Terms and Conditions

This Agreement sets forth the terms and conditions that apply to your access and use of the Dealnotes website located at dealnotes.io (the "Website"), operated by Dealnotes.

1. Accepting the Terms

By using the information, tools, software, features and functionality of the Site, including content, updates and new releases (together the “Service”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site) or you are a “Member” (which means that you have registered with Dealnotes and created an Account for the use of the Service). The term “you” or “User” refers to a Visitor or a Member. The term “we” or “us” refers to Dealnotes.

You may not use the Site or Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Dealnotes. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity.

2. Confidentiality and Privacy

For information about Dealnotes’s data protection practices, please read the Dealnotes Privacy Policy which is hereby incorporated into this Agreement. This policy explains how Dealnotes treats your personal information when you access Dealnotes and use the Service

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Dealnotes includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by User to Dealnotes to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d)was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

User shall own all right, title and interest in and to the User Data, as well as any data that is based on or derived from the User Data and provided to User as part of the Services. Dealnotes shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Dealnotes shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Dealnotes will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Dealnotes offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3. Account Registration Information

If you want to use certain elements of the Service, you’ll have to create an account (“Account”). You can do this by linking your valid account on Google or another social networking service (“SNS”) through which you have connected to the Services (each such account, a “SNS Account”), by allowing Dealnotes to access your SNS Account, as is permitted under the applicable terms and conditions that govern your use of each SNS Account. You represent that you are entitled to disclose your SNS Account login information to Dealnotes and/or grant Dealnotes access to your SNS Account (including, but not limited to, for use for the purposes described herein).

It’s important that you provide us with accurate, complete and up-to-date information for your Account, and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

You may disable the connection between your Dealnotes Account and your SNS Accounts by adjusting the settings on your profile page in your Dealnotes Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS ASSOCIATED WITH YOUR SNS ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS, AND DEALNOTES DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SNS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNT.

4. Payments

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a Subscription through the self-service process on the Site and/or separately execute an Order Form and provide Dealnotes information regarding your credit card or other payment instrument. You represent and warrant to Dealnotes that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.

You agree to pay Dealnotes the amount that is specified in the payment plan in accordance with the self-service Subscription or Order Form and this TOS. Subscriptions entered into through the Site or through an Order Form will auto-renew pursuant to the terms specified. You hereby authorize Dealnotes to bill your payment instrument in advance monthly for self-service Subscriptions entered into through the Site or in accordance with the applicable Order Form and in accordance with the terms of the applicable payment plan referenced in the self-service Subscription or Order Form and this TOS, and you further agree to pay any charges so incurred. If you dispute any charges you must let Dealnotes know within thirty (30) days after the date that Dealnotes invoices you. We reserve the right to change Dealnotes’s prices. If Dealnotes does change prices, Dealnotes will provide notice of the change on the Site or in email to you, at Dealnotes’s option, at least fourteen (14) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.

Dealnotes may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Dealnotes thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Dealnotes’s net income.

5. Your Use of the Service

You may use the Service only if you are 16 years or older and are not barred from using the Services under applicable law. If you are under 18, you must obtain permission from a parent or legal guardian before using the Service. Children under the age of 16 are strictly prohibited from using the Service. By using the Service, you represent and warrant to Dealnotes that you have all requisite power and authority to enter into and comply with this Agreement.

Your right to access and use the Site and the Service is personal to you and is not transferable by you to any other person or entity. Your access and use of the Site and the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or Service or other actions that Dealnotes, in its sole discretion, may elect to take.

6. Rights You Grant to Us

You may, but are not required to, provide Dealnotes with feedback, suggestions or ideas (“Feedback”), including through the “Report a bug OR suggest a feature” link in the footer of the Site. You agree that Dealnotes may, in its sole discretion, reject or ignore your Feedback, or use your Feedback in any way Dealnotes sees fit, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant Dealnotes a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the Feedback you provide to Dealnotes in any way.

7. Dealnotes’s Intellectual Property Rights

The contents of Dealnotes, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under United States and other applicable copyright, trademark and other laws.

You agree that you will not post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Service or attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service.

8. Disclaimer of Representations and Warranties

THE SERVICE AND ALL CONTENT ASSOCIATED WITH DEALNOTES OR PROVIDED IN OR THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. DEALNOTES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICE, AND DISCLAIMS ALL SUCH WARRANTIES TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

9. Limitations on Dealnotes’s Liability

DEALNOTES SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO DEALNOTES, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF DEALNOTES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL DEALNOTES’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO DEALNOTES FOR USE OF THE SERVICE OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO DEALNOTES, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DEALNOTES AND YOU.

10. Your Indemnification of Dealnotes

You shall defend, indemnify and hold harmless Dealnotes and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorney fees, in whole or in part arising out of or attributable to any breach of this Agreement by you, or your access to or use of the Service in violation of any applicable law, regulation or any third party agreement or policies.

11. Ending your relationship with Dealnotes

This Agreement will continue to apply until terminated by either you or Dealnotes as set out below. If you want to terminate your legal agreement with Dealnotes, you may do so by emailing your request to [email protected], or through any Account termination functionality we may provide within the Service. Your account will be closed and your ability to log in deactivated immediately. Your Dealnotes account data will be removed subject to and as explained in our Privacy Policy.

12. Modifications

Dealnotes may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Site, a notification of the change will be posted in the Account login screen, and if we have your email address, we will attempt to reach you at that email address to inform you that the Agreement has been changed. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

13. Governing Law and Forum for Disputes

This Agreement, and your relationship with Dealnotes under this Agreement, shall be governed by the laws of the State of California without regard to its conflict or choice of laws provisions. Except to the extent a dispute under the Privacy Policy is subject to binding arbitration, any dispute with Dealnotes, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the state or federal courts of the City and County of San Francisco, California and you expressly agree to personal jurisdiction in those courts, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Dealnotes may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Dealnotes is able to offer the Service at the terms designated, without charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with Dealnotes, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:

• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

14. Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if Dealnotes does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Dealnotes has the benefit of under any applicable law), this will not be taken to be a formal waiver of Dealnotes’s rights and that those rights or remedies will still be available to Dealnotes.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

Dealnotes shall have no liability for any failure or delay in the performance of its obligations caused by events beyond its reasonable control.This Agreement represents the entire understanding and agreement between you and Dealnotes regarding the subject matter of the same, and supersedes all other previous agreements.