TELEPORTIVITY CUSTOMER TERMS OF SERVICE

Last Modified: September 27, 2022

  1. Customer Terms

    Welcome to the Teleportivity Customer Terms of Service. This is an agreement (“Agreement”) between Teleportivity, Inc. (“Teleportivity"), the owner and operator of the website https://www.teleportivity.com and the Teleportivity software, mobile applications, application, components, and any associated services offered (collectively the “Solution”) and you, the person or organization accessing the Services (“you”, “your”, or “Customer”).

    PLEASE BE AWARE THAT THERE ARE CLASS ACTION AND ARBITRATION PROVISIONS CONTAINED IN THIS AGREEMENT.

    In addition to this Agreement, any user of the Solution must agree to the Teleportivity Acceptable Use Policy. Where this Agreement and the Acceptable Use Policy directly conflict, this Agreement shall control. If you are being invited or added to the Solution under a Customer account, please see the User Notice for terms applicable to your use of the Solution. Throughout this Agreement, the words “Teleportivity,” “us,” “we,” and “our,” refer to our company, Teleportivity, as is appropriate in the context of the use of the words. By clicking “I agree”, subscribing to the Solution, or accessing or using the Solution you agree to be bound by this Agreement and the Privacy Policy. If you are agreeing to this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to these terms. We may amend our Customer Terms or the Privacy Policy and may notify you when we do so. If you do not agree to the Customer Terms, the Acceptable Use Policy, or the Privacy Policy please cease using our Solution immediately. System Requirements. Use of the Solution requires one or more compatible devices, Internet access (fees may apply) and certain software (fees may apply) and may require obtaining updates or upgrades from time to time. You are solely responsible for purchasing and maintaining any hardware, software, and internet connectivity required to use the Solution, including any required updates or modifications. Because use of the Solution involves hardware, software, and Internet access, your ability to access and use the Solution may be affected by the performance of these factors. High Speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.

  2. Solution

    The Solution is software that assists the facilitation of services between Customers and users. In making the Solution available, Teleportivity does not act as an agent of the Customer and does not guarantee any results from your use of the Solution. We do not verify any users of the Solution and we do not make any representations or warranties as to the quality of any users or guarantee any results from any services used on the Solution. You may use the Solution solely as permitted and provided for by Teleportivity and in compliance with all applicable laws. Use of the Solution is solely for your own internal commercial purposes and that of your Authorized Users (defined below). Please be aware that all portions of the Solution are offered on an “as is” basis and Teleportivity makes no representations or warranties regarding any portion of the Solution. Teleportivity reserves the right to modify, change, and/or discontinue any and all portions of the Solution at any time and may also remove or add features or functionality to any subscription levels at its sole discretion. Nothing in this Agreement obligates Teleportivity to make any previously available feature on the Solution available to Customer or offer any types of compatibility or versioning. If you breach this Agreement, your access to use our Solution may be terminated at our discretion. Additionally, we may revoke your access to our Solution if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct.

  3. Customer Accounts

    A Customer may need to create an account on behalf of Customer’s business or organization and to designate any end users that it has permitted to access the Solution (“Authorized Users”). Authorized Users may then need to register for an account and agree to the Terms of Use to access the Solution. All such designated users must be over the age of 18. Business. Customer may specify Authorized Users as administrators under its account who may be able to: (a) upload content on behalf of Customer; (b) add or remove Authorized Users; and (c) provision, monitor, restrict, or terminate access to the Solution by Authorized Users. All account information on Customer and its Authorized Users must be accurate, current and complete and Customer agrees to keep this information up-to-date. Provider agrees that it is solely responsible for all actions of any authorized user using the Solution and is responsible for ensuring that all authorized users agree to and comply with the User Terms. Customer shall indemnify Teleportivity for any damages arising from an authorized user’s use of the Solution.
  4. Exclusions from Use

    The Solution is not designed or licensed for use in hazardous environments requiring fail-safe, fault tolerant controls to maintain 100% security where it is reasonably foreseeable that failure or compromise of security system to the environment could lead to death, personal injury or catastrophic property damage. Such hazardous environments shall include without limitation critical infrastructure, nuclear facilities, industrial plants, direct life support devices, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Solution shall not be used for or in any HIGH RISK environment.

    In addition, the Solution is not designed for any of the following:

    • To enable emergency prevention and/or management;
    • To provide fail-proof security (including the prevention of unauthorized entry) to premises, contents
    • located on such premises and/or the occupants of such premises;
    • To completely eliminate the need for a human presence or human intervention.
  5. Access and License

    After properly registering for the Solution and being granted access (where required), we shall grant you a personal, non-transferable, non-assignable, limited, fully revocable right to access the Solution as permitted by us and in accordance with this Agreement. Where you download any mobile application or software to access the Solution, we grant you a personal, non-transferable, non-assignable, limited, fully revocable license to download and access one copy of the Solution on your applicable computer or mobile device. All rights not explicitly granted are reserved for Teleportivity. If you breach this Agreement, your access or license to use our Solution may be terminated at our discretion. Additionally, we may revoke your access or license to our Solution if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct.

  6. Platform Availability

    Although we strive to make the Platform generally available, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform may not always be either 100% reliable or available. To the extent that the Platform is disrupted or limited, we will use reasonable commercial efforts to restore access to the Platform as soon as possible. From time-to-time, Teleportivity will conduct preventative and remedial maintenance on the Platform. Where practicable, any scheduled maintenance will be carried out outside usual business hours, and Teleportivity will provide reasonable notice of any planned downtime. In the event of an emergency, maintenance will be carried out during usual business hours and without prior notice. For example, if We reasonably determine that the security of the Platform or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend the Platform and we will take action to promptly resolve any security issues. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ENSURING THAT APPROPRIATE FAIL SAFE AND EMERGENCY MANAGEMENT PROCEDURES APPLICABLE TO THEIR USE OF THE SOLUTION ARE IMPLEMENTED TO ADDRESS ANY DISRUPTION TO THE AVAILABILITY OF THE SOLUTION, INCLUDING WITHOUT LIMITATION, MANUAL OVERRIDE OF THE SOLUTION FOR ACCESS CONTROL PURPOSES.

  7. Customer Responsibilities

    Customer represents and warrants that: (1) Customer shall use the Solution solely for Customer’s internal commercial purposes in accordance with this Agreement and the User Terms and is duly licensed where required; (2) any Customer User Content posted shall be professional, lawful, accurate, and up-to-date; (3) any Customer User Content posted on the Solution by Customer does not violate any third party agreements; (4) Customer shall use the Solution only for legal and lawful purposes and agrees to abide by all laws of its local jurisdiction when using the Solution including but not limited to laws relating to housing laws, credit reports and background checks, spam, marketing, and email; and (5) Customer will prevent unauthorized use of the Solution by its authorized users and terminate any unauthorized use or access to the Solution. Customer shall indemnify and hold Teleportivity, along with any of its agents, suppliers or Channel Partners, harmless for a breach of any provisions of this section. Where you have violated this Agreement or the User Terms we reserve the right to release your information to law enforcement in order to assist with any investigation at our discretion. Where required, Customer shall clearly post a Privacy Policy (in compliance with the laws of Customer’s local jurisdiction) prior to collecting any information and shall disclose to its authorized users how such personal information may be shared with third parties.

  8. Compliance With Laws

    Customer must comply and is responsible for ensuring that all Authorized Users comply with all relevant United States’ federal, state, and local laws while using the Solution including but not limited to export, privacy, and data protection laws and regulations, along with the Fair Housing Act of 1968 and all other applicable laws related to property management or any services offered via the Solution by Customer to its Authorized Users. You represents that you are not named on any U.S. government denied-party list. Further, you shall not access or use, nor permit any authorized user to access or use, the Solution in a U.S. embargoed country or in violation of any U.S. export law or regulation. If necessary and in accordance with applicable law, we will cooperate with local, state, federal and international government authorities with respect to the Solution. Notwithstanding any other provision in these Terms, we may immediately terminate the Agreement for noncompliance with applicable laws.

  9. Responsibility for Authorized Users

    Please be aware that Customer is solely responsible for any interactions with any users that it has authorized or interacts with through the Solution (“Authorized Users”) through the Solution. Customer shall require each Authorized User under Customer’s account to agree to the User Terms at the time of registering for the Solution and shall ensure each Authorized Users ongoing compliance with this Agreement and the User Terms. THE CUSTOMER AGREES TO HOLD TELEPORTIVITY, ALONG WITH ITS AGENTS, SUPPLIERS, AND CHANNEL PARTNERS, FREE FROM RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF CUSTOMER’S ACCESS TO OR INTERACTIONS WITH ANY OF ITS AUTHORIZED USERS. TELEPORTIVITY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY AUTHORIZED USER, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY OTHER PARTY ENCOUNTERED ON THE SOLUTION INCLUDING ANY AUTHORIZED USER. Customer is solely responsible to any Authorized User for any opinions, advice, or information communicated through the Solution. Any agreements entered into between Customer and any party (including any Authorized User) are solely between the parties and Teleportivity is not a party to such agreements. Customer shall indemnify and hold harmless Teleportivity from any claims related to any Authorized Users in accordance with this Agreement. Please be aware that any agreements entered into between an Authorized User and any Customer may not abridge any contractual rights of Teleportivity as set forth within this Agreement. Customer is solely responsible for resolving any issues with any Authorized Users.

  10. Customer User Content

    Any User Content submitted by a Customer, shall be defined as “Customer User Content” and shall be subject to all User Content licenses and obligations set forth within this Agreement. Customer is solely responsible for any Customer User Content submitted to the Solution. Customer represents and warrants the following: (1) Customer owns or has properly licensed all Customer User Content provided; (2) the Customer User Content does not and will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; (3) the Customer User Content offered does not violate any US state or federal laws or any third party agreements; and (4) Customer has the absolute right to grant to Teleportivity, all rights, licenses and privileges granted to or vested in Teleportivity under this Agreement.

  11. Customer Data Use

    To provider the Solution, Teleportivity may need to collect, access, store, transmit, disclose, or otherwise process data on Customer and its Authorized Users, including account credentials, documents, images and other User Data (“Customer Data”). Such Customer Data may include information that identifies (whether directly or indirectly) or relates to an identifiable individual (“personal data”). This Agreement constitutes Customer’s instructions to Teleportivity to process Customer Data for the purposes of providing the Solution or as otherwise necessary to fulfill the terms of the Agreement. In the event Teleportivity is prohibited from complying with any Customer instruction due to any legal requirement, Teleportivity will inform Customer unless prohibited by law or due to important public interest. Any Teleportivity personnel who have access to Customer Data will be bound by appropriate confidentiality obligations.

  12. Monitoring Customer User Content

    Teleportivity shall have the right, but not the obligation, to monitor all Customer User Content on the Solution at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Teleportivity shall have the right, but not the obligation, to remove or disable access to any Customer User Content at its sole discretion.

  13. Customer User Content Storage

    Teleportivity at its discretion may offer reasonable amounts of storage for any User Content submitted by Customer. Where any Customer exceeds our storage capacity limits, we reserve the right to charge Customer for such excess storage or terminate this Agreement at our discretion. Please be aware that we have no obligation to offer any storage of any Customer User Content and may change our policies related to Customer User Content storage limits at our discretion. We reserve the right to discontinue storage or modify any pricing, services, policies, or terms related to Customer User Content storage on our Solution (at any time). Please be aware that we make no guarantees about any Customer User Content stored on the Solution and Customer releases us from all liability related to any Customer User Content stored on the Solution. Specifically, we do not guarantee that Customer’s User Content will remain available, secure, accessible, or complete and some or all of Customer’s User Content may be deleted. Customer is responsible for ensuring that backups are conducted in a manner and frequency which takes the value and relevance of the Customer User Content for Customer’s business into account. It is recommended to perform a full backup weekly and to save and protect such backups, until the next backups are safely generated. It is also advisable to generate incremental daily backups. Teleportivity shall have no obligation to keep or make available any Customer User Content after a termination of Customer’s subscription to the Solution and shall have no obligation to assist in migrating such Customer User Content.

  14. Customer Account Holds

    From time to time, Teleportivity may place a hold (“Hold”) on a Customer’s account. Some of the reasons that we may place a Hold on Customer’s account include but are not limited to the following: (1) if we have reason that Customer’s actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) at the request of our Channel Partners due to delayed payment; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If Customer has questions about a Hold we may have placed on Customer’s account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend Customer’s access to the Solution while such Hold is in place.

  15. Customer Support

    Teleportivity may offer Customers standard support, in accordance with Teleportivity’s internal policies, when accessing, troubleshooting, or using the Solution. Support for the Solution is offered on an as available basis and where a Customer requires any support, Customer should contact Teleportivity at support@teleportivity.com Please be aware that Teleportivity reserves the right to charge for any excess support required by Customer that is in excess of the standard support offered by Teleportivity. Customer or Channel Partner shall be solely responsible for providing support and resolving any issues with its Authorized Users.

  16. Third Party Software or Integrations and App Store

    Teleportivity may offer third party integrations or software (“Third Party Software”) at its discretion. Where a Third Party Software is made available through the Solution, Teleportivity does not warrant or endorse any such Third Party Software. Customer uses any Third Party Software solely at their own risk. All such Third Party Software are controlled by third parties and such third parties are solely responsible for any claims or offerings made available through such Third Party Software. Customer may be required to purchase an additional subscription or otherwise pay for access to any Third Party Software from the entity that makes such Third Party Software available. Any issues with the transmission, processing, or storage of any Customer User Content by any Third Party Software is solely to be resolved by and between you and any entity owning such Third Party Software. Teleportivity will not be responsible for any connectivity issues related to any Third Party Software and the Solution. Any Third Party Software is subject to the terms and conditions of the owner of such Third Party Software.

    The Solution may be accessed or downloaded via a third party app store such as the iTunes or Google Play store. Where you download or access the Solution through a third party app store you agree to abide by all policies of such third party app store. You agree that your use of the Solution shall not violate any third party app store rules or policies.

  17. Disclaimer

    THE SOLUTION IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER TELEPORTIVITY, NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE SOLUTION OR ANY ASSOCIATED SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE SOLUTION; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM THE SOLUTION. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. TELEPORTIVITY DOES NOT REPRESENT OR WARRANT THAT THE SOLUTION WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SOLUTION OR THE SERVER THAT MAKES THE SOLUTION AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. TELEPORTIVITY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SOLUTION IS ACCURATE, COMPLETE, OR USEFUL. TELEPORTIVITY DOES NOT WARRANT THAT YOUR USE OF THE SOLUTION IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND TELEPORTIVITY SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

  18. Limitation of Liability

    IN NO EVENT SHALL TELEPORTIVITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, SUPPLIERS, REPRESENTATIVES, DISTRIBUTORS, OR CHANNEL PARTNERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT TELEPORTIVITY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY TELEPORTIVITY’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR SOLUTION OR ONE HUNDRED UNITED STATES DOLLARS, WHICHEVER IS GREATER.

  19. No Liability for Negligence or Fault of Channel Partner

    Teleportivity shall not be liable to Customer or any Authorized User for any damages or losses due to the fault or negligence of any Authorized Channel Partner or Channel Partner provided equipment of the Teleportivity Solution.

  20. Indemnity

    You agree to defend, indemnify and hold harmless Teleportivity, its officers, directors, employees, affiliates, agents, suppliers and Channel Partners from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

    • your use of and access to the Teleportivity Solution;
    • the actions of any Authorized Users;
    • your violation of any term of this Agreement; or
    • your violation of any third party right, including without limitation any copyright, property, or contractual right.

    This defense and indemnification obligation will survive this Agreement and your use of the Teleportivity Solution. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

  21. Insurance

    Customer will maintain in force throughout its use of the Solution, adequate insurance coverage (provided by an “A” -rated insurer or better) to cover the risk associated with the performance of its obligations under these terms and conditions. This insurance shall include, without limitation, workers compensation insurance, general (public) liability insurance and professional indemnity insurance. In addition, Customer must:

    • Pay any excess/deductible under the insurance and must not do or allow anything which would prejudice the insurance, or cause it to be terminated; and
    • Provider evidence of the existence and currency of the insurance whenever required by Supplier,

  22. Copyrights

    Takedown Notice

    We take copyright infringement very seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using our Platform, please send us a message which contains:

    • Your name.
    • The name of the party whose copyright has been infringed, if different from your name.
    • The name and description of the work that is being infringed.
    • The location on our Platform of the infringing copy.
    • A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
    • A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

    You must sign this notification and send it to our Copyright Agent: Copyright Agent of Teleportivity, contactus@teleportivity.com or Teleportivity C/- S200, 1390 Market St, San Francisco CA 94102

    Counter Notice

    In the event that you receive a notification from Teleportivity stating content posted by you has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

    • Your name, address, email and physical or electronic signature.
    • The notification reference number (if applicable).
    • Identification of the material and its location before it was removed.
    • A statement under penalty of perjury that the material was removed by mistake or misidentification.
    • Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your service provider is located (if you are not in the US).
    • Your consent to accept service of process from the party who submitted the takedown notice.

    Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice to: Teleportivity, contactus@teleportivity.com or Teleportivity, S200, 1390 Market St, San Francisco CA 94102

    Choice of Law

    This Agreement shall be governed by the laws in force in the state of California. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

  23. Disputes

    This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) shall be subject to arbitration as set forth.

    Binding Arbitration

    You agree that any dispute relating in any way to your use of the Solution shall be submitted to confidential binding arbitration. If there is a dispute about whether this arbitration provision can be enforced or applies to the Dispute, you and Teleportivity agree that the arbitrator will decide that issue. However, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. Arbitration under this Agreement is under the Federal Arbitration Act which governs the interpretation and enforcement of this provision. The arbitration will be administered by JAMS Arbitration in accordance with their arbitration rules (the “Rules”) then in effect, found at https://www.jamsadr.com/. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The location of the arbitration shall be Los Angeles, CA. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Solution or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration, you agree that any actions shall be brought solely in a court of competent jurisdiction located within Los Angeles, CA. You have the right to opt out of binding arbitration within thirty (30) days of the date You first accepted this Agreement by notifying us via mail at Teleportivity, Inc., S200, 1390 Market St, San Francisco, CA 94012. In order to be effective, the opt out notice must include your full name, any account information, and must clearly indicate Your intent to opt out of binding arbitration. If you have decided to opt-out of Binding Arbitration, all Disputes shall be heard in a court of competent jurisdiction located within Los Angeles County, CA.

  24. Class Action Waiver

    You and Teleportivity agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.

  25. Severability

    In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement or any other agreement you may have with Teleportivity are deemed to conflict with each other’s operation, Teleportivity shall have the sole right to elect which provision remains in force.

  26. Non-Waiver

    We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

  27. Assignment and Survival

    You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Disclaimer, User Content, Access, Payment, Indemnification, Class Action, and Arbitration sections.

  28. Entire Agreement and Notices

    This Agreement, the User Terms along with the Privacy Policy constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Where this Agreement expressly and directly conflicts with the Privacy Policy, this Agreement shall control. Where this Agreement conflicts with the User Terms, this Agreement shall control. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Any notices required under this Agreement shall be delivered to Teleportivity, Inc. 7152 Eldorado Pt., West Des Moines, IA 50267, delivery confirmation required. Any notices to Customer shall be delivered either electronically via email to Customer’s account or to the address listed within Customer’s account.

  29. Amendments

    We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified and we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Solution. Your continued use of the Solution after notice of any amendment will constitute Your acceptance of the amendment.

  30. Electronic Communications

    The communications between you and Teleportivity use electronic means, whether you visit the Solution or send Teleportivity e-mails, or whether Teleportivity posts notices on the Solution or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Teleportivity in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Teleportivity provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

  31. Solution Issues

    If you have any questions, issues, or have trouble accessing or using the Solution, please contact us through the Solution or by email at support@teleportivity.com

  32. Subscription Rights

    Regardless of any Agreement Customer has with any distributor or Channel Partner, Customer solely owns the right and license to use the Solution. Customer may elect to change a Channel Partner in their discretion without disruption to their subscription. Customer may also elect to change certain commercial option or features of their subscription by contacting Teleportivity directly at support@teleportivity.com. In the event that any Channel Partner elects to discontinue servicing Customer’s account, Teleportivity may migrate Customer to a new Channel Partner to continue servicing any active subscription, absent written notice to the contrary from Customer.

  33. Termination

    We may terminate this Agreement, if: (1) you have violated any applicable laws while using our Solution; (2) if you have violated any portion of this Agreement or any of our Solution policies; or (3) if we believe that any of your current or future actions may legally harm Teleportivity, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so. Please be aware that upon termination of your account, access to all or portions of our Solution may be become immediately disabled and any Customer User Content stored on the Solution may become inaccessible or deleted and we shall have no liability to you in regards to any retention of your Customer User Content.

  34. Termination of Subscription

    Customer may terminate a portion or cancel its entire subscription at any time via Customer’s Teleportivity dashboard or contacting us at accounts@teleportivity.com. Please be aware that upon termination of Customer’s account, access to all or portions of our Solution may be immediately disabled to Customer and its Authorized Users, and any Customer User Content stored may not be retained. We may terminate Customer’s subscription if we determine that: (1) Customer has violated any applicable laws while using our Solution; (2) if Customer has violated any portion of this Agreement or any of our Solution policies; or (3) if we believe that any of Customer’s past, current, or future actions may legally harm Teleportivity, our business interests or a third party, at our discretion. For the avoidance of doubt,

TELEPORTIVITY AUTHORIZED USER NOTICE

You have been invited to register for an account with Teleportivity. By registering an account and using the Teleportivity Solution (including any websites, mobile applications, and software) you acknowledge and consent to the Teleportivity Privacy Policy, any applicable portions of the and the Teleportivity Customer Terms of Service, including, without limitation, the limitations on use of the platform, and the Teleportivity Acceptable Use Policy. You acknowledge that you are legally eligible to be bound by all applicable terms and policies. You are responsible for all actions that are performed on or through your Teleportivity account, including downloading or using third-party products or services to be used in connection with the Solution (please note that you must separately agree to the Privacy Policy and Terms of any third party product or service). The organization or entity that invited you to register for the Solution controls your use of the Solution, including but not limited to adding or removing your account from the Solution, enabling or disabling any third-party applications or integrations, uploading any content, and managing permissions. If you submit any content to the Solution that content may be retained, accessed, used, modified, shared, or removed by the organization or entity that administers your account.

TELEPORTIVITY ACCEPTABLE USE POLICY

Teleportivity creates connection solutions for the modern age of communication, blending the efficiency and scale of digital with the power of the personal touch. To achieve our goals and keep the Solution running smoothly, We require our all users of the Solution to refrain from misusing the Solution. This Acceptable Use Policy sets baseline guidance for what constitutes misuse of the Solution. In accordance with this Policy, we reserve the right to remove content or take action for any use of the Solution that is inconsistent with these standards even if not expressly prohibited here. Throughout this Acceptable Use Policy, The Solution refers to any websites (https://teleportivity.com/), mobile applications (Teleportivity Live! And Teleportivity Me!), software, and any associated services. When using the Teleportivity Solution, you are not permitted to engage in any of the following activities:
  • Attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;
  • Using automated bots or other software to send more messages through our Platform than humanly possible;
  • Decompiling, reverse engineering, disassembling, modifying, renting, selling, leasing, loaning, distributing, or creating derivative works or improvements to the Solution or any portion of it;
  • Accessing our Platform in an attempt to build a similar or other competitive product;
  • Using the Platform in an unlawful manner or in contravention of any law or regulation;
  • Take any action that imposes, or may impose at Our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
  • Violating or infringing other people's intellectual property, privacy, or other contractual rights while using our Platform;
  • Interfering with or disrupting the Solution;
  • Using the Solution in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing;
  • Accessing or searching any part of the Solution by any means other than out publicly supported interfaces (for example, engaging in “scraping”);
  • Using the Solution for the purpose of proving alerts on disaster scenarios or any other situations directly related to health or safety, including but not limited to acts of terrorism, natural disasters, or emergency response;
  • Using the Solution to send any unsolicited communications;
  • Soliciting other users of the Solution for commercial purposes;
  • Disparaging Teleportivity or our partners, suppliers, affiliates, or Channel Partners;
  • Promoting or advertising products or services other than your own without appropriate authorization;
  • Uploading, sharing submitting or otherwise providing content that: (a) infringes Teleportivity or a third party’s intellectual property or other rights, (b) You lack the right to submit, (c) is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, or (d) could otherwise cause damage to Teleportivity or any third party.
If you are discovered to violated this Acceptable Use Policy your privileges to use our Solution may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm Us or any third party We may suspend or terminate your use of the Solution and we may pursue any legal remedy available to us under applicable law. Teleportivity reserves the right to suspend or terminate any account at any time at our discretion. You agree to defend, indemnify and hold harmless Teleportivity, its officers, directors, employees, affiliates, agents, suppliers and Channel Partners from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from any violation of this Agreement.