Terms & Conditions | Business.Sidechick

TERMS & CONDITIONS

(User/Client Agreement)

Effective as of June 19, 2020

THESE TERMS & CONDITIONS, TOGETHER, FORM A LEGAL AGREEMENT BETWEEN YOU (“User/Client,” “You” and “your”) AND SAGACITY SERVICES LLC (“SAGACITY,” “We,” “our,” or “us”).

BEFORE ACCESSING OR USING ANY PART OF https://www. business-sidechick.com/ OR ANY MOBILE APPLICATION OWNED BY SAGACITY (collectively the “Website”) AND/OR PROGRAMS, SERVICES, TOOLS, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE WEBSITE, YOU SHOULD READ CAREFULLY THESE TERMS AND CONDITIONS (“T&Cs”).

These T&Cs GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE AND ANY PROGRAMS, SERVICES, TOOLS, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE WEBSITE OR USED IN CONNECTION THEREWITH (collectively, the “Services”).

SAGACITY IS WILLING TO LICENSE AND ALLOW THE USE OF WEBSITE AND THE SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE T&Cs.

IF YOU DO NOT AGREE WITH THESE T&Cs, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SERVICES AND ARE INSTRUCTED TO EXIT THE WEBSITE IMMEDIATELY.

YOUR USE OF THE WEBSITE AND THE SERVICES

As long as you continue comply with these T&Cs, SAGACITY will provide to you a revocable, limited, non-exclusive, royalty-free, non-transferable license to use and access the Website and the Services for commercial use.

YOUR OBLIGATIONS

By downloading, accessing, or using the Website or the Services, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Website, including, without limitation, when you provide information via a registration or submission form.

You acknowledge and agree that the use of the Internet and access to or transmissions or communications with or from the Services or Website is solely at your own risk.

You acknowledge that the Website and the Services are for solely for use by companies/individuals located in the United States and SAGACITY expressly disclaims all claims or warranties, explicit or implied, of the fitness of Website or the Services for use by persons located outside of the United States.

You agree that you will not use the Website in a manner that could damage, disparage, or otherwise negatively impact SAGACITY.

You agree to notify SAGACITY of any changes to your address and phone number and to regularly check your text and email messages for communications related to the Services.

While SAGACITY endeavors to create a secure and reliable Website and Services, you agree that the confidentiality of any communication or material transmitted cannot be guaranteed, and SAGACITY is not responsible for the security of any information transmitted to or from the Website or through the Services.

CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS

You acknowledge and agree that if you register with the Website with your email address and/or your telephone number, you consent to be contacted and to receive communications regarding the Services via (i) email, (ii) SMS, MMS, or text message (“Text Messages”) on your enabled wireless device, or (iii) through social media platforms.

You acknowledge and agree that you will be solely responsible for any message charges, data rates, and other fees applied and charged by your wireless carrier for these Service-related Text Messages.

CONFIDENTIALITY

SAGACITY will maintain all User/Client Confidential Information in strict confidence, except that SAGACITY may disclose or permit the disclosure of any User/Client Confidential Information to its subcontractors, agents, advisors, directors, officers and employees who are obligated to maintain the confidential nature of such Confidential Information and who need to know such Confidential Information for the purposes set forth in these T&Cs and for the performance of the Services.

OWNERSHIP BY SAGACITY

You acknowledge and agree that SAGACITY transfers no ownership or intellectual property interest or title to the Website or the Services to you or anyone else, except as expressly provided in these T&Cs.

SAGACITY owns copyrights in the contents of the Website as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Website. Any downloadable or printable programs, directories, databases, information, or materials available through the Website and/or the Services and all copyrights, trade secrets, and related know-how, unless otherwise indicated, are owned by SAGACITY.

The Website and the Services are protected by United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Your unauthorized use of the Website and/or the Services may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.

SAGACITY, the Business Sidechick logo, and all other names, logos, and icons identifying SAGACITY and its programs, products, and services are proprietary trademarks of or have been licensed to SAGACITY, and any use of such marks, including, without limitation, as domain names, without the express written permission of SAGACITY is strictly prohibited. Other service and entity names mentioned on the Website may be the trademarks and/or service marks of their respective owners.

SAGACITY PRIVACY POLICY

You understand, acknowledge, and agree that the operation of certain programs, services, tools, materials, or information of the Website requires the submission, use, and dissemination of various personal identifying information. Accordingly, if you wish to access and use those programs, services, tools, materials, or information on the Website, you acknowledge and agree that your use of the Website constitutes acceptance of SAGACITY’s personal identifying information collection and use practices listed below:

SAGACITY will not use, retain, disclose, or sell the personal information of any SAGACITY User/Client collected by it, except as necessary to perform the Services, unless SAGACITY has received permission from the applicable User/Client to use, retain, disclose or sell such personal information for other purposes.

THIRD-PARTY LINKS & APPLICATIONS

SAGACITY, in its sole discretion, may provide links to other third-party websites, applications or advertisements or feature materials, programs, products, and services provided by third parties on the Website. These are maintained by third parties over which SAGACITY exercises no control.

Your correspondence or any other dealings with third parties found on the Website are solely between you and such third party.

SAGACITY makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access.

SAGACITY expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the Website, and you agree that SAGACITY is not responsible for any loss or damage of any sort incurred as a result of any such dealings or the presence of such third parties on the Website.

DISCLAIMERS – NO WARRANTIES/NO GUARANTEES

WHILE SAGACITY ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE WEBSITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES.

SAGACITY MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

SAGACITY MAY MAKE MODIFICATIONS AND/OR CHANGES TO THE WEBSITE OR TO THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE WEBSITE AT ANY TIME AND FOR ANY REASON.

YOU ASSUME THE SOLE RISK OF MAKING USE OF AND RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE WEBSITE. SAGACITY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE WEBSITE AND/OR PROVIDED BY A SAGACITY STAFF MEMBER OR SUBCONTRACTOR FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY ENACTED BY ANY STATE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SAGACITY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE, FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE WEBSITE AND/OR PROVIDED BY A SAGACITY STAFF MEMBER OR SUBCONTRACTOR, OR FROM ANY OTHER RIGHT OR OBLIGATION CONTAINED IN THESE T&Cs, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY IN CERTAIN JURISDICTIONS.

NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF SAGACITY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE OR PROVISION OF THE SERVICES BY SAGACITY STAFF MEMBERS OR SUBCONTRACTORS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SAGACITY.

GOVERNING LAW

These T&Cs have been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the Commonwealth of Kentucky.

RESOLUTION OF DISPUTES

It is the intention of the parties to bring all disputes between or among any of them to an early, efficient and final resolution through dispute resolution and arbitration.

All disputes, claims, or otherwise, including without limitation management, contract, quasi contract, equitable claims, tort claims, statutory claims or any other kind of controversy, claim or dispute shall be resolved by arbitration as provided herein. Nothing shall preclude any party from applying to a court of competent jurisdiction for preliminary injunctive relief or a temporary restraining order or other preliminary relief as may be required.

The arbitration shall be held in Louisville, Kentucky, in-person and by other virtual or telephonic means and shall follow rules substantially similar to the rules of the American Arbitration Association then in effect. The arbitration panel shall consist of one (1) individual mutually agreed to or selected by the parties. The determination by the arbitrator shall be binding upon all parties. The prevailing party shall be entitled to attorney’s fees and costs including the expense of arbitration.

TERM AND TERMINATION

These T&Cs and your right to use the Website will take effect at the moment you access, or use the Website and/or the Services and is effective until terminated as set forth below:

· These T&Cs will terminate automatically if you fail to accept these T&Cs.

· SAGACITY reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of these T&Cs, to deny your access to the Website or to any portion thereof in order to protect its name and goodwill, its business, or its users.

· These T&Cs will also terminate automatically if you fail to comply with these T&Cs,
subject to the survival rights of certain provisions identified below. Termination will be effective without notice.

· You may terminate these T&Cs at any time by ceasing to use the Website and cancelling the Services; however, the provisions of these T&Cs will survive termination, as identified below.

· The TOU provisions concerning SAGACITY’s ownership rights, confidentiality, disclaimers, limitation of liability, governing law and resolution of disputes will survive the termination of these T&Cs.

MISCELLANEOUS

ENTIRE AGREEMENT. These T&Cs, along with SAGACITY’s Privacy Policy and any additional terms and conditions provided during your registration for any Session or Class, represent the entire agreement between you and SAGACITY with respect to use of the Website and the Services and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and SAGACITY.

SEVERABILITY. If any provision (or part thereof) contained in these T&Cs are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.

RELATIONSHIP. No joint venture, partnership, employment, or agency relationship exists between you and SAGACITY because of these T&Cs, the purchasing of the Services and/or your utilization of the Website. You agree and acknowledge that the relationship between you and SAGACITY is an independent contractor relationship.

HEADINGS. Headings herein are for convenience only and shall not be used to interpret these T&Cs.

NO ASSIGNMENT BY YOU. These T&Cs and your SAGACITY account are personal to you, and you may not assign your rights or obligations to any other person or entity without SAGACITY’s prior written consent.

NO WAIVER. Failure by SAGACITY to insist on strict performance of any of the terms and conditions of these T&Cs will not operate as a waiver by SAGACITY of that or any subsequent default or failure of performance.