TERMS OF USE

Last updated: September 1, 2023

INTRODUCTION

Pluspoint Inc. ("Pluspoint", "we", "us", or "our") owns and operates the Pluspoint software-as-a-service platform and the website located at https://www.pluspoint.io (the "Platform").

These Terms of Use apply to all individuals who use the Platform or the Services, as defined below ("Users", "Customer"), (including all of the content on or available through this Platform).

You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms of Use. If you do not agree with all of these terms of use, then you are expressly prohibited from using the services and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Platform after the date such revised Terms of Use are posted.

1. SERVICES

1.1 Pluspoint is the owner of the Pluspoint software-as-service platform (the "Platform") which provides you with a tool for collecting feedback via SMS and sharing them on the Internet, as contemplated in this Agreement (the "Services").

1.2 The prices, features, and options of the Services depend on the subscription plan you choose either within the Platform or in accordance with Services Order that together with these Terms of Use constitute the entire agreement between you and Pluspoint ("Agreement"). We do not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.

1.3 The Services are available to end user employees or contractors ("Employees") (i) whose employer or organization ("Organization") has signed Service Order or registered at the Platform; or (ii) who have signed up for the Services individually without an Organization. The Services will be available upon registration in accordance with these Terms of Use or signing the Services Order ("Effective Date"). By using the Services in any manner as an Employee, you represent and warrant to Pluspoint that you are permitted to do so by your Organization and not in breach of any Organization policy.

1.4 If you register on our Platform for a free trial, we will make Services available to you on a trial basis free of charge until the earlier (a) the end of the free trial period for which you registered to use the applicable Service, (b) signing the Service Order, or (c) first payment for the chosen Service subscription plan. Additional trial terms and conditions may appear on the trial registration web page.

1.5 Any data you enter into the Services and any customizations made to the Services by or for you during a free trial will be permanently lost unless you purchase a subscription to the same Services as those covered by the trial, or export such data, before the end of the trial period. In any free trial we provide the Services "as is," without any warranty, covenant, commitment or liability whatsoever, to the extent permitted by law.

1.6 Pluspoint will provide you additional access to the Service via application programming interface ("API") and the applicable instructions for this. You may use API only for the purpose of as necessary to develop, test, operate and support connection to the Services. All development, testing, operation and support are carried out by resources and at your own expenses.

1.7 "Authorized End User" means any individual authorized, by virtue of such individual's relationship to, or permissions from, User, to access the Services pursuant to User's rights under this Agreement. The number of Authorized End Users is unlimited. The available functionality of the Services and the Authorized End User's rights regarding the Services will depend on the Authorized End User's access level that is determined by the sole User's discretion.

1.8 There are the following Authorized End User's access levels and applicable features:

User level:

  • to view public reviews from Google and Facebook;
  • to view Pluspoint feedbacks;
  • to receive notifications about new feedbacks and reviews;
  • to assign responsibility and track the status of feedback processing;
  • to receive a newsletter with Pluspoint statistics weekly;
  • to send individual and SMS and email invitations for new reviews.

Administrator level:

  • to add, remove, change Authorized End Users;
  • to edit information about Customer;
  • to create or modify templates for SMS and email invitations;
  • all features available to User and Sender access levels.

1.9 We provide you with the technical support by e-mail or online chat on the Platform. Pluspoint's support team replies to Customer's request during business hours (10:00-19:00) in UTC+2 time zone. The stated response time for the provision of support is dependent upon what time Pluspoint receives the notification of any deficiency in the Services, and Pluspoint will notify Customer of its anticipated response time.

2. USER REPRESENTATIONS

2.1 By using the Platform, you represent and warrant that:

  • all registration information you submit will be true, accurate, current, and complete;
  • you will maintain the accuracy of such information and promptly update such registration information as necessary;
  • you have the legal capacity and you agree to comply with these Terms of Use;
  • you are not a minor in the jurisdiction in which you reside;
  • you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise;
  • you will not use the Platform for any illegal or unauthorized purpose;
  • your use of the Platform will not violate any applicable law or regulation;
  • you will keep your password confidential and will be responsible for all use of your account and password.

2.2 If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).

3. PROHIBITED ACTIVITIES

3.1 You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

3.2 As a user of the Platform, you agree not to:

  • Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Platform to advertise or offer to sell goods and services.
  • Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein.
  • Engage in unauthorized framing of or linking to the Platform.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
  • Attempt to impersonate another user or person or use the username of another user.
  • Sell or otherwise transfer your profile.
  • Use any information obtained from the Platform in order to harass, abuse, or harm another person.

3.3 Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavor or commercial enterprise.

3.4 Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform.

3.5 Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform.

3.6 Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to you.

3.7 Delete the copyright or other proprietary rights notice from any Content.

3.8 Copy or adapt the Platform, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

3.9 Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.

3.10 Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").

3.11 Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.

3.12 Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform.

3.13 Use the Platformin a manner inconsistent with any applicable laws or regulations.

4. USER DATA

4.1 We will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

4.2 We care about data privacy and security. Please review our Privacy Policy: https://pluspoint.io/privacy. By using the Platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Platform is hosted in Germany. If you access the Platform from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Germany, then through your continued use of the Platform, you are transferring your data to Germany, and you agree to have your data transferred to and processed in Germany.

5. USER GENERATED CONTRIBUTIONS

5.1 The Platform does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Platform and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Platform Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other users of the Platform to use your Contributions in any manner contemplated by the Platform and these Terms of Use.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Platform and these Terms of Use.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

5.2 Any use of the Platform in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Platform.

6. CONTRIBUTION LICENSE

6.1 You agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

6.2 By submitting suggestions or other feedback regarding the Platform, you agree that we can use and share such feedback for any purpose without compensation to you.

6.3 We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Platform. You are solely responsible for your Contributions to the Platform and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

7. SOCIAL MEDIA

7.1 As part of the functionality of the Platform, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Platform; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.

7.2 You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content'') so that it is available on and through the Platform via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account upon the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Platform. You will have the ability to disable the connection between your account on the Platform and your Third-Party Accounts at any time.

7.3 PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social

7.4 Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.

7.5 You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Platform.

7.6 You can deactivate the connection between the Platform and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such a Third-Party Account, except the username and profile picture that become associated with your account.

8. SUBMISSIONS

8.1 You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

9. THIRD-PARTY WEBSITES AND CONTENT

9.1 The Platform may contain (or you may be sent via the Platform) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Platform or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any websites to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

10. PLATFORM MANAGEMENT

10.1 We reserve the right, but not the obligation, to:

  • monitor the Platform for violations of these Terms of Use;
  • take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities;
  • in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
  • in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and
  • otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

10.2 The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

10.3 The Platform is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Platform. You may not use the Platform in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

10.4 The Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Platform.

11. CORRECTIONS

11.1 There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

12.2 The Content and the Marks are provided on the Platform "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

12.3 Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks.

13. FEES AND PAYMENT

13.1 We accept the following forms of payment:

  • Visa
  • Mastercard
  • Bank transfer

13.2 You may be required to purchase or pay a fee to access some of our services.

13.3 You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Platform. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.

13.4 Fees payable by you under the Agreement are exclusive of all applicable taxes. You will be responsible for all applicable sales, use, value-added, withholding and similar taxes imposed by any governmental entity based on the Service, except for taxes based on Pluspoint Sales Tax.

13.5 You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

13.6 We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Platform.

14. CANCELLATION

14.1 All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.

14.2 If you are unsatisfied with our services, please email us at support@pluspoint.io.

15. CONFIDENTIALITY

15.1 "Confidential Information" means any and all information disclosed by or at the direction of either party to the other in connection with the provision or use of the website and services under the agreement by parties, irrespective of any confidentiality requirement from a disclosing party, presence or absence of the confidentiality label on the information, a form of the information, or its content.

15.2 Confidential information shall not include any materials or information which the Receiving Party shows:

  • was known to it prior to the information's disclosure in connection with the provision or use of the website and/or services;
  • is or becomes generally available to the public through no act or default on the part of the receiving party, its employees and subcontractors;
  • was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential;
  • was independently developed by the receiving party, without the use of any Confidential Information; or
  • is required to be disclosed pursuant to, or by, any applicable laws, rules, regulatory authority, a court order or other legal process, provided that the Receiving Party shall, promptly upon learning that such disclosure is required, give written notice of such disclosure to the Disclosing Party.

15.3 Both parties undertake to use reasonable measures to safeguard the Confidential Information of the other party.

15.4 Neither party will at any time without the prior written consent of the other party publish, disseminate, duplicate or use, directly or indirectly, Confidential Information of the other party for any purposes other than to fulfill its obligations under the Agreement.

15.5 Neither party will disclose, in whole or in part, the other party's Confidential Information to any person, except to employees or subcontractors who require such access to fulfill the purposes of the Agreement (the "Authorized Purpose").

15.6 Either Party will ensure that its employees and subcontractors are under obligations of confidentiality which are no less onerous than those contained in this Agreement including, but not limited to, the use of the Confidential Information for the Authorized Purpose only.

15.7 The obligations undertaken by the Parties in compliance with this Article shall survive any expiration or termination of the Terms of Use.

15.8 Pluspoint undertakes to hold all of the Confidential information of the User in strict confidence during the term of this Terms of Use applies to the relationship of the parties, after you cease using the website or/ and Services and after this Terms of Use otherwise no longer applies.

16. TERM AND TERMINATION

16.1 The Agreement shall come into effect on the Effective Date and continue in effect until terminated or expired in accordance with Section.

16.2 You have the right to terminate the Agreement at any time by written notice to Pluspoint.

16.3 Pluspoint has the right to terminate the Agreement at any time by 30 days prior written notice to you.

16.4 Pluspoint may suspend the performance of the Services or terminate the Agreement immediately for any of the following reasons:

  • you have breached the Agreement and failed to cure that breach within 10 days after Pluspoint has so notified you in writing;
  • Pluspoint reasonably believes that you use the Services in violation of applicable laws or existing business practices, or you breach your warranties or representations under this Agreement upon 5-days written notice;
  • you fail to pay fees for 30 days past the due date.

16.5 Upon termination of this Agreement, all rights and licenses granted under this Agreement will terminate and you will not use the Services.

16.6 No termination will relieve you of the obligation to pay any fees accrued or payable to Pluspoint.

16.7 In case, Pluspoint has materially breached the Agreement and failed to cure that breach within 30 days after you have notified us in writing, you will receive a refund of sums already paid for Services, but not used.

16.8 If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

17. MODIFICATIONS AND INTERRUPTIONS

17.1 We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform.

17.2 We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

18. DISCLAIMER

18.1 THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

19. LIMITATIONS OF LIABILITY

19.1 IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, 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 LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $10,000.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

20. INDEMNIFICATION

20.1 You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Platform; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

21. GOVERNING LAW

These Terms shall be governed by and defined following the laws of the laws of England and Wales will be applied.

22. DISPUTE RESOLUTION

22.1 Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

22.2 Binding Arbitration. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, or invalidity hereof shall be referred to and finally resolved by arbitration in accordance with the Rules of the London Court of International Arbitration (which rules are deemed incorporated herein) before a single arbitrator appointed in accordance with such rules. The seat of arbitration shall be London, England and the language of the arbitration shall be English.

22.3 Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

22.4 Exceptions to Informal Negotiations and Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

23.1 Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing.

23.2 YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM.

23.3 You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

24. MISCELLANEOUS

24.1 These Terms of Use and any policies or operating rules posted by us on the Platform or in respect to the Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

24.2 Neither Party to this Agreement may assign or delegate any part of this Agreement without prior notice to and the express written consent of the other, however, Pluspoint shall have the right to assign any part of this Agreement to either of its affiliated companies without prior notice or consent of Customer.

24.3 We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Platform. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

24.4 If any one of the provisions of this Agreement were proven null and void in the eyes of a current rule of law or a legal decision that has become final, such stipulation shall be severed from this Agreement, without however leading to the nullity of the Agreement or altering the validity of its other provisions.

24.5 You authorize Pluspoint to mention you as a customer, to use its trade name, trademarks, service marks or images (graphic symbol/logo) and/or to publish customer feedback of its representatives on our products and services in our marketing, promotional or advertising materials and on our Platform.

25. CONTACT US

If you have any inquiries or complaints, you may contact us:

  • by email: privacy@pluspoint.io.
  • in writing:
    Pluspoint Inc.
    2810 North Church St, Suite # 66052
    Wilmington, Delaware 19802-4447 US