2amigos! Consulting Group, LLC (“2am.tech”) provides software and services (the “Services”) to you subject to the following Terms of Use (these “Terms”). If you are accessing or using our Services on behalf of your employer or as a consultant or agent of a third party, you represent and warrant that you have the authority to act on behalf of and bind your employer or third party to these Terms.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. YOU SHOULD REVIEW THESE TERMS, AS MODIFIED OR AMENDED FROM TIME TO TIME, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND 2AM.TECH.
1. Binding Effect / Users.
These Terms set forth the legally binding terms for your use of the Services. The terms “Use” or “Using” include browsing, using, or accessing any part of the Services and its content. Your use of the Services signifies that you have read, understand, and agree to be bound by these Terms. You are only authorized to use the Services if you agree to abide by all applicable laws and these Terms. If you do not agree to abide by all applicable laws and these Terms, you should discontinue your use immediately. To become a Registered User you must indicate your acceptance of these Terms during the registration process.
2. Other Policies / Terms.
These Terms incorporate all policies currently posted on the Services and all policies that may be posted by us on the Services in the future, in our sole discretion.
3. Modification of Terms.
WE RESERVE THE RIGHT TO CHANGE, ADD TO, OR DELETE, PORTIONS OF THESE TERMS WITHOUT FURTHER NOTICE TO YOU, IN OUR SOLE DISCRETION. If we do this, we will post such modifications on our website. Each such modification shall be effective upon posting. Your continued use of the Services after we post a modification signifies your acceptance of the modification. It is your responsibility to review these Terms regularly to ensure you are aware of any changes.
4. Eligibility.
Registration as a user of the Services (“Registration”) is void where prohibited by law. By using the Services, you represent and warrant that (a) all registration information you submit is truthful, accurate, current and complete; (b) you will update and maintain the accuracy of such information; (c) you have the legal capacity and are of legal age to accept and agree to be bound by these Terms; and (d) your use of the Services does not violate any applicable law, rule, or regulation. Your Registration may be terminated without notice if we believe that you are not of legal age or otherwise lack legal capacity to accept and agree to be bound by these Terms or as otherwise permitted herein.
5. Termination of Registration / Access.
We reserve the right, in our sole discretion, to terminate your Registration and/or to deny, restrict, suspend, or terminate your use of any part of the Services at any time, for any reason, with or without notice or explanation, and without liability. We expressly reserve the right to terminate your Registration or to deny, restrict, suspend, or terminate your use of any part of the Services if we determine, in our sole discretion, that you have violated these Terms or that you may pose a threat to the Services or its users. After Registration or access is terminated, these Terms will terminate, but any terms that by their nature survive the termination of these Terms shall continue to apply.
6. Passwords and Security.
6.1. When you register to use the Services, you will be prompted to create an account, username, and password. You are responsible for maintaining the confidentiality and security of your password. You agree not to use the account, username, or password of another Registered User at any time. You further agree not to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any use of your account and for all actions that take place through the use of your account.
6.2. We may, in our sole discretion, provide you with authentication tokens (i.e., API registration keys, etc.), or other security control information, in connection with the Services account. The use of such security control information is restricted to authorized users only, and may not be disclosed to any third party. Unauthorized access is prohibited.
7. Your use of the Services.
7.1. All electronic documents that you upload and store on your account shall be your “Content”. We do not control, verify, or endorse the Content that you or others upload through the Services. You are responsible for: (a) all Content you upload and share through the Services and (b) making sure that you have all the rights you need to the Content.
7.2. You agree to provide us (as well as agents or service providers acting on our behalf to provide the Services) the right to transmit, process, use, and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency.
7.3. The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.
7.4. You agree that you will not, nor will you encourage others or assist others, harm the Services, or use the Services to harm others. For example, you shall not use the Services to harm, threaten, or harass another person or organization. You shall not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by us) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of these Terms; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.
7.5. We may sometimes review how the Services are being accessed and used, but you acknowledge that we have no obligation to do so. We are not responsible for files, user posts on our forums or elsewhere, or any other information accessible through the Services.
7.6. If you collect any personally identifiable information via your use of the Services or API, you must ensure that it is collected, processed, transmitted, maintained, and used in compliance with all applicable laws and a privacy policy that you post and make available to your users.
7.7. We are not obligated to evaluate or provide any comments to you regarding any submissions you make through our Services. In our sole discretion, we may contact you with critiques, updates, feedback, or questions regarding your submissions, including the status of our evaluation of your submission. In no event will any such contact or communication from us obligate us to adopt your submission, provide a timeframe for evaluation, or even provide any additional communication regarding your submission.
7.8. Nothing in these Terms will impair our right to develop, acquire, license, market, promote, or distribute products, software, or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software, or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, we will be free to use any information, suggestions, or recommendations you provide to us under these Terms for any purpose, subject to any applicable trademarks, patents, or copyrights.
8. Proprietary Rights to 2am.tech Content.
8.1. Rights to Content. All content available on the Services, including without limitation, designs, text, blog posts, graphics, profiles, messages, notes, advertisements, listings, pictures, images, video, bios, information, reviews, works of authorship, applications, software and API’s (“Software”), music, sound and other files, and their selection and arrangement (the "Content") are the proprietary property of 2am.tech or its licensors with all rights reserved. Except as expressly provided in these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, use, perform, post, display, frame, reproduce, republish, download or sell all or any part of the Content, in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our prior written permission.
8.2. License to Content. If you are a current Registered User of the Services, you are granted a limited, revocable license to use the Content, provided that you keep all copyright or other proprietary notices intact. You may not upload or republish Content on any Internet, intranet, or extranet site or incorporate the information in any other database or compilation, or publish the Content in any other form or format. Such license is subject to these Terms and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Services or the Content other than as specifically authorized herein is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and communications regulations and statutes. Except as expressly stated herein, any use of the Content is strictly prohibited. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time without notice and with or without cause.
8.3. Registered User Information. When you register for an account you will be asked to provide certain personal information which may include, without limitation, your name, address, telephone number, e-mail address, age, gender, corporate information, testimonial, credit or debit card information and date of birth (“Personal Information”). All information you provide through the Services is considered your “Registered User Information”. You are solely responsible for all Registered User Information. By providing the “Registered User Information,” you consent to our use of the Personal Information as described in these Terms and our PrivacyPolicy.
8.4. Right to Use Registered User Information. You authorize us to make copies of your personal information as we deem necessary to facilitate its use and storage. You also grant us the right to use any of your Registered User Information to provide you with targeted advertising or promotional material, to offer personalized features, to complete surveys, studies or data analysis, or for other promotional or marketing purposes.
8.5. Copyrights/Patents. All the Services design, text, graphics, blog posts, logos, button icons, images, photos, audio clips, video clips, digital downloads, data compilations, Software, and Content, are owned solely and exclusively by 2am.tech or our content suppliers and are protected by U.S. and international copyright or patent laws. The compilation, “look and feel” and color schemes of all content on the Services are the exclusive property of 2am.tech and protected by U.S. and international copyright laws. All software used on the Services is the property of 2am.tech or its software suppliers and protected by United States and international copyright or patent laws.
8.6. Trademarks. “2am.tech” and all 2am.tech product and service names and logos, graphics, page headers, button icons, logos, scripts, and all registered and unregistered marks and service names used by 2am.tech, service marks, trade names, trademarks and/or trade dress of 2am.tech or its affiliates (collectively “Our Marks”). You may not use Our Marks for any reason or purpose whatsoever. All trademarks not owned by 2am.tech that appear in or on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by 2am.tech.
9. DCMA Take Down Notice Procedure.
We respect the intellectual property rights of others. The following is our Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;A description of the copyrighted work that you claim has been infringed upon;A description of the location on the Services of the material that you claim is infringing;Your address, telephone number, and e-mail address;A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
2am.techs’s Agent for Notice of copyright infringement can be reached as follows:
By Mail:
Ryan S. Luft, Esq., Copyright Administrator
3125 Kathleen Ave. #116
Greensboro, NC 27408
10. Privacy and Terms of Use.
Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by this reference.
11. Disclaimers
11.1. Users. We are not responsible or liable, and make no warranties, express or implied, for the conduct of any user of the Services.
11.2. Third-Party Web Sites. The Services may contain links to third party websites. We are not responsible or liable for the content, completeness, accuracy, or opinions expressed on such third party websites. Inclusion of any linked website on the Services does not imply our approval or endorsement of, or agreement with, the content of the Web site. If you choose to access third-party websites, you do so at your own risk.
11.3. Third-Party Advertisements / Applications. We are not responsible or liable for third party advertisements or third party applications that are posted on or through the Services, nor does it take any responsibility for the goods or services provided by its advertisers.
11.4. Availability of the Services. The Services or any portion thereof may be unavailable from time to time for maintenance or other reasons. We assume no responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any user communication. We are not responsible for any problem or technical malfunction of any telephone networks, services or lines, computer systems, online systems, servers or providers, computer, mobile phone or other equipment, software, failure of any e-mail due to technical problems or traffic congestion on the Internet or the Services or combination thereof, including any injury or damage to your or to any other person's computer, mobile phone, smartphone, tablet or other equipment related to or resulting from use of the Services. Under no circumstances shall we be responsible or liable for any loss or damage, including without limitation, personal injury, property injury or death, resulting from anyone’s use of the Services, or the conduct of any user(s) of the Services.
12.Disclaimer of Warranties.
OUR SERVICES AND OUR CONTENT ARE PROVIDED "AS-IS" AND AS AVAILABLE. WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE DO NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. WE DO NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICES, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES AND MALWARE.
WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE SERVICES AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND FOR ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER SYSTEM OR OTHER EQUIPMENT, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
13. Limitation on Liability.
IN NO EVENT SHALL 2AM.TECH, ITS EMPLOYEES, REPRESENTATIVES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST DATA OR LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR OUR CONTENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO US FOR USE OF THE SERVICES ONLY, IF ANY, DURING THE TIME YOUR ARE A REGISTERED USER OF THE SERVICES.
YOU ACKNOWLEDGE THAT IF YOU DO NOT PAY FEES TO US FOR USE OF THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION.
14. U.S. Exports Controls.
Software available in connection with the Services is subject to United States export controls. You may not download from the Services or otherwise export or re-export the Software in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
15. Disputes.
These Terms shall be governed by, and construed under, the laws of the State of Florida, without regard to its conflict of law provisions. Any actions or proceedings arising out of or relating to these Terms, the Services or Our Content, shall be instituted and litigated in a court of competent jurisdiction in Miami-Dade County, Florida. You and 2am.tech agree to submit to the exclusive personal jurisdiction of the courts located in Florida to resolve any dispute arising out of these Terms, the Services, or Our Content.
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS.
FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THESE TERMS.
16. Prohibition of Class and Representative Actions and Non-Individualized Relief.
YOU AND 2AM.TECH AGREE THAT EACH OF US MAY ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND 2AM.TECH AGREE OTHERWISE, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE COURT MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS OF THE SERVICES.
17. Indemnity.
You agree to indemnify and hold harmless 2am.tech and its representatives, officers, employees, directors, agents, and assigns, at your own expense, from and against any loss, liability, claims, damages, suits, demands, actions and/or costs (including without limitation reasonable attorney fees and costs) made by any third party arising out of or related to a) your actions or inactions; b) the use of your the Services account by you or any other person; c) your breach or violation of these Terms; d) your breach of the representations and warranties outlined in these Terms; and/or e) information provided by you or any person through your account.
18. Other.
These Terms, including all documents referenced herein, as such may be modified from time to time, constitute the entire agreement between you and 2am.tech regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall 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. These Terms operate to the fullest extent permissible by law. If any provision of these Terms is unlawful, void, or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
I HAVE READ AND AGREE TO ALL OF THE PROVISIONS CONTAINED IN THESE TERMS.
