These Terms of Service (“Terms”) apply to your access to and use of the websites, applications and other online products and services (collectively, our “Services”) provided by My Ally, Inc., and our affiliates and subsidiaries (“My Ally”, “we”, “us”, or “our”). By accessing or using the Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 15, do not access or use our Services. If your organization has entered into an enterprise subscription agreement with My Ally (“Subscription Agreement”), then the Subscription Agreement as supplemented by these Terms govern your access and use of the Services. In the event of a conflict between the terms and conditions included in these Terms and the terms and conditions included in the Subscription Agreement, the terms and conditions included in the Subscription Agreement will control.
We reserve the right to modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Sites or updating the “Last Updated” date at the beginning of these Terms. The amended Terms will be effective 30 days after the date they are posted. By continuing to access or use the Services after the effective date, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Services or order contact lenses. If you do not agree to the revised Terms, you may not access or use the Services.
If you have any questions about these Terms or our Services, please contact us at firstname.lastname@example.org.
- Our Services
My Ally provides an intelligent virtual assistant that helps individuals who access and use the Services (“Users”) by streamlining your scheduling and calendar management needs.
While we help streamline scheduling between Users, we are not responsible for monitoring such information and communications, and we are not a party to any communications that may occur between Users. In addition, we are not responsible for and we expressly disclaim all liability that may result from information made available by Users and the conduct of Users, whether online or offline.
- Eligibility – Minimum Requirements
You must be at least 13 years of age to access or use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may only access or use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in connection with our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
- User Accounts and Account Security
In order to access and use certain areas or features of the Services, you will need to register for a My Ally account. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account.
- Terms of Sale
These Terms of sale apply to your use of the Services unless you or your organization has entered into a Subscription Agreement with My Ally (in which case, the terms of such Subscription Agreement apply):
- Pricing and Availability
All prices are shown in U.S. dollars, and taxes are additional. All services are subject to availability, and we reserve the right to impose quantity limits on any order, cancel all or any part of an order, and discontinue services without notice, even if you have already purchased a subscription. All prices are subject to change without prior notice.
- Payment and Billing Information
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third party payment processor) to charge your payment method for the total amount of your subscription or other purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your Order. In the event you want to change or update payment information associated with your My Ally account, you can do so at any time by logging into your account and editing your payment information.
- Continuous Subscriptions
When you register for a subscription, you expressly acknowledge and agree that (a) My Ally (or our third party payment processor) is authorized to charge your designated payment method on a monthly basis for your subscription (in addition to any applicable taxes and other charges) for as long as your subscription continues, and (b) your subscription is continuous until you cancel it or we suspend or stop providing access to the Services in accordance with these Terms. You acknowledge that the amount billed may vary due to promotional offers, changes to your Order or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.
- Cancellation Policy
You may cancel your subscription at any time by logging to your Account and cancelling from therein. In the event you cancel your subscription, please note that we may still send you promotional communications about My Ally, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.
- Pricing and Availability
- Additional Terms
Additional terms and policies (“Additional Terms”) may apply to specific portions of the Services. In the event Additional Terms apply to your use of the Services, we will provide notice of such terms and your continued use of the relevant portions of the Services will constitute your agreement to these Additional Terms. Unless indicated otherwise, if there is a conflict between these Terms and the Additional Terms, the Additional Terms will govern.
- Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct
- Use or attempt to use another user’s account without authorization from that user and My Ally
- Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access
- Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms
- Limited License – Copyright and Trademark
Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “My Ally Content”) are owned by or licensed to My Ally and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, My Ally and our licensors reserve all rights in and to our Services and the My Ally Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and My Ally Content; however, such license is subject to these Terms and does not include any right to (a) sell or resell our Services or My Ally Content; (b) copy, reproduce, distribute, publicly perform or publicly display My Ally Content, except as expressly permitted by us or our licensors; (c) modify the My Ally Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or My Ally Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or My Ally Content other than for their intended purposes. Any use of our Services or My Ally Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about My Ally or our products or Services (collectively, “Feedback”), is non-confidential and will become the sole property of My Ally. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless My Ally, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “My Ally Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims”)arising out of or related to (a) your access to or use of our Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to promptly notify My Ally Parties of any third-party Claims, cooperate with My Ally Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the My Ally Parties will have control of the defense or settlement, at My Ally’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and My Ally or the other My Ally Parties.
We do not control, endorse or take responsibility for any third-party content available on or linked to by our Services.
Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, My Ally does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While My Ally attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
- Limitation of Liability
The following limitation of liability applies to your use of the Services unless you or your organization has entered into a Subscription Agreement with My Ally (in which case, the limitation of liability provisions included in such Subscription Agreement apply). My Ally and the other My Ally Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, or special damages or lost profits, even if My Ally or the other My Ally Parties have been advised of the possibility of such damages.
The total liability of My Ally and the other My Ally Parties, for any claim arising out of or relating to these Terms or our Services is limited to the greater of (i) amounts paid, if any, to My Ally by you in connection with your use of the Services; or (ii) if you have not paid My Ally, $100 dollars.
The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of My Ally or the other My Ally Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release My Ally and the other My Ally Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.
- Transfer and Processing Data
By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
- Dispute Resolution – Binding Arbitration
The following dispute resolution provisions apply to your use of the Services unless you or your organization has entered into a Subscription Agreement with My Ally (in which case, the dispute resolution provisions included in such Subscription Agreement apply). Please read the following section carefully because it requires you to arbitrate certain disputes and claims with My Ally and limits the manner in which you can seek relief from us.
Except for small claims disputes in which you or My Ally seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or My Ally seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and My Ally waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in Santa Clara County, California in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
You and My Ally agree that any dispute arising out of or related to these Terms or our Services is personal to you and My Ally and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and My Ally agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and My Ally agree that for any arbitration you initiate, you will pay the filing fee and My Ally will pay the remaining JAMS fees and costs. For any arbitration initiated by My Ally, My Ally will pay all JAMS fees and costs. You and My Ally agree that the state or federal courts of the State of California and the United States sitting in Santa Clara County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and My Ally will not have the right to assert the claim.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 15 by contacting us. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 16.
- Governing Law and Venue
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Santa Clara County, California.
We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
These Terms, along with the terms of any Subscription Agreement that you or your organization has entered into with My Ally, constitute the entire agreement between you and My Ally relating to your access to and use of our Services. The failure of My Ally to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
Effective Date: June, 2017