Terms of Service
By registering to use and/or using the Services in any manner, You, just as if You had done so in writing, (i) acknowledge that You have read and understood the Terms, (ii) represent and warrant that You are at least eighteen (18) years of age, and if applicable, have the authority to enter into these Terms on behalf of any person or entity for whom You are accessing or using the Services, and (iii) agree to these Terms and all other rules, policies, and procedures that may be published on the Website or App from time to time, each of which are incorporated into these Terms and each of which may be updated without notice to you. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; Your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms by reference. These Terms are binding upon any use of the Services, including by Subscribers and Invited Users (each as defined below), and apply to You from the time that BOOKLY provides You with access to the Services.
The Services will evolve over time based on user feedback. BOOKLY may amend these Terms from time to time. You may be required to click “accept” or “agree” to show your consent to an amended version of these Terms.
You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you. The right to access the Services is revoked where these Terms or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
“Membership Fee” means the monthly fee (excluding any taxes) payable by You in accordance with the fee schedule set out on the Website or App. “Data” means any data and/or information inputted by You or on Your behalf into the Website or App, including but not limited to data and/or information contained in any contracts and documents You work on through the Services. “Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. “BOOKLY”, “we” or “us” means BOOKLY, Inc. and all current and future global subsidiaries, affiliates, and/or successors of BOOKLY Ventures, Inc. “Invited User” means any person or entity, other than the Subscriber, that accesses or uses the Services with the authorization of the Subscriber from time to time. “Organization” means the organization the Subscriber represents or the organization an Invited User has been added to and granted access to via the Website and/or App. “Subscriber” means the person or entity who registers to use the Services, and/or any person or entity on whose behalf that person registers to use the Services. “You” means any Subscriber or Invited User. “Your” has a corresponding meaning.
2. USE OF SOFTWARE
- 2.1. Subject to these Terms, BOOKLY grants You a non-exclusive, non-transferable and non-sublicensable (except as expressly permitted herein) license and right to access and use the Services via the Website and/or App in accordance with your role as either a Subscriber or Invited User, whichever is applicable. You acknowledge and agree that:
- 2.1.1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service(s) that Invited User has;
- 2.1.2. the Subscriber is responsible for all Invited Users’ use of the Services;
- 2.1.3. the Subscriber controls each Invited User’s level of access to the relevant organization and Service(s) at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and
- 2.1.4. if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service(s), the Subscriber shall decide what access or level of access to the relevant Data or Service(s) that Invited User shall have, if any.
3. BOOKLY IS NOT A SUBSTITUTE FOR A LAWYER OR LAW FIRM
- 3.1. YOU HEREBY ACKNOWLEDGE AND AGREE THAT BOOKLY, ITS SERVICES, AND OTHER CONTENT ARE NOT A LAW FIRM OR A SUBSTITUTE FOR A LAW FIRM. BOOKLY CANNOT AND DOES NOT RENDER ANY LEGAL SERVICES TO YOU, AND THE SERVICES ARE NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR LEGAL ADVICE OR LEGAL SERVICES. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT ANY FORMS, TEMPLATES, OR CONTENT PROVIDED THROUGH THE SERVICES ARE PRESENTED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND AND DO NOT CONSTITUTE LEGAL ADVICE. YOUR RELIANCE ON ANY SERVICES IS SOLELY AT YOUR OWN RISK. YOUR COMMUNICATIONS WITH BOOKLY ARE NOT ATTORNEY WORK-PRODUCT AND ARE NOT PROTECTED UNDER ANY PRIVILEGE, INCLUDING ATTORNEY-CLIENT PRIVILEGE.
- 3.2. If You need legal advice, or if Your back office service needs are substantial or complex, we encourage You to hire a lawyer. You agree to completely and accurately fill out any questionnaires required of those documents. You represent and warrant that any document You electronically sign via the Website or App will be truthful.
- 3.3. Federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority, consumer contracts (collectively, “Law”) and publicly available facts about entities that issue consumer contracts are voluminous and ever-changing. Accordingly, BOOKLY cannot and does not guarantee that any information provided through the Services is current. Law relevant to consumers varies depending on the relevant jurisdiction (for example, the applicable U.S. state), and BOOKLY’s Services are not, and cannot be, necessarily customized to Your jurisdiction.
- 4.1. Billing: Upon registering for an BOOKLY account, you acknowledge that the Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. BOOKLY MAY SUBMIT MONTHLY CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY BOOKLY) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE BOOKLY REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO https://www.bookly.co/
- 4.2. Membership Fee changes: BOOKLY may change the amount of in the Membership Fee https://www.bookly.co/pricing its sole discretion from time to time upon notice to You.
- 4.3. Payment: BOOKLY shall bill You through a payment method linked to Your account on the Services for use of the Services, as well as to enable process payments made to You for Invoices tendered by You. By choosing to register for the Services, you agree to pay BOOKLY all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms and you authorize us to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. BOOKLY reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. BOOKLY will continue billing You monthly until this Agreement is terminated in accordance with Section 9. All BOOKLY billing information will be sent to You, or to a billing contact whose details are provided by You (“Billing Contact”), by email. You are responsible for payment of all taxes in addition to the Membership Fee.
- 4.4. Reaffirmation of Authorization. Your non-termination or continued use of the Services reaffirms that BOOKLY is authorized to charge You for those Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Services.
- 4.5. Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Membership Fees in relation to all of Your Organizations. Without prejudice to any other rights that BOOKLY may have under these Terms or at law, BOOKLY reserves the right to bill for the full (non-discounted) Membership Fees due or suspend or terminate Your use of the Services in respect of any or all of Your Organizations in the event that any amount owed for those Membership Fees are not paid in full by the due date for payment.
- 4.6. Automated Bank transaction data delivered into Your BOOKLY account: Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, BOOKLY reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at BOOKLY’s sole discretion. BOOKLY would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, You must notify BOOKLY of which automated bank account transaction data feeds You want to discontinue. Upon receiving such notice BOOKLY will arrange for such feeds to be terminated in accordance with each bank’s usual practices.
5. YOUR OBLIGATIONS AND RESPONSIBILITIES
- 5.1. General obligations: You must only use the Services for Your own lawful internal business purposes, in accordance with these Terms and any additional or amended terms and conditions posted on the Website or App and/or noticed to you by BOOKLY.
- 5.2. Registration: You must provide accurate complete information and keep Your account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than You without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in Your eligibility to use the Services, breach of security or unauthorized use of your account. You should never publish, distribute or post login information for your account. You shall have the ability to delete Your account, either directly or through a request made to one of our employees or affiliates.
- 5.3. Access conditions: You must ensure that all usernames and passwords required to access the Services are kept secure confidential. You must immediately notify BOOKLY of any unauthorized use of Your passwords or any other breach of security and BOOKLY will reset Your password. You must take all other actions that BOOKLY reasonably deems necessary to maintain or enhance the security of BOOKLY’s computing systems and networks and Your access to the Services.
- 5.4. Prohibited Uses: As a condition of use, You promise not to use the Services for any purpose that is prohibited by these Terms. You are responsible for all of Your activity in connection with the Services. When accessing and using the Services, You shall not (and shall not permit any third party to) either (i) take any action or (ii) upload, download, post, submit, transmit, input, or otherwise distribute or facilitate distribution of any Data on or through the Services that:
- 5.4.1. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- 5.4.2. You know is false, misleading, untruthful or inaccurate;
- 5.4.3. is offensive, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
- 5.4.4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
- 5.4.5. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of BOOKLY’s or of any third party;
- 5.4.6. may damage BOOKLY’s, or any other person or entity’s, computing devices or software or may in any way which may impair the functionality of the Services, Website, or App, or other systems used to deliver the Services or impair the ability of any other user to use the Services;
- 5.4.7. constitutes an attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website or App except as is strictly necessary to use either of them for normal operation;
- 5.4.8. constitutes an attempt to undermine the security or integrity of BOOKLY’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- 5.4.9. constitutes an attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- 5.4.10. impersonates any person or entity, including any of our employees or representatives; or
- 5.4.11. includes anyone’s identification documents or sensitive financial information.
- 5.5 Usage Limitations: Your use of the Services may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against BOOKLY’s application programming interface. Any such limitations will be specified within the applicable Services.
- 5.6 Affiliate Program: From time to time BOOKLY may implement an affiliate program through which entities may help BOOKLY obtain Subscribers in exchange for an affiliate referral fee. The terms of the affiliate program will be specified by BOOKLY at the time of implementation with an affiliate
- 5.7 Order Information: You agree that your order with BOOKLY represents that the information supplied by you or your agent to BOOKLY is accurate and complete. Your order with BOOKLY also acknowledges that BOOKLY is relying upon such information in the preparation and completion of each and all orders without any verification by BOOKLY as to its accuracy or completeness. You agree to hold BOOKLY and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives harmless and defend and indemnify BOOKLY from and against any claims, causes of action, damages and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees if information provided by you or your agent is inaccurate or incomplete. It is your responsibility to inform BOOKLY of any changes or corrections to your information.
- 5.8 Tax Preparation. The Internal Revenue Service imposes penalties upon taxpayers and preparers for failure to observe due care in reporting for income tax returns. In order to insure an understanding of our mutual responsibilities, we ask all clients for whom returns are prepared to confirm the following arrangements. BOOKLY will prepare your federal and state income tax returns from information which you will furnish to us. We will not audit or otherwise verify the data you submit, although it may be necessary to ask you for clarification of some of the information. It is your responsibility to provide all information required for the preparation of complete and accurate returns. You should retain all original documentation and send only copies of originals, canceled checks, and other information for the basis of income and deductions. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You have the final responsibility for the income tax returns; therefore, you should review them carefully before you sign them. The information you are supplying BOOKLY needs to be accurate, and complete to the best of your knowledge, and needs to be supported by records as required by law. Our work in connection with preparations of your income tax returns do not include any procedures designed to discover defalcation, or other irregularities, should any exist. We will render such accounting assistance as determined to be necessary for preparation of income tax returns. We will use professional judgment in resolving questions where the law is unclear or where there may be conflict between taxing authorities’ interpretations of the law and other supportable positions. Unless otherwise instructed by you, we will resolve such questions in your favor whenever possible.
- 5.9 Filing and Business License Fees. You understand and agree that the Service does not include filing fees and or business licensing fees. Except as otherwise noted, filing and recording fees include all mandatory or applicable federal, state, county and local administrative fees and may also include publishing, name check, handling processing fees and business licensing.
- 5.10 Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Services (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Services, You represent that You are permitted to make such communication. BOOKLY is under no obligation to ensure that the communications on the Services are legitimate or that they are related only to the use of the Services. As with any other mobile- or web-based forum, You must exercise caution when using the communication tools available on the Services. However, BOOKLY does reserve the right to remove any communication at any time in its sole discretion.
- 5.11 Indemnity: You agree to defend, indemnify, and hold harmless BOOKLY, its affiliates, and each of its respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your use or misuse of, or access to, the Services, including Your violation of the Terms, infringement by You or any third party using Your account or identity in the Services of any intellectual property or other right of any person or entity, and Your breach of any of these Terms or any obligation You may have to BOOKLY, including (but not limited to) any costs relating to the recovery of any Membership Fees that are due but have not been paid by You. We reserve the right to assume the exclusive defense control of any matter otherwise subject to indemnification by You, in which event You will assist cooperate with us in asserting any available defenses.
6. INTELLECTUAL PROPERTY
- 6.1 General: Except as expressly provided herein, BOOKLY alone retains all Intellectual Property Rights relating to the Services. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information or documentation provided by You relating to the Services (“Feedback”) shall be assigned by You to BOOKLY. BOOKLY will be free to use or disseminate Feedback. You will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms.
- 6.2 Ownership of Data: You shall retain all Intellectual Property Rights (if any) in Your Data. However, Your access to the Data is contingent on full
payment of the Membership Fee when due. You hereby grant BOOKLY a license to use, copy, transmit, store, and back-up Your information and
Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of the Services to You.
You also hereby permit BOOKLY, with the assistance of third parties, to use the
information provided to BOOKLY for other purposes, such as improving the delivery or quality of services or technology to You and other clients,
thought leadership projects, to allow You and other clients to evaluate various business transactions and opportunities, and for use in presentations to You,
other clients and non-clients. When Your information is used outside of BOOKLY or such third parties assisting them, you will not be identified as
the source of the information.
- 6.3 Backup of Data: You must maintain copies of all Data inputted into the Services. BOOKLY adheres to industry-standard policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. BOOKLY expressly excludes liability for any loss of Data no matter how caused.
- 6.4 Third party applications and Your Data: The Services may permit You to link to certain other websites, services or resources (“Third-Party Applications”) on the Internet, and certain Third-Party Applications may contain links to the Services. If You choose to enable Third-Party Applications for use in conjunction with the Services, You do so at Your own risk. These Third-Party Applications are not under our control. You acknowledge that BOOKLY may allow the providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. You further acknowledge and agree that BOOKLY shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Application, or for any disclosure, modification or deletion of Your Data by any Third-Party Applications. BOOKLY is not responsible for the privacy practices of any Third-Party Applications, and urges You to read the privacy policies of any Third-Party Applications before enabling their use in conjunction with the Services.
- 6.5 Third party content: Content from other users, suppliers, advertisers, and other third parties, including Third-Party Applications, may be made available to You through the Services. Because BOOKLY does not control such content, You agree that BOOKLY is not responsible for any such content. BOOKLY does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and BOOKLY assumes no responsibility for unintended, offensive, indecent, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. You understand that by using the Services You may be exposed to third-party websites that You find. BOOKLY makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of Third-Party Applications accessible from the Website or App. BOOKLY provides these links for Your convenience only and does not control such websites. BOOKLY’s inclusion of links to such websites does not imply any endorsement of the materials on such Third-Party Applications or any association with their operators. The Services may contain links to websites that are operated by BOOKLY but which operate under different terms.
- 6.6 It is Your responsibility to review the privacy policies and terms of service of any other website or mobile application that You visit. YOU AGREE THAT IN NO EVENT WILL BOOKLY BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
7. WARRANTIES AND ACKNOWLEDGEMENTS
- 7.1. Authority: You warrant that where You have registered to use the Services on behalf of another person or entity, You have the authority to agree to these Terms on behalf of that person or entity and to bind that person or entity to perform any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
- 7.2. Acknowledgement: You acknowledge that: You are also authorized to access the processed information and Data that is made available to You through Your use of the Website or App and the Services (whether that information and Data is Your own or that of anyone else).
- 7.3. BOOKLY has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website or App on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You acknowledge and agree that:
- 7.3.1. You are responsible for (i) ensuring that You have the right to do so; and (ii) authorizing any person or entity who is given access to Data;
- 7.3.2. You agree that BOOKLY has no obligation to provide any person or entity access to such information or Data without Your authorization and may refer any requests for information to You to address; and
- 7.3.3. You will indemnify BOOKLY against any claims or loss relating to:
- 188.8.131.52. BOOKLY’s refusal to provide any person access to Your information or Data in accordance with these Terms,
- 184.108.40.206. BOOKLY’s making available information or Data to any person with Your authorization.
- 7.3.4. BOOKLY does not warrant that use of the Services will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. BOOKLY is not in any way responsible for any such interference or prevention of Your access or use of the Services.
- 7.3.5. BOOKLY is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
- 7.3.6. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
- 7.3.7. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Services and the Website and App will comply with laws applicable to You (including any laws requiring You to retain records).
- 7.4. Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website, the App, or the Terms.
- 7.5. Warranty Disclaimer: THE SERVICES PROVIDED BY BOOKLY TO YOU ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. BOOKLY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. BOOKLY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. CERTAIN STATE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
8. LIMITATION OF LIABILITY
- 8.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOOKLY EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES, FOR ANY (I) LOSS (INCLUDING LOSS OF INFORMATION, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROFITS AND SAVINGS), (II) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL DAMAGES RESULTING FROM ANY USE OF, OR RELIANCE ON, THE SERVICES. CERTAIN STATE LAWS MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR FOR THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, BOOKLY’s LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
- 8.2. IF YOU SUFFER ANY DIRECT LOSS OR DAMAGE AS A RESULT OF YOUR USE OF THE SERVICES, ANY CLAIM BY YOU AGAINST BOOKLY WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE MEMBERSHIP FEES PAID BY YOU IN THE PREVIOUS TWELVE (12) MONTHS. ANY REFERENCE TO BOOKLY IN THIS SECTION ALSO INCLUDES ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- 8.3. If You are not satisfied with the Services, Your sole and exclusive remedy is to terminate these Terms in accordance with Section 9 (Termination) below.
- 9.1. Payment policy: You will be billed from the day You first added Your billing details into the Services. BOOKLY will not provide any refund for any remaining prepaid period for a prepaid Membership Fee subscription.
- 9.2. No-fault termination: These Terms will continue for the period covered by the Membership Fee paid or payable by You.
At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the
prescribed Membership Fee when due, unless You terminate this agreement by giving notice to BOOKLY at least thirty (30) days in advance.
If You terminate this agreement less than thirty (30) days before the end of your current billing period, then You shall be charged Membership
Fees on a pro-rata basis for the following month until your termination takes effect. BOOKLY may terminate this agreement at any time immediately upon notice to You.
- 9.3. Breach or Insolvency:
- 9.3.1 If You: breach any of these Terms (including, without limitation, by non-payment of any Membership Fees) and do not remedy the breach within fourteen (14) days after receiving notice of the breach if the breach is capable of being remedied, OR breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Membership Fees that are more than thirty (30) days overdue), OR You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, BOOKLY may take any or all of the following actions, at its sole discretion:
- 220.127.116.11 Terminate Your use of the Services and the Website and App;
- 18.104.22.168 Suspend for any definite or indefinite period of time, Your use of the Services and the Website and App;
- 22.214.171.124 Suspend or terminate Your access to all or any Data;
- 126.96.36.199 Take any of the actions above with respect to any or all other persons whom You have authorized to have access to Your information or Data.
- 9.4. For the avoidance of doubt, if payment of any invoice for Membership Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined above) is not made in full by the relevant due date, BOOKLY may suspend or terminate Your use of the Services, the authority for all or any of Your Organizations to use the Services, or Your rights of access to all or any Data.
- 9.5. Accrued Rights: Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
- 9.5.1. remain liable for any accrued charges and amounts which become due for payment before or after termination;
- 9.5.2. remain obligated to refrain from any actions prohibited by the Terms that survive termination; and
- 9.5.3. immediately cease to use the Services and the Website and App.
10. HELP DESK
- 10.1. Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting
BOOKLY. If You still need technical help, please check the support provided on the Website or email us at firstname.lastname@example.org
- 10.2. Service availability: While BOOKLY intends that the Services should be available from 9:00am to 6:00pm MST during business days, it is possible that on occasions the Services may be unavailable to permit maintenance or other development activity to take place. If for any reason BOOKLY has to interrupt the Services for longer periods than BOOKLY would normally expect, BOOKLY will use reasonable endeavors to publish in advance details of such activity on the Website or App.
11. APPLE DEVICE AND APPLICATION TERMS
- 11.1. If you are accessing the Services via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store, the following shall apply:
- 11.1.1. Both You and Apple acknowledge that these Terms are concluded between You and BOOKLY only, and not with Apple, and that Apple is not responsible for, does not endorse, and is not involved in the application;
- 11.1.2. The application is licensed to You on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for Your private, personal, non-commercial use, subject to these Terms as they are applicable to the Services;
- 11.1.3. You will only use the application in connection with an Apple device that You own or control;
- 11.1.4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the application;
- 11.1.5. In the event of any failure of the application to conform to any applicable warranty, including those implied by law, You may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to You will be to refund to You the purchase price, if any, of the application;
- 11.1.6. You acknowledge and agree that BOOKLY, and not Apple, is responsible for addressing any claims You or any third party may have in relation to the application;
- 11.1.7. You acknowledge and agree that, in the event of any third party claim that the application or Your possession and use of the application infringes that third party’s intellectual property rights, BOOKLY, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
- 11.1.8. You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that You are not listed on any U.S. Government list of prohibited or restricted parties;
- 11.1.9. Both You and BOOKLY acknowledge and agree that, in Your use of the application, You will comply with any applicable third party terms of service which may affect or be affected by such use; and
- 11.1.10. Both You and BOOKLY acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
12. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS:
- 12.1.1. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
- 14.2. Modification. BOOKLY reserves the right, in its sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website and/or App or by sending You notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also Your responsibility to check these Terms periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes, which will apply to Your continued use of the Services going forward. Your use of the Services is subject to the Terms in effect at the time of such use.
- 14.3. Force majeure: BOOKLY shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- 14.4. Assignment: These Terms are personal to You, and You may not assign, transfer or sublicense (except as expressly permitted hereunder) Your license and/or right hereunder without BOOKLY’s written consent. BOOKLY may assign, transfer or delegate any of its rights and obligations hereunder without consent.
- 14.5. Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms.
- 14.6. No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide You with written notice of such waiver through one of our authorized representatives.
- 14.7. Headings. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
- 14.8. Governing law and jurisdiction: These Terms shall be governed by construed in accordance with the laws of the State of Utah, including its conflict of law rules, and the laws of the United States. You agree that any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and federal courts in the state of Utah.
- 14.9. Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- 14.10. Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to BOOKLY must be sent to email@example.com or to any other email address notified by email to You by BOOKLY. Notices to You will be sent to the email address which You provided when setting up Your access to the Services.
Last updated 4/23/18