Terms of Service for Individual Users
Last updated May 29, 2019
This Terms of Service sets forth the terms, conditions and limitations that apply to your use and access of the website located at www.soom.com and associated sub-domains (the “Site”), our mobile apps (the “App”), and the products or services that we provide through the Site and the App (the “Services”).
In this Terms of Service, the “we”, “us” or “our” means Soom, Inc., a Delaware corporation and (as the context suggests) its stockholders, directors, officers, employees, agents, representatives, affiliates, contractors, service providers, and/or designees; “both of us” means both you and us; “Terms of Service” or “TOS” means this Terms of Service and other documents incorporated herein by reference; “Platform” means the Site, the Apps and the Services, collectively or individually as the context suggests, offered by us; “you” or “your” means the person or company using the Platform.
Description Of The Services
Our Services permit users to obtain information about medical devices from the openFDA databases of the United States Food and Drug Administration (FDA) through the use of our mobile scan and cloud-based technology.
Information From Third Party Sites INCLUDING THE OPENFDA DATABASE
By accessing and using the Services, you expressly authorize and direct us, on your behalf, to electronically retrieve information maintained by third party sites, including the openFDA database. We do not review third party data for accuracy, legality or non-infringement. We are not responsible for and cannot guarantee the accuracy or timeliness of the third party data we retrieve on your behalf directly from third party technology or data provider.
Do not rely on openFDA or other information provided through the Services to make decisions regarding medical care. Always speak to your health provider about the risks and benefits of FDA-regulated products. We are not medical professionals or a health care provider. You need to consult your own health care providers for medical advice.
We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalized settings or other service interruptions. We assume no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalized settings.
Use of the Platform
Except as set forth in “Other Agreements; Software, Services or Access”, below, we grant you a nonexclusive, limited, royalty-free, revocable license during the term of this TOS to use our Platform strictly to facilitate your personal, non-commercial use of our Services. Use of the Platform for any public purpose or to provide services to third parties is strictly prohibited. You may not assign (or grant any sub-license of) your rights to use the Platform, grant a security interest in or over your rights to use the Platform, or otherwise transfer any part of your rights to use the Platform.
You agree that you will NOT do any of the following: (i) use our Platform for illegal purposes; (ii) use our Platform to transmit anything that is unlawful, libelous, intended to harass or violate the rights of another; (iii) resell or make any commercial use of the Platform, as the Platform is intended solely for your use as an end user; (iv) decipher, decompile, disassemble or reverse engineer any technology associated with the Platform, including but not limited to any software applications, Java applets or plug-ins associated with the Services; (v) use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor our Platform or any portion thereof without our prior written consent; (vi) post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements; or (vii) otherwise access the Platform through unauthorized means, including, but not limited to, by using an automated device, script, bot, spider, crawler, scraper or through any interface not provided by us.
Your access and use of the Platform may be interrupted at any time and from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Platform or other actions that we, in our sole discretion, may elect to take. In no event will we be liable to you or any third party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.
Your sole and exclusive remedy for any failure or non-performance of the Platform, including any associated software or other materials supplied in connection with the Platform, shall be for us to use commercially reasonable efforts to effectuate an adjustment or repair of the Platform.
Other Agreements; Software, Services or Access
Service providers, vendors and other third parties (“Sponsors”) who have entered into a separate written agreement with us regarding their use of the Platform (a “Sponsor Agreement”) have the additional rights to use the Platform as set forth in the applicable Sponsor Agreement. Sponsor’s use of the Platform is subject to the terms and conditions contained in this TOS. Notwithstanding the foregoing, to the extent that the terms and conditions contained in the applicable Sponsor Agreement conflicts with the terms and conditions contained in this TOS, the terms and conditions contained in the applicable Sponsor Agreement shall govern the Sponsor’s use of the Platform. Sponsor’s customer’s use of the Platform shall be governed by this TOS.
We may provide software products or services under the terms and conditions of a separate agreement between you and us (each, an “Other Agreement”). Our obligations with respect to any product, service, or access that we make available to you under any Other Agreement shall be governed solely by the Other Agreement under which such product or service is provided and this TOS shall not be deemed or construed to alter the terms and conditions of such Other Agreement.
The use of other software and services provided by us is governed by the terms and conditions of the end user license agreement, if any, which accompanies or is included with such materials (the “License Agreement”). You may not install any software that is accompanied by or includes a License Agreement unless you first have agreed to the terms and conditions of the License Agreement. If no License Agreement accompanies or is included with such software, then such software shall be deemed to be Our Materials (as defined below) hereunder and this TOS shall govern your use of such software. FURTHER REPRODUCTION OR REDISTRIBUTION OF ANY SOFTWARE IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING OR INCLUDED WITH SUCH SOFTWARE.
Third Party Software and Service Providers
We do not currently charge users to access or use the Services, however we may, at any point and in our discretion, elect to begin charging fees for use of various portions of the Services. We will give you at least 30 days’ notice before requiring payment as a condition of using the Services.
We do not claim ownership of the Provided Data you submit or otherwise make available for use with the Platform. This means that you, and not us, are entirely responsible for all Provided Data that you upload, post, email, transmit, store or otherwise make available through the Platform. You are responsible for any lost or unrecoverable Provided Data. By submitting Provided Data to us, you represent that you have all necessary rights in such Provided Data, without any obligation by us to pay any fees or be subject to any restrictions or limitations, and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, host, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the Provided Data that you submit to us in connection with the Platform and our business.
We may access, preserve, and disclose your Support Data and Provided Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; © respond to claims that any Provided Data violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect our (or our users or the public’s) rights, property, or personal safety.
You may voluntarily provide (in connection with your use of the Platform or related Services) suggestions, comments or other feedback. We are not required to hold such feedback in confidence, and such feedback may be used by us for any purpose without obligation to you of any kind; provided, that we will not disclose the source of specific feedback without your consent; and nothing in this TOS restricts the use by you of such feedback or ideas that you provide to us.
Our Proprietary Rights
The technology and content used to offer, or provided in connection with, the Platform, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, music, sounds, data, videos, messages, illustrations, tutorials, promotional materials, editorial content, notices, proprietary software (including html-based computer programs) and other content that we may make available through the Platform are either owned by us or licensed by us from third party licensors (collectively, “Our Materials”). The Platform and Our Materials are protected under both United States and other applicable copyright, patent, trademark and other intellectual property laws. As between you and us, we own the Platform and Our Materials, and all underlying software, inventions, ideas, trade secrets, trademarks and services marks related to the Platform and Our Materials. “Soom” is our trademark. All other product names and company logos found on promotional materials presented to you through the Platform are the copyrights, trademarks or service marks of their respective owners. You agree not (and to not allow any third party) to copy, modify, reverse engineer, reproduce, duplicate, perform, create derivative works from, republish, upload, post, transmit, sell, trade, exploit or otherwise distribute in any way whatsoever any of Our Materials, information, trademarks or service marks without our express, written consent. You agree not to use, or permit any third party to use, the Platform or Our Materials in any manner that violates any applicable law, regulation or this TOS
General Practices Regarding Use and Storage
You acknowledge that we may establish general practices and limits concerning use of the Platform, including without limitation the maximum number of times (and the maximum duration for which) you may access the Platform in a given period of time. We have no responsibility or liability for the deletion or failure to store any information maintained or transmitted by the Platform. We may modify these general practices and limits at any time and from time to time.
The Platform and software embodied within the Platform may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by us and/or content providers who provide content to the Platform. You may not attempt to override or circumvent any of the usage rules embedded into the Platform. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Platform, in whole or in part, is strictly prohibited.
This TOS will continue to apply until terminated either by you or us as set forth below. If you want to terminate your legal agreement with us, you may do so by terminating the use of the Platform and removing our software from your devices.
We may, under certain circumstances and without prior notice, immediately terminate your access to the Platform. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, © discontinuance or material modification to the Platform (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) you have engaged in fraudulent or illegal activities, or (g) for any other reason or no reason, in our and absolute discretion.
The termination of this TOS will not affect any of our rights or your obligations arising under this TOS prior to the date of termination.
You hereby agree to defend, indemnify and hold us and our subsidiaries, affiliates, officers, members, stockholders, co-branders, and employees, consultant and agents harmless from any claim or demand (including reimbursing us any reasonable attorneys’ fees incurred by us in the defense of any such claim or demand), made by any third party due to or arising out of Support Data or Provided Data you submit, post, transmit, store or otherwise make available through the Platform, your infringement of any intellectual property rights, your use of the Platform, your connection to the Platform, your purchase of products or services through the Platform, your violation of this TOS, or your violation of any rights of another. We retain the right to retain counsel of our choosing in our sole discretion. Furthermore, you must cooperate in good faith to assist us in our defense and any settlement negotiations related thereto, and to reimburse us for reasonable settlement amounts, if any.
Disclaimer of Warranties and Liability
YOUR USE OF THE PLATFORM AND ALL RELATED SERVICES, INCLUDING ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM OUR PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. WE ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE PLATFORM AND ALL RELATED SERVICES. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Use of the Platform may be available through a compatible mobile device, Internet, and/or network access and may require software. You may be required to download our mobile application in order to use the App. Users of the App will be governed by the terms and conditions provided to you at the time you download the App. You agree that you are solely responsible for these requirements, including any applicable equipment, changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER OF THE TELECOMMUNICATION SERVICES AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OR INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE WILL NOT BE LIABLE FOR AND MAKE NO WARRANTY THAT (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (ii) YOUR USE OF THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE OR COMPLETE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE PLATFORM OR ANY SOFTWARE THAT WE PROVIDE OR THAT WE USE IN OFFERING THE PLATFORM WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
Limitation of Liability; RELEASE
WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PLATFORM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE 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 OR ANY SERVICES OFFERED THROUGH THE PLATFORM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TOS, OUR LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY US FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.
To the fullest extent permitted by applicable law, you, on behalf of your heirs, executors, administrators, legal and personal representatives, hereby release, waive, acquit and forever discharge us from and against, and covenant not to sue us or any party associated with us for, all claims you have or may have arising out of or in any way related to these terms or the food and supplements provided by us. If you are a California resident, you hereby waive your rights under California Civil Code 1542, which states “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.”
Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.
We may at any time and from time to time provide certain communications to you such as service announcements, administrative messages and other notifications (“Alerts”). Alerts may be sent to you following certain changes to our Platform. You understand and agree that any Alerts provided to you through the Platform may be delayed or prevented by a variety of factors. We will make commercially reasonable efforts to provide Alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any Alert. We will not be liable for any delays, failure to deliver, or misdirected delivery of any Alert; for any errors in the content of an Alert; or for any actions taken or not taken by you or any third party in reliance on an Alert.
Alerts will in general be sent by means of a general notice through the Platform. Anyone with access to a device which access the Platform may be able to view the contents of these Alerts.
By providing us with your email address, you consent to receive all required Alerts regarding our Platform and other offerings electronically. All Alerts in electronic format will be considered to be in writing, and to have been received no later than five (5) business days after or dissemination, whether or not you have received or retrieved the communication. Your consent to receive Alerts electronically is valid until you end your relationship with us. We reserve the right to terminate or change the terms and conditions on which we provide electronic Alerts and will provide you notice thereof in accordance with applicable law.
Any notice you desire to send to us must be sent exclusively by submitting an electronic message via email at [email protected], unless explicitly instructed to do otherwise in this TOS.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice to you. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform. We may also revise this TOS at any time, and therefore we suggest that you check this TOS from time to time. We may notify you of any changes by an Alert as provided above. If you do not agree to the changes after receiving notice of the changes to the Platform, you may stop using the Platform as provided above. Your continued access or use of the Platform indicates your agreement to be bound by any such changes.
This TOS constitutes the entire agreement between both of us and governs your use of the Platform, superseding any prior agreements between both of us with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third party content, or third-party software. The foregoing does not apply to Sponsors who are subject to separate Sponsor Agreements.
Choice of Law and Forum
This TOS and the relationship between both of us shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts without regard to its conflict of law provisions. Your exclusive forum for bringing any claim or cause of action against us is the courts located in Boston, Massachusetts. You hereby accept and submit to the personal and exclusive jurisdiction of such courts in any proceeding or action. With respect to any such proceeding or action brought in such courts, you hereby irrevocably waive, to the fullest extent permitted by law: (a) any objection you may have now or in the future to such jurisdiction or venue, and (b) any claim that such action or proceeding has been brought in an inconvenient form. Nothing limits our right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or any other form of relief.
Notwithstanding anything herein, if we elect in our sole discretion to resolve any claim through arbitration, you must cooperate fully with and be bound by such arbitration, without further recourse of any kind. The American Arbitration Association (“AAA”) shall preside over such arbitration. Such arbitration shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts without regard to its conflict of law provisions. All proceedings shall take place in Boston, Massachusetts. If there is a conflict between the rules of the AAA and any provision of this TOS, this TOS shall govern. You are responsible for all costs that you incur in the arbitration, including without limitation, expert witnesses or attorneys. The reasonable filing fees and arbitrator’s costs and expenses shall be advanced by us. However, if the arbitration is decided in our favor, you must reimburse us for all of our fees, costs, and expenses related to the arbitration, including without limitation, all fees, costs, and expenses related to filing, arbitrators, expert witnesses, attorneys, and other third parties.
Waiver and Severability of Terms
We do not waive our rights by delaying or failing to exercise them at any time. If any provision of this TOS shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal governmental agency, the validity or enforceability of any other provision of this TOS shall not be affected, and the other provisions of the TOS remain in full force and effect.
No Third-Party Beneficiaries
Except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this TOS.
No Right of Survivorship and Non-Transferability
Your right of access to the Platform is non-transferable and any rights to information we store with respect to your usage terminates upon your death or dissolution.
Statute of Limitations
Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or this TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in this TOS are for convenience only and have no legal or contractual effect.
Claims of Copyright and Trademark Infringement
If you believe that your intellectual property is being used on the Platform in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512©(3) of the Digital Millennium Copyright Act):
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on our Platform;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The information specified above must be sent to our Designated Agent, whose contact information is as follows:
Attention: Privacy & Security
50 Milk Street, 16th Floor, Boston, MA 02109
Call +1 (617) 674-8209
Email us at [email protected]
Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide may be shared with third parties, including the person who provided the allegedly infringing material. Upon receipt of a bona fide infringement notification by the Designated Agent, we will remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user’s access to the Platform.
If you believe that your content should not have been removed for alleged copyright infringement, you may send our Designated Agent a written counter-notice with the following information:
- Identification of the copyrighted work that was removed, and the location on the Platform where it would have been found prior to its removal;
- A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and
- Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.
- collecting, storing and using your personal information for providing the Services, which may include using third parties to provide our Services to you on our behalf and we may share your personal information with them for this purpose, including our cloud host provider, but these third parties will not use your personal information for their own purposes;
- transferring your personal information to and hosting your personal information in data centers within the United States of America;
- de-identifying your personal information (so it no longer identifies you) and providing it in aggregated or non-aggregated form to selected third parties; and
- disclosing your personal information to the extent required by law.
These Terms and Conditions of Use constitute an agreement (“Agreement”) between you and Soom, Inc. (“Soom”), the owner of the website located at www.soom.com and the corresponding mobile websites (collectively the “Site”). This Agreement will continue until terminated by either party, or modified or amended as set forth herein.
Use of Services
You represent and warrant that you are at least 13 years of age and that you possess the legal right and ability to enter into this Agreement. You agree not to use the Services or the Site for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services and/or the Site to our customers, or damages our property. You agree that your use of the Services is subject to all applicable local, state, national and international laws and regulations. You also agree:
- to comply with US law and local laws or rules regarding online conduct and acceptable content
- not to host, submit content to or use the Site or the Services without the consent of a parent, guardian or educational supervisor if you are under the age of 13 (a “Minor”);
- not to use any robot, spider, scraper or other automatic device, process or means to access the Site for any purpose without Soom’s express written permission;
- not to take any action that imposes or may impose (in Soom’s sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- not to upload or transmit viruses or other harmful, disruptive or destructive files; and
- not to disrupt, interfere with, or otherwise harm or violate the security of the Services, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Services.
In order to obtain access to certain Services, you may need to register by creating an account with Soom. If you choose to create an account, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register, you will be asked to provide your email address and create a password (a “Password”). Access to the Services is not authorized by any other person or entity using your email address and Password and you are responsible for preventing such unauthorized use. Individuals and entities whose privilege to access the Site or use the Services has previously been terminated by Soom may not register for an account, nor may you designate any of those individuals to use your account on your behalf. You are solely responsible for any and all access to the Services by persons using your email address and Password. Please notify us immediately if you become aware that your email address and Password are being used without authorization.
You may cancel or terminate your Password, account and/or use of any Services, with or without cause at any time, by providing written notice to Soom via email at [email protected] Soom reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, any of the Services. Soom also reserves the right, in its sole and absolute discretion, at any time and with or without prior notice to you, to suspend, cancel, transfer, or terminate your Password, account, and/or use of any Services for any reason whatsoever.
THE MATERIALS AND CONTENT CONTAINED IN THE SITE AND THE SERVICES ARE PROVIDED “AS IS.” SOOM, THROUGH AND TOGETHER WITH ITS DIRECTORS, MANAGERS, OFFICERS, STOCKHOLDERS, MEMBERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND AFFILIATED ENTITIES (COLLECTIVELY, THE “COMPANY AFFILIATES” AND EACH, A “COMPANY AFFILIATE”) MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT OR SERVICES WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
DISCLAIMER AND LIMITATION OF LIABILITY
IN NO EVENT SHALL ANY COMPANY AFFILIATE BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION REGARDLESS OF WHETHER ANY COMPANY AFFILIATE HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE PROVISION OF SERVICES BY SOOM. YOU AND SOOM AGREE THAT THIS SECTION, “DISCLAIMER AND LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND SOOM. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, SOOM WOULD NOT PROVIDE THE SITE OR SERVICES TO YOU.
THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AFFILIATES, FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES OR THE SITE, OR (B) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE (TO THE EXTENT PERMISSABLE) ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF ANY THE COMPANY AFFILIATES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Ownership of the Site and its Content
The Site, and all information, materials and content available on the Site, including without limitation any trademarks, logos, service marks, trade dress, text, and graphics (collectively, “Content”), is the property of Soom and/or certain third-parties. Nothing contained on the Site should be construed as granting, by implication or otherwise, any license or right to use any of the Content without the written permission of the party that owns the Content, whether it be Soom or a third party.
Links to Other Materials
The sites linked to the Site, if any, are not necessarily under the control of Soom and Soom is not responsible for the content of any linked site, including any social media site. Any links included in the Site have been selected by Soom for your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third party sites linked to the Site, you do so entirely at your own risk. Soom will not be responsible for any interactions between you and the operators or other users of such websites, or any damages incurred by you as a result of the your use of such websites.
Governing Law; Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding that body of law applicable to conflicts of law. You agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a state or federal court sitting in Suffolk County, Massachusetts. You hereby waive any objection you may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.
We may change or modify this Agreement from time to time. You can review the most current version of this Agreement at any time at the Site. We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of Soom (including the Site and operations) to a third party. You may not assign this Agreement without our prior written consent. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect. This Agreement constitutes the entire agreement between Soom and you with respect to your use of the Site, materials, content and Services, and it supersedes all prior or contemporaneous communications and proposals between Soom and you with respect thereto. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.