorized third-party applications to access Sugarmate Products or interface with any Sugarmate App;
share your account password or otherwise authorize a third party to access or use Sugarmate Products on your behalf unless we provide an approved mechanism;
sublicense or transfer any of your rights under this Agreement;
modify, copy or make derivative works based on any Sugarmate Products;
reverse engineer or derive the source code for any Sugarmate Product not provided to you in source code form, except to the extent such restriction is expressly prohibited by applicable law;
create Internet “links” to or from any Sugarmate Products or “frame” or “mirror” any content which forms part of any Sugarmate Product;
use any automated process or service (such as a bot, a spider, or periodic caching of information) to access or use any Sugarmate Product, or to copy or scrape data from any Sugarmate Product;
otherwise use any Sugarmate Product in any manner that exceeds the scope of use granted to you in this Agreement or set forth in the terms and conditions of any Sugarmate Product; or
use unauthorized software or hardware to access any Sugarmate Product or to modify any Sugarmate Product in any unauthorized way (e.g., through unauthorized repairs, unauthorized upgrades or unauthorized downloads).
4.12. Misuse of your Sugarmate Product
Misusing a Sugarmate Product, improperly accessing it or the information it processes and transmits, or taking other unauthorized actions may put the User (or their User Data) at risk, cause the Sugarmate Product to malfunction, or otherwise prevent or hinder the proper and intended use of the Sugarmate Product. Accordingly, any such misuse is not permitted.
4.13. Sugarmate Products Availability
Use of the Sugarmate Products may be interrupted or terminated at any time in Sugarmate’s sole discretion with or without notice. Sugarmate makes no guarantee with regard to the continued availability of any of the Sugarmate Products.
4.14. Social Media Content
You may provide written or verbal feedback, suggestions, comments, or input to us relating to Sugarmate Products or other opportunities for our existing or future activities. You understand and acknowledge that the content you submit to any of our Sites is available to the public, and that Sugarmate may use this information for internal and external promotional and marketing purposes. This means Sugarmate is free to disclose, share, and use (including without limitation, repurposing, reposting, and/or liking or commenting on) the ideas and information contained in your submitted content on a non-confidential basis to anyone without any liability or obligation to you.
By posting content on our Sites, you grant to us the worldwide, non-exclusive, royalty-free, unrestricted, perpetual, irrevocable (on any basis whatsoever), license (with the right to sublicense) for us to use, copy, reproduce, process, adapt, modify, publish, transmit and display and distribute such content in any way we determine, including through third parties, in any and all media or distribution methods now known or later developed, without any obligation to you for compensation, attribution, accounting or otherwise. You will only provide to us content for which you have the right to grant to us the rights listed in the preceding sentence. By submitting such content, you waive any right to inspect or approve of Sugarmate’s uses and agree to hold harmless Sugarmate and all others identified above from any and all claims you, your heirs, executors, or assigns may at any time have against Sugarmate on account of the granting of this license or arising out of Sugarmate’s use of the content. By submitting content to Sugarmate’s Sites, you represent and warrant to Sugarmate that you are the sole owner of the content, that Sugarmate’s use of the content will not violate the rights of any third party, and that you will defend and hold Sugarmate harmless from any and all claims arising therefrom.
Please note that other visitors to Sugarmate’s Sites may use your posted information beyond our control. If you do not wish to have the information you post on our Site(s) used, published, copied, and/or reprinted, please do not post it. Sugarmate does not make any warranties, express or implied, against interceptions or compromises to the information you post on our Sites.
By using Sugarmate’s Sites, you expressly acknowledge that you assume all responsibility related to the security, privacy, and confidentiality risks inherent in sending any content over the internet.
Sugarmate’s content authors have knowledge of the topics and fields they write about, and you acknowledge that our posts are intended for informational purposes only. That means you should not consider any content on our Sites to be professional or medical advice. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition. Nothing posted on our Sites can be used to create a provider-patient relationship.
Sugarmate reserves all rights relating to its Sites, including but not limited to adding, removing, or modifying any content; blocking disruptive users; and discontinuing any of our Sites at any time in our sole discretion. Examples of content that may be removed, modified, or blocked include, for example:
Posts that are or can be construed to be libelous, obscene, discriminatory, harassing, abusive, vulgar, sexually explicit, inappropriate with respect to race, gender, sexuality, ethnicity, other intrinsic characteristic, or religion, threatening comments, or hate propaganda.
Calls to violence of any kind.
Activity that violates any law or regulation.
Attempts to target Sugarmate or Sugarmate’s followers to offer goods or services, of either a commercial or private nature.
Spam directed at Sugarmate or any of Sugarmate’s followers, including any form of automatically generated content or repeatedly posting the same content.
Content that includes medical advice that may be unsolicited and/or unverified.
Content deemed to constitute an unapproved use of any of our products or is otherwise false or misleading.
Any potential infringement upon any intellectual property rights, including but not limited to, brand names, trade names, logos, copyrights or trade secrets of any person, business or place.
Other content deemed to be off-topic or to disrupt the purposes of the Sites, its followers, and the particular site’s sense of community and acceptance.
Content unrelated to Sugarmate’s products or services.
Content posted by fake or anonymous users.
You should not use Sugarmate’s Sites to submit unsolicited ideas. If you submit any ideas to Sugarmate’s Sites, then you acknowledge that you do not have ownership rights in such ideas, that Sugarmate will not compensate or reward you, and that Sugarmate does not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from other sources.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website or any Program Element. YOU WAIVE AND HOLD HARMLESS SUGARMATE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUGARMATE DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUGARMATE OR LAW ENFORCEMENT AUTHORITIES.
4.15. By using the Sugarmate Products, you are making certain assurances to Sugarmate.
You represent, warrant and agree that all information you provide to us will be true, accurate, current and complete, and you will only use Sugarmate Products for the personal benefit of the User, as applicable, in accordance with this Agreement.
4.16. Sugarmate is not responsible for third party matters.
Without limiting the provisions of this Agreement or expanding the scope of Sugarmate’s responsibilities, Sugarmate is not responsible for outages or defects in power, telecommunications, computers, Smart Devices, third party software or any other event outside of Sugarmate’s control.
5. Suspension and Termination of Sugarmate Products
5.1. Suspension or Termination of Sugarmate Products
To the extent permitted by applicable law, Sugarmate can suspend or terminate any Sugarmate Products or suspend or terminate your use of any Sugarmate Products, as it determines for any reason. By way of example, we may suspend or terminate a Sugarmate Products if you have, or if we reasonably believe you have, violated this Agreement, or in connection with any event or legal development beyond our control that hinders or prevents our ability to offer any Sugarmate Products. To the extent reasonable, we will notify you at least twenty-four (24) hours in advance of any such suspension or termination. However, if you materially violate this Agreement (including any use of Sugarmate’s resources that exceeds or circumvents Sugarmate’s reasonable restrictions, such as accesses, calls or other uses of any application programming interface or server resources that Sugarmate makes available), we can immediately suspend or terminate your right to use any Sugarmate Product. In addition, we have no obligation to support any version of a Sugarmate Product once a new version of such Sugarmate Product is released.
5.2. Termination of your use of Sugarmate Products
You may terminate your use of any Sugarmate Product by ceasing your use of the Sugarmate Product. You may terminate your use of any Sugarmate App by deleting it from your Smart Device and, if applicable, removing it from your computer using your applicable operating system removal procedures.
5.3. Sugarmate Product Termination Details
6. Disputes and Governing Law
6.1. Dispute Resolution Under this Agreement.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THE COUNTRY-SPECIFIC PROVISIONS IN EXHIBIT A, EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND SUGARMATE, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY (EACH, A “DISPUTE”), WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT SUGARMATE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS. YOU FURTHER AGREE THAT CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND THAT YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS CONSUMER ARBITRATION RULES, AS AMENDED BY THIS AGREEMENT. THE ARBITRATOR WILL CONDUCT HEARINGS, IF ANY, BY TELECONFERENCE OR VIDEOCONFERENCE, RATHER THAN BY PERSONAL APPEARANCES, UNLESS THE ARBITRATOR DETERMINES UPON REQUEST BY YOU OR BY US THAT AN IN-PERSON HEARING IS APPROPRIATE. ANY IN-PERSON APPEARANCES WILL BE HELD AT A LOCATION WHICH IS REASONABLY CONVENIENT TO BOTH PARTIES WITH DUE CONSIDERATION OF THEIR ABILITY TO TRAVEL AND OTHER PERTINENT CIRCUMSTANCES. IF THE PARTIES ARE UNABLE TO AGREE ON A LOCATION, SUCH DETERMINATION SHOULD BE MADE BY THE AAA OR BY THE ARBITRATOR. THE ARBITRATOR’S DECISION WILL FOLLOW THE TERMS OF THIS AGREEMENT AND WILL BE FINAL AND BINDING. THE ARBITRATOR WILL HAVE AUTHORITY TO AWARD TEMPORARY, INTERIM OR PERMANENT INJUNCTIVE RELIEF OR RELIEF PROVIDING FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT, BUT ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE INDIVIDUAL CLAIM BEFORE THE ARBITRATOR. THE AWARD RENDERED BY THE ARBITRATOR MAY BE CONFIRMED AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF. NOTWITHSTANDING ANY OF THE FOREGOING, NOTHING IN THIS AGREEMENT WILL PRECLUDE YOU FROM BRINGING ISSUES TO THE ATTENTION OF FEDERAL, STATE OR LOCAL AGENCIES AND, IF THE LAW ALLOWS, THEY CAN SEEK RELIEF AGAINST US FOR YOU.
Some jurisdictions outside the United States may not allow for arbitration of certain Disputes in certain circumstances. To the extent that you are a resident of such jurisdiction, and this arbitration provision is found to be unenforceable by a court within such jurisdiction in connection with a Dispute between you and Sugarmate, such Dispute will instead, to the extent permitted by applicable law, be resolved exclusively in the federal and state courts located in San Diego, California, and you and Sugarmate each waive any jurisdictional, venue or inconvenient forum objections to such courts.
6.2. Governing Law
Except to the extent prohibited by applicable law, the terms of this Agreement are governed by the laws of the State of California, U.S.A., without regard to its principles of conflicts of law and regardless of your location.
6.3. Notice of Dispute.
In the event of a dispute arising under or relating to this Agreement, the disputing party must provide the other party with written notice of the dispute, including the facts giving rise to the dispute and the relief sought by the disputing party. We will provide such notice by email to your email address. You will provide such notice to Sugarmate by mail or overnight delivery at the following address: Sugarmate, LLC, 11075 Roselle Street, San Diego, CA 92121.
6.4. Equitable Relief.
Any violation of a party’s intellectual or industrial property rights will cause the non-violating party irreparable harm for which monetary damages are an inadequate remedy, and the non-violating party is entitled to temporary, preliminary and permanent injunctive relief and specific performance without the posting of bond or other security, or if required, the minimum bond or security required.
7. No Warranties
7.1 EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, AND EXCEPT FOR ANY LIMITED WARRANTY INCLUDED IN THE APPLICABLE SUGARMATE PRODUCT’S LABELING, SUGARMATE PRODUCTS, DATA SERVICES AND SUGARMATE APPS ARE PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AND YOU USE SUGARMATE PRODUCTS, DATA SERVICES AND SUGARMATE APPS AT YOUR OWN RISK.
7.2 EXCEPT TO THE EXTENT THAT SUCH LIMITATION IS PROHIBITED UNDER APPLICABLE LAW, SUGARMATE DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR USE, QUIET ENJOYMENT, ACCURACY, OPERATION, COMPLIANCE WITH DOCUMENTATION AND NON-INFRINGEMENT. SUGARMATE DISCLAIMS, AND THIS AGREEMENT DOES NOT INCLUDE, THE PROVISIONS OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT, THE UNIFORM COMMERCIAL CODE, THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ANY OTHER PROVISIONS IMPLIED INTO THIS AGREEMENT IF NOT DISCLAIMED.
7.3 SUGARMATE DOES NOT MAKE ANY WARRANTIES THAT SUGARMATE PRODUCTS, DATA SERVICES, SUGARMATE APPS, OR ANY DATA OR REPORTS PROVIDED BY SUGARMATE, WILL MEET YOUR REQUIREMENTS, BE RETRIEVABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.
7.4 SUGARMATE DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SUGARMATE PRODUCTS, DATA SERVICES OR SUGARMATE APPS.
7.5 SUGARMATE DOES NOT WARRANT ANY THIRD-PARTY DEVICE, SMART DEVICE, SOFTWARE, SERVICE OR DATA THAT YOU MAY USE IN CONNECTION WITH ANY SUGARMATE PRODUCT, SUGARMATE APP OR DATA SERVICE, WHETHER OR NOT SUCH THIRD PARTY ITEM IS DESCRIBED IN, OR AVAILABLE OR CAN BE CONNECTED TO THROUGH, ANY SUGARMATE PRODUCT, SUGARMATE APP OR DATA SERVICE.
7.6 NO INFORMATION OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH SUGARMATE, SUGARMATE PRODUCTS, DATA SERVICES OR SUGARMATE APPS WILL CREATE ANY WARRANTY, EXCEPT FOR ANY LIMITED WARRANTY INCLUDED IN THE APPLICABLE SUGARMATE PRODUCT’S LABELING.
7.7 SUGARMATE DOES NOT WARRANT THE ACCURACY OF ANY USER DEVICE, AND THE USER DATA UPLOADED FROM ANY USER DEVICE AND RECEIVED BY SUGARMATE IS PROVIDED TO THE USER “AS-IS.” SUGARMATE DOES NOT ASSUME ANY OBLIGATION TO, AND DOES NOT WARRANT THAT IT WILL, CREATE OR INCLUDE ADDITIONAL FEATURES OR FUNCTIONALITY FOR SUGARMATE PRODUCTS, DATA SERVICES OR SUGARMATE APPS.
7.8 EXCEPT AS INCLUDED IN ANY SUGARMATE PRODUCT LABELING, AND WITHOUT LIMITING YOUR RIGHTS UNDER APPLICABLE LAW, IF YOU ARE DISSATISFIED WITH ANY PORTION OF SUGARMATE PRODUCTS, DATA SERVICES OR SUGARMATE APPS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THEIR USE.
8. Liability Limitations and Your Responsibility
8.1 SUBJECTION TO PARAGRAPH 8.8, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SUGARMATE’S AFFILIATES, LICENSORS, SUPPLIERS AND OTHER THIRD PARTIES WITH WHICH SUGARMATE HAS A CONTRACTUAL RELATIONSHIP (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS) HAVE ANY LIABILITY WHATSOEVER ARISING FROM OR RELATING TO SUGARMATE PRODUCTS, DATA SERVICES, SUGARMATE APPS, OR THIS AGREEMENT, WHETHER FOR DIRECT OR ANY OTHER TYPE OF DAMAGES WHATSOEVER.
8.2 SUBJECT TO PARAGRAPH 8.8, EXCEPT TO THE EXTENT THAT SUCH LIMITATION IS PROHIBITED UNDER APPLICABLE LAW, NEITHER SUGARMATE, ITS AFFILIATES, NOR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS (COLLECTIVELY, “SUGARMATE PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE SUGARMATE PRODUCTS, DATA SERVICES OR SUGARMATE APPS.
8.3 SUBJECT TO PARAGRAPH 8.8, EXCEPT TO THE EXTENT THAT SUCH LIMITATION IS PROHIBITED UNDER APPLICABLE LAW, NONE OF THE SUGARMATE PARTIES SHALL BE LIABLE FOR ANY CONSEQUENTIAL, UNFORESEEABLE, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR DAMAGES RESULTING FROM LOSS OF DATA OR BUSINESS INTERRUPTION WHETHER THE CLAIM OR DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), EXTRA-CONTRACTUAL LIABILITY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUGARMATE, ITS AFFILIATES OR A PERSON AFFILIATED WITH EITHER OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES EXCLUDED IN THIS SECTION 8, AND EVEN IF SUCH EXCLUSIONS CAUSE THIS AGREEMENT OR ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.
8.4 SUBJECT TO PARAGRAPH 8.8, EXCEPT TO THE EXTENT THAT SUCH LIMITATION IS PROHIBITED UNDER APPLICABLE LAW, NONE OF THE SUGARMATE PARTIES SHALL BE LIABLE FOR TOTAL DAMAGES FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, SUGARMATE PRODUCTS, DATA SERVICES AND/OR SUGARMATE APPS IN AN AGGREGATE AMOUNT GREATER THAN $500.
8.5 SUBJECT TO PARAGRAPH 8.8, EXCEPT TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED UNDER APPLICABLE LAW, NONE OF THE SUGARMATE PARTIES SHALL BE LIABLE FOR THE ACTIONS OR OMISSIONS OF A USER OR ANY THIRD PARTY.
8.6 SUBJECT TO PARAGRAPH 8.8, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS (INCLUDING, WITHOUT LIMITATION, THOSE SET OUT IN SECTION 7) MAY NOT APPLY TO YOU, AND YOU MAY HAVE CERTAIN ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT OUR LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW, AND THIS AGREEMENT WILL BE DEEMED MODIFIED TO THE MINIMUM EXTENT NECESSARY TO COMPLY WITH SUCH APPLICABLE LAW.
8.7 Your Responsibility.
Except to the extent prohibited under applicable law, you agree to indemnify, defend and hold harmless Sugarmate, our affiliates, licensors, suppliers and other contract relationships (including the officers, directors, employees, consultants, and agents of each) from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (1) any information you submit, post or transmit through Data Services or Sugarmate Apps, (2) your use of Sugarmate Apps, Data Services or Sugarmate Apps, (3) your violation of this Agreement, or (4) your violation of any rights of any other person or entity.
8.8 Nothing in this Section 8 is intended to limit or exclude liability where such liability is mandatory under applicable law and arises from the following:
Death or personal injury resulting directly from willful or negligent act(s) or omission by Sugarmate or any of its employees or agents;
Any fraudulent misrepresentation on the part of Sugarmate;
Any breach of an essential contractual duty;
Any willful misconduct on the part of Sugarmate;
For United Kingdom residents, Section 12 of The Sale of Goods Act 1979;
For United Kingdom residents, any term which cannot be excluded by virtue of sections 31, 47 and 57 of the Consumer Rights Act 2015; or
Any term which cannot be excluded by virtue of the New Jersey Truth-in-Consumer Contract, Warranty, and Notice Act (TCCWNA).
9. Notices; Questions or Complaints.
Except as expressly provided elsewhere in this Agreement, we will provide any notice under this Agreement by email to your email address. You will provide any notice under this Agreement to Sugarmate (or contact us regarding any question or complaint) by mail or overnight delivery at the following address: Sugarmate LLC, 11075 Roselle Street, San Diego, CA 92121. If you have a question or complaint regarding the Service, and you are located outside the United States, please contact the third party distributor from whom you purchased your Sugarmate Product. If you are located in the United States, send an e-mail to support [at]sugarmate.io. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
In the event that any court holds any provision of this Agreement to be void, invalid or unenforceable, such provision will be modified to the minimum extent necessary to be effective, valid and enforceable while preserving the original intentions of the parties to the greatest extent possible, and the other provisions of this Agreement will remain in full force and effect and enforceable according to their terms.
We may assign this Agreement in whole or in part at any time without notice (except to the extent such notice is mandatory under applicable law, in which case such notice may be made via a posting to our Website). You may not assign this Agreement or transfer any rights to use Data Services or Sugarmate Apps.
12. Export Restrictions.
The Sugarmate Apps may be subject to United States export control laws. As a result, you represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a United States government embargo or other restriction or any country that has been designated by the United States government as a “terrorist supporting” country (click here for more information); and (b) on any of the United States government lists of restricted end users (for example, including the “Specially Designated Nationals” list available here).
We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from OnGuard Online. Please note that Sugarmate does not endorse any of the products or services listed on such sites.
14. Your Use of “App Stores”
The following terms apply to any Program Element accessed through or downloaded from any “App Store” or distribution platform (such as the Apple App Store or Google Play) where the Program Element may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
· These terms are concluded between you and Sugarmate, and not with the App Provider, and Sugarmate (not the App Provider), is solely responsible for the Program Element.
· The App Provider has no obligation to furnish any maintenance and support services with respect to any Program Element.
· In the event of any failure of a Program Element to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the Program Element to you if applicable and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Program Element. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sugarmate.
· The App Provider is not responsible for addressing any claims you have or any claims of any third-party relating to the Program Element or your possession and use of the Program Element, including, but not limited to: (i) product liability claims; (ii) any claim that the Program Element fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
· In the event of any third-party claim that the Program Element or your possession and use of that Element infringes on that third party’s intellectual property rights, Sugarmate will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
· The App Provider, and its subsidiaries, are third-party beneficiaries of this Agreement as related to your license to the Program Element, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the Program Element against you as a third-party beneficiary thereof. Notwithstanding the foregoing, our right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.
· You must also comply with all applicable third-party terms of service when using the Program Element.
15. Relationship; No Third Party Beneficiaries.
Our relationship with you is as an independent contractor, and nothing in this Agreement creates an agency or partnership. Except for Sugarmate’s Licensors, there are no third party beneficiaries to this Agreement.
16. Complete Agreement.
17. Copyright Infringement Claims.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Data Services infringe your copyright, you (or your agent) may send to Sugarmate a written notice by mail or by e-mail requesting that Sugarmate remove such material or block access to it. If you believe in good faith that someone has wrongly submitted to us a notice of copyright infringement involving content that you made available through any Data Service, the DMCA permits you to send to Sugarmate a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices must be sent in writing to Sugarmate’s DMCA agent as follows: By mail to Sugarmate LLC, 11075 Roselle Street, San Diego, CA 92121, or by e-mail to support[at]sugarmate.io.
In accordance with the DMCA and other applicable law, Sugarmate has adopted a policy of terminating, in appropriate circumstances, Data Service users who are deemed by Sugarmate to be repeat infringers. Sugarmate may also at its sole discretion limit access to the Data Service and/or terminate the accounts of any Data Service users who infringe any intellectual property rights of others, whether or not such users are deemed to be repeat infringers.
Sugarmate grants you a limited, revocable, non-transferable, and nonexclusive license to access and make personal use of the Website and the Program in accordance with this Agreement and the applicable indications, instructions for use and end user license agreement (“Program EULA”) of the Program, but not to download (other than page caching) or modify them, or any portion of them, except with express written consent of Sugarmate. This license does NOT include any resale or commercial use of the Website, the Program or its Program Elements; any collection and use of any product listings, descriptions; any derivative use of the Website, the Program or its Program Elements; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, spiders or similar data gathering and extraction tools. Neither the Website, the Program nor its Program Elements may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Sugarmate. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Sugarmate and its affiliates without express written consent of Sugarmate. You may not use meta tags or any other hidden text using Sugarmate’s name or trademarks without the express written consent of Sugarmate. Any unauthorized use will immediately terminate the permission or license granted by Sugarmate.
You are also granted a limited, revocable, non-transferable, and nonexclusive right to create a hyperlink to the home page of Sugarmate so long as the link does not portray Sugarmate or its products or services in a false, misleading, derogatory, or otherwise offensive manner as determined by Sugarmate in its sole discretion. You may not use any Sugarmate logo or other proprietary graphic or trademark as part of the link without express written permission of Sugarmate. You may not make any other part of the Website, other than the home page of the Website, available as part of another service by “deep linking,” or otherwise, without prior written permission from Sugarmate.
You will not use any Program Element except as expressly permitted by the applicable Program EULA. In any event, you will not, and will not permit any third party to, reverse engineer, disassemble or decompile any Program Element, except to the extent expressly permitted by applicable law, and then only after you have notified Sugarmate in writing of your intended activities.
Sugarmate will retain all right, title and interest in and to the patent, copyright, trademark, trade secret and any other intellectual property rights in the Website and the Program Elements and any derivative works thereof, subject only to the limited licenses set forth in this Agreement and the applicable Program EULA. You do not acquire any other rights, express or implied, in the Website or any Program Element other than those rights expressly granted under this Agreement or in the applicable Program EULA.
Sugarmate has no obligation under this Agreement to provide support, maintenance, upgrades, modifications or new releases to the Website or any Program Element. All rights not expressly granted herein are hereby reserved to Sugarmate.
EXHIBIT A: Country-Specific Terms
The following terms are country-specific and apply in addition to or instead of the specified clauses of this Agreement when application of these local laws is mandatory.
· Addition to Section 1.2 (Additional Terms) and 4.8 (Third party requirements)
Any additional terms will only apply to your use of the Program Elements in case you accept such additional terms that will be presented to you in advance.
· Amendment to Section 2.1, 2.2 (Changes to Agreement or Program) and 4.8 (Third party requirements):
You shall be notified about any change of the terms of this Agreement via email in advance. Your clicking “I accept” to the new terms is acceptance of the new terms. Further, you shall be deemed to accept the new terms in case you do not expressly contradict the changes within an appropriate period of 14 days starting from the notification about the changes of the terms of this Agreement. You will be informed about the consequences of remaining silent in the notification email.
· Amendment to Section 5.1 (Suspension or Termination):
Unless required by applicable mandatory law or contractually agreed to, Sugarmate shall have no obligation to support any version of a Data Service or Sugarmate App once a new version of such Data Service or Sugarmate App is released.
· Addition to Section 6.1 (Dispute Resolution Under this Agreement):
If are a consumer, this Section is not applicable to you. At the consumer’s choice, the court where Sugarmate is domiciled or, alternatively, the court where the consumer is domiciled shall have exclusive jurisdiction to hear any disputes arising out of or in connection with this Agreement or the use of any Program Element.
· Addition to Section 6.2 (Governing Law):
If you are a consumer and have your habitual residence in the European Union, you additionally enjoy the protection afforded to you by mandatory provisions of the law of your country of residence.
· Addition to Section 6.3 (Equitable Relief):
This section shall not be applicable in case this Agreement is governed by Swiss Procedural law.
· Addition to Section 7 (No Warranties):
Nothing in this Section shall limit the consumer’s statutory warranty rights.
· Addition to Section 8 (Liability Limitations and Your Responsibility):
Nothing in this Section shall limit Sugarmate’s liability for gross negligence and willful misconduct. Further, nothing in this Section shall limit Sugarmate’s liability for damages from injury to life, body or health, for a defect after a guarantee for the condition of the product, for fraudulently concealed defects or for claims under the Federal Act on Product Liability.
· Section 10 (Severability) and Section 11 (Assignment) are not applicable if you are a consumer.
· Amendment to Section 2.1 (Changes to Terms of This Agreement): If you are a consumer, Section 2.1 is complemented with the following:
Sugarmate may make changes to this Agreement if it has valid reason for the change and does not unreasonably disadvantage the User. Sugarmate will notify User in advance by no later than one (1) month prior to the application of these changes by notifying you of such changes by any reasonable means, including by posting a notice of new terms to our Website. Your clicking “I accept” to the new terms or your continued use of any Program Element after any such change is acceptance of the new terms. You will be informed about the consequences of remaining silent in the notification. If you do not agree with the new terms, you have the right to discontinue your use of any Program Element as described in Section 5.2 below.
· Amendment to Section 2.2 (Changes to Data Services or Sugarmate Apps): If you are a consumer, Section 2.2 is complemented with the following:
Data Services or Sugarmate Apps are subject to change as determined from time to time by Sugarmate. Therefore, Sugarmate may make such changes to its Data Services or Sugarmate Apps which (i) do not essentially change the agreed Data Services or Sugarmate Apps, (ii) for which there is a valid reason and, (iii) which do not place User in an objectively less favorable position.
In the case of an essential change for which there is a valid reason and which does not place the User in an objectively less favorable position, the User shall be informed of these changes no later than one (1) month before the intended implementation of the change. The User is responsible at its cost to ensure that the User´s systems also support these essential changes in the Data Services or Sugarmate Apps. In case the User does not want to accept an essential change in the Data Services or Sugarmate Apps, it may terminate the Agreement as of the date the essential change is implemented.
· Amendment to Section 5.1 (Suspension or Termination of Data Services or Sugarmate Apps): If you are a consumer, Section 5.1 is complemented with the following:
Sugarmate has the right to suspend any Data Service or Sugarmate App or suspend or terminate your right to use any Data Service or Sugarmate App if there is valid reason for this suspension. Valid reasons include, for example, installations of or changes or maintenance to the Data Service or Sugarmate App. Sugarmate shall notify User reasonably in advance of these suspensions. Sugarmate shall not be liable to compensate any potential damage incurred by User due to said suspensions. However, if you materially violate this Agreement (including any use of Sugarmate’s resources that exceeds or circumvents Sugarmate’s reasonable restrictions, such as accesses, calls or other uses of any application programming interface or server resources that Sugarmate makes available), we can immediately suspend or terminate your right to use any Data Service or Sugarmate App. In addition, we have no obligation to support any version of a Data Service or Sugarmate App once a new version of such Data Service or Sugarmate App is released.
· Addition to Section 6.1 (Dispute Resolution Under this Agreement): If you are a consumer, this Section shall not be applicable.
· Addition to Section 6.2 (Governing Law): If you are a consumer and have your habitual residence in the EU, you additionally enjoy the protection afforded to you by mandatory provisions of the law of your country of residence.
· Addition to Section 7 (No Warranties): Nothing in this Section shall limit the consumer’s statutory warranty rights.
· Amendment to Section 8.1 – 8.7 (Liability Limitations and Your Responsibility): Section 8.1 – 8.7 is complemented with the following in case you are a consumer:
· Sugarmate is liable without limitation in the event of intentional acts and gross negligence.
· Sugarmate is liable for simple negligence – except in the case of injury to life, limb or health – only if material contractual obligations are breached with liability being limited to damage that is foreseeable and typical for the contract in question at the time the respective service was performed. Material contractual obligations are deemed to be such obligations whose fulfilment is crucial for the proper performance of the contract and on the fulfilment of which the User will and may rely on as a matter of course.
· The limitations of liability pursuant to bullet point 2 above shall not apply to any strict liability prescribed by statute (such as the German Product Liability Act [Produkthaftungsgesetz] or to any liability under a guarantee given irrespective of the party at fault. For losses arising from the lack of any guaranteed characteristics Sugarmate shall be liable up to the amount which is covered by the purpose of the guarantee and which was foreseeable for Sugarmate at the time the guarantee was given.
· Any further liability other than that provided in this Agreement is excluded, regardless of the legal basis of such claim.
· If the liability of Sugarmate is excluded or limited pursuant to bullet points 2 and 4, this also applies to the personal liability of Sugarmate’s employees, staff members, representatives, or vicarious agents.
· Addition to Section 8.7 (Your Responsibility):
If you are a consumer, the duty to indemnify and refund shall not apply insofar as the underlying incident shall have been caused through gross negligence or willful misconduct by Sugarmate or any of its employees, representatives, agents, or any affiliate.
· Amendment to Section 11 (Assignment): If you are a consumer, Section 11 is complemented with the following:
We may assign this Agreement in whole or in part at any time with prior notice. Sugarmate will notify User in advance by no later than one (1) month prior to the assignment by notifying you of such changes by any reasonable means, including by posting a notice of new terms to our Website. If you do not agree with the assignment, you have the right to discontinue your use of the Data Service or Sugarmate Apps as described in Section 5.2 above. You may not assign this Agreement or transfer any rights to use the Data Service or Sugarmate Apps.