TERMS OF SERVICE
Last updated: March 21, 2023
IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.
These Terms of Service (“Terms”) govern access to and use by any individual or entity creating or using an account (“Customer”) for the Services (as defined below) offered by, as applicable, Patri Inc. or a Patri Inc. Affiliate (together, “Patri,” “we or us”). Customers may be referred to collectively in these Terms as “you” and “your” as applicable. The “Parties” refer to Patri and Customer and “Party” refers to each of Patri and Customer.
We may revise these Terms or any additional terms and conditions that are relevant to the Services from time to time. We will post the revised terms on our website with a “last updated” date. IF YOU CONTINUE TO USE THE SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
YOU REPRESENT AND WARRANT TO PATRI THAT YOU HAVE THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING TERMS. IF YOU ARE USING THE SERVICE ON BEHALF OF ANOTHER INDIVIDUAL OR ENTITY, YOU HEREBY REPRESENT AND WARRANT TO PATRI THAT YOU HAVE THE AUTHORITY TO BIND SUCH INDIVIDUAL OR ENTITY TO THESE TERMS.
These Terms are entered into the earlier of (the “Effective Date”): (a) the date you first use any part of the Services; and (b) the date you agree to be bound by this Terms.
As used in this Terms, the following capitalized words have the meaning set out below:
1.1. “Affiliate” means, with respect to a Party, any corporation or other legal entity, which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
1.2. “Customer Data” means all information that is (i) collected through Customer’s implementation and use of the Services and/or (ii) provided by Customer and its Permitted Users.
1.3. “Debrief Services” means Patri’s services that analyze Customer RFx and other opportunities as further defined here.
1.4. “Deliverables” means all documents, work product and other materials prepared for and delivered to Customer as part of the Debrief Services and other professional services.
1.5. “Intellectual Property Rights” means, but is not limited to, rights in and to patents, patent disclosures, patent applications (including utility models, continuations, continuations-in-part, divisions, re-issues, re-examined patents and patent applications, and extensions thereof), patentable inventions, rights in design, copyrights (including any such rights in typographical arrangements, websites or software), whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, trademarks, trading, business or domain names and e-mail addresses, mask-works, trade secrets, rights in inventions, know-how, moral rights, and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character that subsist now or in the future in any part of the world, whether arising by operation of law, contract, license or otherwise.
1.6. “Permitted User” means an employee, consultant, advisor or other individual who Customer authorizes to access and use the Services.
1.7. “Personal Data” means all data provided by Customer to Patri in connection with Patri’s performance of the Services that constitutes “personal data,” “personal information,” “personally identifiable information,” and similar terms, and such terms shall have the same meaning as defined by applicable data privacy laws.
1.8. “Patri Solution” means Patri’s proprietary SaaS opportunity intelligence solutions known as RFx Score, RevFit AI, and ICP Engine API.
1.9. “Renewal Term” has the meaning given such term in Section 8.1 hereof.
1.10. “Services” means the Patri Solution and the Debrief Services and any other services Patri provides Customer.
1.11. “Subscription” means the access to the Patri Solution acquired by Customer upon account creation.
1.12. “Subscription Term” means the initial term identified in an Order Form when Customer orders the Services, and all Renewal Terms thereof, during which period Customer and its Authorized Users are permitted to use the Patri Solution.
2. Patri Solution
2.1. License to the Patri Solution. Subject to Customer’s and its Permitted Users’ compliance with these Terms, Patri grants to Customer and to its Permitted Users (up to the number of such Permitted Users as set forth in an Order Form), a non-exclusive, non-transferable, and limited license to use the Patri Solution during the Subscription Term solely for its internal business purposes. Customer’s use of the Patri Solution is also subject to any limitations described in these Terms, and in any of the documentation accompanying the Patri Solution.
2.2. Restrictions on Use. Customer acknowledges and agrees that it is responsible for all use by Permitted Users of the Patri Solution. Customer will ensure that all use by Permitted Users of the Patri Solution is in compliance with these Terms and any guidelines and policies published by Patri and made available to Customer from time to time. Without limiting the generality of any of the foregoing, except as explicitly permitted in these Terms, Customer will not itself, and will not permit others to: (a) copy the Patri Solution; (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Patri Solution or otherwise discern the source code of the Patri Solution; (c) adapt, modify, translate, or create derivative works of the Patri Solution; (d) probe, test, circumvent, disable, or otherwise interfere with features related to security or authentication measures; (e) use any robot, spider, search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation thereof (e.g., “scraping”); (f) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Patri Solution or any of Customer’s rights therein; (g) use the Patri Solution to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (h) attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g., using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); (i) interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Patri Solution, or other activity that interferes with or creates an undue burden on the Patri Solution; (j) use the Patri Solution to conduct any unlawful or fraudulent activities, send unsolicited communications or spam, publish or link to malicious content designed to disrupt another individual’s browser or computer; or (k) use the Patri Solution in any way not specifically permitted under these Terms.
2.3. Suspension of Access; Scheduled Downtime; Modifications. Patri may from time to time and in its discretion, (i) without limiting any of its other rights or remedies at law or in equity under these Terms, suspend Customer’s access to or use of the Patri Solution or any component thereof: (a) for scheduled maintenance; (b) due to a Force Majeure event, (c) if Customer or any Permitted User violates any provision of these Terms, including, for greater certainty, any of the restrictions set out in Section 2.2 above; (d) to address any security concerns; or (e) if required to do so by a governmental or regulatory authority or as a result of a change in applicable law; and (ii) modify or delete features and functions of the Patri Solution, and may substitute old features or functions with new features and functions, as may be necessary to meet applicable laws or industry-standard requirements or demands or requirements of third party service providers, or otherwise in its discretion.
3. Debrief Services. If Customer orders the Debrief Services, Patri will use commercially reasonable efforts to provide the Deliverables to Customer as further set forth in the Order Form. In connection therewith, Customer shall cooperate with Patri in the performance of the Debrief Services and in the development of Deliverables, including by providing access to Customer’s personnel, systems, equipment, information, or as reasonably requested by Patri. If Customer has not provided such assistance, including but not limited to providing all necessary cooperation or information to Patri, or Patri otherwise denied or delayed access or information by Customer, then Patri will be excused, without liability, from completing the Debrief Services until such time, if any, as Customer has provided the necessary assistance. Such failure to perform the Debrief Services resulting from Customer’s failures will not relieve Customer from its payment obligations to Patri.
4. Ownership and Licenses.
4.1. Ownership of the Patri Solution. As between you and Patri, the Patri Solution and all Intellectual Property Rights therein or relating thereto are and shall remain the exclusive property of Patri. Nothing in these Terms shall be interpreted to provide you with any rights in the foregoing, except the limited right to use the Services subject to these Terms.
4.2. Customer Data. Customer retains all ownership rights, including ownership of all Intellectual Property Rights in and to the Customer Data. Customer grants to Patri a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, collect, use, process, store, disclose, and transmit Customer Data to: (i) provide the Services; (ii) improve and enhance the Services and its other offerings; and (iii) produce data, information, machine learning models, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data“). Customer Data shall not include Aggregated Data and Patri may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. Customer Confidential Information includes Customer Data.
4.3. Patri Metadata. Patri or its licensors retain all rights, title and interest including all Intellectual Property Rights in and to the metadata that is generated by the Services resulting from Customer’s use of the Patri Solution (“Patri Metadata“).
4.4. Debrief Services. Except as set forth in this paragraph, all Intellectual Property Rights in and to the Deliverables shall be owned exclusively by Patri. Provided that Customer has paid Patri all Fees (as defined below) for the Debrief Services, Patri hereby grants Customer a non-exclusive, worldwide, non-transferable, non-sublicensable license in the Deliverables to use solely for its internal business purposes. Notwithstanding the foregoing, Customer shall retain ownership, including all Intellectual Property Rights therein, of all its Confidential Information that is included in the Deliverables. Customer hereby grants Patri a non-exclusive, worldwide, perpetual basis to use the Confidential Information solely to the extent necessary to provide the Services, including the Deliverables.
4.5. Feedback. You hereby assign to Patri all right, title and interest in and to all feedback, suggestions, ideas, improvements and other comments provided by you to Patri relating to the Services (collectively, “Feedback“), and Patri will have the unrestricted right to use and disclose Feedback, without duty or obligation to you, and you acknowledge that any improvements, modifications and changes arising from or in connection with your contribution to the Services are the exclusive property of Patri’s.
4.6. Retention of Rights. Except for the limited rights or licenses that Patri grants to you hereunder, Patri or its licensors retain all rights, title and interest including all Intellectual Property Rights in and to: (i) the Services; and (ii) any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations to the foregoing.
6. Access to the Patri Solution; Customer User Account; Responsibility for Permitted Users
To access RevFit AI, Customer will authenticate via its Google account. To use RFx Score, Customer will need to set up one or more accounts (each, a “Customer User Account”) for use by Customer and its Permitted Users. Customer may also designate one or more Customer User Accounts as administrator accounts that provides Customer with the capability to administer, maintain, and manage certain features of the Patri Solution. Customer will ensure that Permitted Users only use the Patri Solution through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer is responsible for maintaining the security of and access to its passwords and files and is responsible for all uses of its Subscription with or without its knowledge or consent. Customer will not disclose passwords, certificates, authorizations, or other access controls to anyone other than Permitted Users, and Customer will use reasonable efforts to prevent unauthorized access to the foregoing. Customer will promptly notify Patri of any actual or suspected unauthorized use of the Patri Solution. Patri reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account or a Customer’s Google account as applicable, may have been used for an unauthorized purpose. Customer is responsible for ensuring that all Permitted Users are aware of and comply with the terms of this Terms. Any breach of these Terms by such individuals shall be deemed to be a breach by Customer.
7. Third-Party Content, Websites or Services.
The Patri Solution may provide links or access to third-party content, websites, datasets, services or systems. Patri does not endorse any third-party content, websites, datasets, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, datasets, services, or systems are not under the control of Patri, and if you choose to access any such content, websites, datasets, services, or systems, you do so entirely at your own risk. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
8. Fees and Payment
8.1. Fees. Customer will pay to Patri the fees described in any and all Order Forms (the “Fees”) in accordance with the terms set forth therein. Unless otherwise set out in writing by Patri, all Fees are identified in US dollars and are payable in advance. If Customer’s use of the Services exceeds the service capacity set forth in an Order Form or otherwise requires the payment of additional fees pursuant to these Terms, Customer will be billed for such usage and Customer will pay the additional fees in accordance with these Terms. Fees are exclusive of all taxes other than taxes on Patri’s net income, and Customer shall pay (and Patri shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with these Terms, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added, withholding, and personal property taxes on any payments due in connection with the Service provided hereunder.
8.2. Freemium Model; Free Trial. Patri currently offers a free version of the Patri Solution with certain features available at no charge. Customer may order such free version and convert to a paid Subscription at any time by entering into an Order Form with Patri for the paid version. Patri may cease providing such free version at its option whenever it so chooses, and in such event, Customer will have the option to upgrade to a paid Subscription. In addition, Patri may also provide Customer with a free trial of the paid version of the Patri Solution for a period of time set by Patri in writing. Near to or upon the expiration date of the free trial, Patri will notify Customer that the trial will be ending or has ended. Customer will be given the option to upgrade to a paid subscription. If Customer does not agree to continue use of the Patri Solution through a paid Subscription as described herein, Patri will terminate Customer’s right to access the Patri Solution.
8.3. Changes to the Fees. Patri reserves the right to change the Fees and institute new charges before a Renewal Term; provided, that Patri has given Customer prior notice and an opportunity to terminate its Subscription in such event.
8.4. Late Payment. Without limiting Patri’s other rights and remedies, if Customer does not pay any amount when due, then fifteen days after the day such payment was due (a) interest shall accrue on such undisputed amounts at 1.5% per month (or less, as per the maximum amount allowed by applicable law); (b) to the extent applicable, Customer shall pay any third party costs of collection (including, without limitation, reasonable attorneys’ and professionals’ fees); and (c) Patri may, upon notice suspend Customer’s access to the Services until such undisputed amounts are paid in full. To the extent Customer believes an amount charged or invoiced is incorrect, Customer must contact Patri within 30 days of receiving the relevant invoice or Customer’s right to dispute any charges will be deemed to be waived.
8.5. Suspension. Any permitted suspension of the Services by Patri pursuant to these Terms will not excuse Customer from its obligation to make payments under these Terms.
9. Term and Termination
9.1. Term. These Terms will commence on the Effective Date and will continue as long as there is an Order Form in effect, or until otherwise terminated in writing by the Parties as provided in this Section. Except as otherwise provided in these Terms, Customer’s Subscription will automatically renew for successive renewal terms (each a “Renewal Term”) as set out in an Order Form unless Customer provides Patri with written notice of its intention not to renew at least 30 days prior to the end of the then current term or such other period as set out in an Order Form.
9.2. Termination for Convenience. Patri may terminate these Terms with respect to the Services or any Order Form at any time and for any reason without liability or penalty by providing at least 30 days advance written notice to Customer. In such event, Patri will refund to Customer, on a pro-rata basis, any unused prepaid Fees paid for the Subscription for any period following the effective date of termination.
9.3. Termination for Cause. If you fail to comply with any provision of these Terms, Patri may terminate these Terms immediately and retain any fees previously paid by you, if applicable. Upon any such termination, you must cease any further use of the Services. If at any time you are not happy with the Services your sole remedy is to cease using the Services. Within 180 calendar days following termination or such other period as set out in an Order Form in connection with the Services, Patri will, at Customer’s option, return to Customer or delete or otherwise render inaccessible the Customer Data that remains in the hardware or systems used by Patri to provide the Services.
10. Confidential Information
10.1. Definitions. For the purposes of this Terms, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Terms, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, including, where the Discloser is Customer, Customer Data, and, where the Discloser is Patri, Patri Metadata or Services; provided that Discloser’s Confidential Information does not include, except with respect to Personal Data: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
10.2. Confidentiality Covenants. Recipient hereby agrees that it will not, except to exercise its rights or perform its obligations under these Terms: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or Affiliates that have a “need to know” and that have entered into written Terms no less protective of such Confidential Information than this Section 10 and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take industry-standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
10.3. Exceptions to Confidentiality. Notwithstanding Section 10.2, Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) to potential assignees, acquirers or successors of Patri if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Patri.
10.4. Injunctive Relief. The Recipient acknowledges that disclosure of any Confidential Information by it will give rise to irreparable injury to the Discloser or the owner of such information, not adequately compensated by damages. Accordingly, the Discloser will be entitled to equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Section 10, in addition to any other legal remedies which may be available.
11. Customer Warranties; Disclaimer
11.1. Customer Representations and Warranties. Customer represents and warrants that it has and shall maintain for the duration of these Terms all right, license and consent required under applicable law to provide Patri with Customer Data for the provision of the Services pursuant to these Terms .
11.2. Customer further represents and warrants that (a) it is not named on any U.S. or other list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S, (b) it is not a national of, or a company registered in, any jurisdiction in which the provision of the provision of the other party’s goods or services is prohibited under U.S. or other applicable laws or regulations.
(a) EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, PATRI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY PATRI TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND PATRI DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICE (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. PATRI MAKES NO WARRANTIES UNDER THESE TERMS WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, HARDWARE OR OTHER PRODUCTS EMBEDDED IN OR INCLUDED WITH THE SERVICE OR FURNISHED TO CUSTOMER BY PATRI.
(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, PATRI HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, PATRI EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICE (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
YOU AGREE TO INDEMNIFY, DEFEND (AT PATRI’S OPTION), AND HOLD PATRI AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE, YOUR CONNECTION TO THE SERVICE, YOUR VIOLATION OF THESE TERMS, YOUR VIOLATION OF ANY APPLICABLE LAW, AND/OR YOUR VIOLATION OF ANY RIGHTS, INCLUDING PRIVACY RIGHTS, OF ANOTHER INDIVIDUAL OR ENTITY. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.
13. Limitation of Liability.
IN NO EVENT SHALL PATRI OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY PENALTIES, CLAIMS FOR LOST DATA, REVENUE, PROFITS, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICE OR BUSINESS OPPORTUNITIES, ARISING OUT OF THESE TERMS OR ANY ADDENDUM THERETO, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, EVEN IF PATRI HAD BEEN ADVISED OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PATRI’S MAXIMUM AND AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE OF ACTION OR THEORY OF LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER TO PATRI HEREUNDER DURING THE 6 MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. If you are located in the State of New Jersey, or a resident of another state that permits the exclusion of these warranties and liabilities, the limitations above do apply to you.
If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.
14.1. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices will be sent: (i) if to Patri, to the following address:
Patri Inc. Attention: 224 S. Main Street #528 Springville, UT 84663; Email:
and (ii) if to you to the current postal or email address that Patri has on file for you.
Patri may change its contact information by posting the new contact information on its Site, through the Services or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with Patri current at all times during the Term.
15. Binding arbitration and class action waiver
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. FOR RESIDENTS OF THE EUROPEAN UNION OR UNITED KINGDOM WHO USED THE SERVICES IN THE EU OR UK, PLEASE ALSO REFER TO THE SECTION ENTITLED “DISPUTE RESOLUTION FOR E.U. OR UK RESIDENTS”BELOW.
15.1 Initial Dispute Resolution
Most disputes can be resolved without resorting to litigation. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Patri, and good faith negotiations as part of this informal dispute resolution process shall be a condition to either party initiating a lawsuit or arbitration. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: . For any dispute that Patri initiates, we will send our written description of the dispute to the email address associated with your Patri account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought.
15.2 Binding Arbitration
If the Parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance and breach), the Parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Streamlined Arbitration and Procedures, excluding any rules or procedures governing or permitting class or representative actions.
Except as set forth in Section 15.5, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The Parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be written, and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
JAMS Arbitration Rules & Procedures governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. The Streamlined Arbitration Rules & Procedures shall apply for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures shall apply for claims exceeding $250,000, excluding any rules or procedures governing or permitting class actions.
To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 2 Embarcadero Center Suite 1500, San Francisco, CA 94111; and (c) send one copy of the Demand for Arbitration to Patri, 224 S. Main Street #528 Springville, UT 84663.
If you commence arbitration in accordance with these Terms, you will be required to pay $250 to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Patri to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Patri will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases.
Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).
The Parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The Parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 15 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.
The Parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States or a resident of the European Union who brings a claim against Patri, arbitration will take place at any reasonable location within the United States convenient for you. For residents outside of the United States, arbitration shall be initiated in Utah County, Utah, United States of America, and you and Patri agree to submit to the personal jurisdiction of any federal or state court in Utah County, Utah, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
15.4 Class Action Waiver
The Parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND PATRI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS PATRI PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
15.5 Exception – Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
15.6 30-Day Right to Opt Out
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: Patri Inc., . The notice must be sent within 30 days of your first use of the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Patri also will not be bound by them.
15.7 Changes to this Section
Patri will provide 30 days’ notice of any changes to this section, by posting on the Services, sending you a message, or otherwise notifying you directly. Changes will become effective on the 30th day. If you continue to use the Services after the 30th day, you agree that any unfiled claims of which Patri does not have actual notice are subject to the revised clause.
15.8 Choice of Law and Jurisdiction.
The Terms and the relationship between you and Patri shall be governed by the laws of the State of Delaware without regard to conflict of law provisions. For any dispute not subject to arbitration, you and Patri agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in the state of Utah. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
15.9 Dispute Resolution for EU or UK Residents Who Have Used the Services in the EU or UK.
Either Party may initiate binding arbitration as the sole means to resolve all disputes, subject to the terms above, as permitted by European law. Any controversy that arises or is related to these Terms be submitted to the non-exclusive jurisdiction of the courts of the place of your domicile.
16. General Information
16.1. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
16.2. Section Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.
16.3 Export Restrictions. Customer agrees not to directly or indirectly export, re-export or import all or any portion of the Services without first obtaining all required licenses, permits and permissions. Patri makes no representation or warranty that the Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
16.4 Construction. Except as otherwise provided in these Terms, the Parties’ rights and remedies under these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms are for reference purposes only and have no substantive effect.
16.5 Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure Event”).
16.6 Survival. The following Sections, together with any other provision of this Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Terms, will survive expiration or termination of this Terms for any reason: Section 8 (Fees and Payment), Section 10 (Confidential Information), Section 11 (Customer Warranties; Disclaimer), Section 12 (Indemnification) Section 13 (Limitation of Liability), Section 14 (Notices), Section 15 (Binding Arbitration and Class Action Waiver) and Section 16 (General Information).
16.7 Assignment. Patri may, upon giving written notice to you, assign its rights and obligations under these Terms to any of its Affiliates or pursuant to a merger, sale, or other corporate reorganization of all or substantially all of its assets relating to that portion of its business that delivers the Services. In this case, such assignee will have and may exercise all the rights, and will assume all of the obligations, of Patri under these Terms, except that the assignment will not release Patri from liability for Patri’s obligations under these Terms. Except for such permitted assignment, neither Party may assign these Terms or any rights or obligations under these Terms without the prior written consent of each of the other Party. These Terms enure to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
16.8 Severability. Any provision of these Terms found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.
16.9 Waiver. A waiver of any provision of these Terms will be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
16.10 Independent Contractors. Patri’s relationship to you is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
16.11 Entire Terms. These Terms constitute the entire Terms between the Parties with respect to the subject matter of these Terms and supersede all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.
WEBSITE TERMS AND CONDITIONS
Effective Date: April 3, 2023
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
- Your Acceptance of These Terms and Conditions
All references to “you” or “your,” as applicable, mean the person who accesses or uses the Site in any manner, and each of your heirs, assigns, and successors. If you use the Site on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.
Access to and use of the Site is available only to individuals who are at least 18 years old and can form legally-binding contracts under applicable law. By accessing or using the Site, you represent and warrant that you meet this eligibility criteria.
- Ownership of This Site and Its Content
The Site, including any content that forms part of the Site, contains proprietary content, information and material that is protected by applicable intellectual property and other laws, including copyright. All content and related intellectual property rights are the sole and exclusive property of Patri or its licensors. Except as otherwise provided herein, no content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, replicated, reverse- or re-engineered, posted or transmitted in any form or by any means without our express prior written permission. All rights not expressly granted by Patri in these Terms are expressly reserved.
- Your Obligations
While using the Site you agree to comply with all applicable laws, rules, and regulations. You further agree that you will not:
- copy the Site;
- disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Site or otherwise discern the source code of the Site;
- adapt, modify, translate, or create derivative works of the Site;
- probe, test, circumvent, disable, or otherwise interfere with features related to security or authentication measures;
- use any robot, spider, search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation thereof, or otherwise access or use the Site in a manner inconsistent with individual human use (e.g., “scraping”);
- distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer any part of the Site, unless expressly permitted by Patri;
- use the Site, or encourage others to use the Site, to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
- attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g., using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time);
- interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Site, or other activity that interferes with or creates an undue burden on the Site;
- use the Site to conduct any unlawful or fraudulent activities, send unsolicited communications or spam, publish or link to malicious content designed to disrupt another individual’s browser or computer; or
- use the Site in any way not specifically permitted under these Terms.
We reserve all rights and remedies available to us.
Patri may send you emails concerning our Site, products, and services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email. If you provide us with your telephone number, we may also call you to: (1) provide you with information you requested from us; and/or (2) respond to your inquiries regarding our products and services.
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. EXCEPT WHERE REQUIRED BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS SITE. THIS SITE AND ALL OF ITS CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, PATRI, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PATRI, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT OF THIS SITE IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.
WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). PATRI IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT AVAILABLE ON THE SITE OR FOR DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THIS SITE.
WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.
- Limitation of Liability
IN NO EVENT SHALL PATRI AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE) EVEN IF PATRI AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.
THIS LIMITATION OF LIABILITY SECTION APPLIES FULLY IN ALL STATES, INCLUDING RESIDENTS OF NEW JERSEY.
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
- Third-Party Links and Services
The Patri Solution may provide links or access to third party content, websites, services or systems. Patri does not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under the control of Patri, and if you choose to access any such content, websites, services, or systems, you do so entirely at your own risk. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
- Modification and Discontinuation of the Site
We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party in such event.
You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be void.
- Waiver, Severability, and Entire Agreement
Our failure at any time to require performance of any provision of these Terms and Conditions or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Patri of any breach of any provision of these Terms and Conditions or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right herein.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
- Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. FOR RESIDENTS OF THE EUROPEAN UNION OR UNITED KINGDOM WHO USED THE SERVICES IN THE EU OR UK, PLEASE ALSO REFER TO THE SECTION ENTITLED “DISPUTE RESOLUTION FOR E.U. OR UK RESIDENTS” BELOW.
You and Patri agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes arising out of or relating to your use of the Site, including claims that may arise after the termination of these Terms or agreement to arbitrate.
By agreeing to these Terms, you agree to resolve any and all disputes with Patri as follows:
- Initial Dispute Resolution: Most disputes can be resolved without resorting to litigation. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Patri, and good faith negotiations as part of this informal dispute resolution process shall be a condition to either party initiating a lawsuit or arbitration. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: . For any dispute that Patri initiates, we will send our written description of the dispute to the email address associated with your Patri account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought.
To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 2 Embarcadero Center Suite 1500, San Francisco, CA 94111; and (c) send one copy of the Demand for Arbitration to Patri, 224 S. Main Street #528 Springville, UT 84663.
You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, Patri will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of Utah. You and Patri further agree to submit to the personal jurisdiction of any federal or state court in Utah County, Utah in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
- Dispute Resolution for EU or UK Residents Who Have Used the Services in the EU or UK. Either Party may initiate binding arbitration as the sole means to resolve all disputes, subject to the terms above, as permitted by European law. Any controversy that arises or is related to these Terms be submitted to the non-exclusive jurisdiction of the courts of the place of your domicile.
- Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND PATRI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS PATRI PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
- Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
- 30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to  with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Site or the effective date of the first set of Terms containing an Arbitration and Class Action Waiver section, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Patri also will not be bound by them.
- Changes to This Section: Patri will provide thirty (30) days’ notice of any changes to this section by posting on the Site, sending you a message, or otherwise notifying you directly. Amendments will become effective thirty (30) days after they are posted on the Site or sent to you.
If you continue to use the Site after the 30th day, you agree that any unfiled claims of which Patri does not have actual notice are subject to the revised clause. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Site.
- Survival: This Arbitration and Class Action Waiver section shall survive any termination of the Site or any account you may have with Patri.
- Governing Law
These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. For claims not subject to arbitration, you and Patri agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within [Utah County, Utah] for the purpose of litigating any disputes between you and Patri arising out of or relating to these Terms or your use of the Site. We operate the Site from our offices in Utah, and we make no representation that materials included in the Site are appropriate or available for use in other locations. No joint venture, partnership, employment, or agency relationship exists between you, Patri, or any third-party provider as a result of the Terms or use of the Site.
You are responsible for your use of the Site, and you agree to defend (at Patri’s option), indemnify, and hold harmless Patri and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (ii) your violation of any third-party right, including any intellectual property right or right of publicity, confidentiality, other property, or privacy right; or (iii) any dispute or issue between you and any third party.
Patri reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, Patri may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim without Patri’s prior written consent.
- Modification of these Terms
We reserve the right to update or modify the Terms at any time without prior notice, and except as explicitly provided herein, such changes will be effective immediately upon being posted through the Site, except as set forth below. Your use of the Site following any such change constitutes your agreement to be bound by the modified Terms.
Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose. We encourage you to review these Terms frequently to stay informed of the latest modifications.
- Contact Us
If you have questions about these Terms, please contact us at .
Effective Date: April 3, 2023
PLEASE READ THIS POLICY CAREFULLY TO UNDERSTAND HOW WE HANDLE YOUR INFORMATION. IF YOU DO NOT AGREE TO THIS POLICY, PLEASE DO NOT USE THE SERVICES.
This Policy contains the following sections:
- Scope of this Policy
- The Information We Collect
- How We Use Your Information
- Legal Bases for Use of Your Information
- Online Analytics and Advertising
- How We Share and Disclose Your Information
- Retention of Your Information
- Your Rights and Choices
- Third-Party Links and Features
- International Users
- How We Protect Your Information
- Privacy Information for California Users
- Changes to Our Policy
- Contact Information
- SCOPE OF THIS POLICY
For purposes of this Policy:
- A “Customer” means an entity or individual that has contracted with Patri (such as through an applicable Terms of Service) to access our Services.
- A “User” means an individual who accesses the Services as or on behalf of a Customer, including, if applicable, Customer personnel.
- A “Site Visitor” means an individual who visits our Site outside of the context of our Customers’ use of the Services.
This Policy applies to our handling of information about Site Visitors, prospective Customers, and Customers and Users (in relation to their procurement of the Services and management of their relationship with Patri). We refer collectively to these categories of individuals as “you” throughout this Policy.
However, this Policy does not cover information about individuals that Patri receives from Customer, or otherwise processes on Customer’s behalf, in connection with the Services provided by Patri to Customer pursuant to an applicable Terms of Service. Patri processes such information under the instructions of the relevant Customer, which is the “data controller” (or occupies a similar role as defined in applicable privacy laws), as described in the applicable Terms of Service between such Customer and Patri.
If you are such an individual and you have questions about how your information is collected and processed through the Services, please contact the Customer who has provided your information to us for more information.
- THE INFORMATION WE COLLECT
We collect, store, and use certain information from or about you for the purposes described below.
a. INFORMATION YOU PROVIDE TO US
We collect a variety of information that you provide directly to us. For example, we collect information from you when you:
- Sign up for and use the Services
- Communicate with us; for example, when you communicate with our customer service teams or submit requests or questions to us via online forms, email, phone, chat, or otherwise
- Interact with us when we reach out to you by phone or email in our sales and marketing efforts
- Attend our conferences or events or interact with us at other conferences or events
The types of information we collect directly from you include:
- First and last name
- Business contact information (email address, phone number, postal address)
- Personal contact information (email address, phone number, postal address)
- Username and password associated with the Services (unless you log in via a single sign-on “SSO,” in which case we only receive your associated email address)
- Your position and role in your company or organization
- Certain data to process payments made through the Services (we use third-party payment processors to handle such payments and we never receive full payment information)
- In accordance with applicable law, photos, videos, or audio recordings of sales calls by voice or video chat
- Any other information you choose to directly provide to us in connection with your use of the Services
b. INFORMATION WE COLLECT THROUGH AUTOMATED MEANS
When you use our Services, we and our service providers (who are third parties that perform services on our behalf) automatically collect certain information about your device and how you use the Services, including your IP address, browser type, browser language, operating system, the state or country from which you accessed the Services, software and hardware attributes (including device IDs), number of clicks, pages viewed and the order of those pages, the amount of time spent on particular pages, the date and time you used the Services, and other similar information. From your IP address, we may be able to infer your general location (e.g., city/state or postal code).
c. INFORMATION WE COLLECT FROM OTHERS
From time to time, we may collect information about you from other sources, including our affiliates, marketing vendors, and third-party databases. We use this information to supplement the information that we collect directly from you and for any of the purposes described in the next section.
When you “like” or “follow” us on Facebook, LinkedIn, Twitter or other social media sites, we may collect some information from you including your name, email address, and any comments or content you post relevant to us.
- HOW WE USE YOUR INFORMATION
We use your information for various purposes depending on the types of information we have collected from and about you to:
- Provide and maintain our Services
- Respond to your inquiries and requests for information, and provide you with more effective and efficient customer service
- Engage in analysis and research regarding use of the Services, improve the Services, and develop new products and services
- Measure the effectiveness of our advertising and deliver relevant advertising to you
- To suggest Services that may be of interest to you
- Secure our Services and resolve technical issues being reported
- Comply with any procedures, laws, and regulations which apply to us where it is necessary for our legitimate interests or the legitimate interests of others
- Establish, exercise, or defend our legal rights where it is necessary for our legitimate interests or the legitimate interests of others
Aggregate and/or De-Identified Information. We may aggregate and/or de-identify any information collected through our Services so that such information can no longer be linked to you or your device (“Aggregate and/or De-Identified Information”). We may use such information for any purpose, including without limitation for research and marketing purposes, and may also share such Aggregate and/or De-Identified Information with any third parties, including advertisers, partners, and sponsors.
- LEGAL BASES FOR USE OF YOUR INFORMATION
The legal bases for using your information as set out in this Policy are as follows:
- Where we need to perform the contract we are about to enter into or have entered into with you for the Services
- Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests
- Where we need to comply with a legal or regulatory obligation
- Where we have your consent to process your information in a certain way
5. ONLINE ANALYTICS AND ADVERTISING
a. ANALYTICS. We may use third-party web analytics services (such as those of Google Analytics) on our Services to collect and analyze usage information through cookies and similar tools; engage in auditing, research, or reporting; assist with fraud prevention; and provide certain features to you. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-out Browser Add-on by clicking here. If you receive email from us, we may use certain analytics tools, such as clear GIFs to capture data such as when you open our message or click on any links or banners our email contains. This data allows us to improve our Services and marketing, including by gauging the effectiveness of our communications and marketing campaigns.
b. ONLINE ADVERTISING. In using the Services, we allow select third party advertising technology partners to place cookies or other tracking technologies on the browser of your device to collect information about you as discussed above. These third parties (e.g., ad networks and ad servers such as LinkedIn Ads and others) may use this information to serve relevant content and advertising to you as you browse the Internet, and access their own cookies or other tracking technologies on your browser to assist in this activity. If you are interested in more information about these online advertising activities, and how you can generally control cookies from being put on your computer to deliver tailored advertising, you may visit the Network Advertising Initiative’s Consumer Opt-Out link, the Digital Advertising Alliance’s Consumer Opt-Out link, or Your Online Choices to opt-out of receiving tailored advertising from companies that participate in those programs. We do not control these opt-out links or whether any particular company chooses to participate in these opt-out programs. We are not responsible for any choices you make using these mechanisms or the continued availability or accuracy of these mechanisms. Please note that if you use these mechanisms, you may still see advertising on our Services or across the Internet, but it will not be tailored to you based on your online behavior over time.
c. DO NOT TRACK (“DNT”). DNT is a privacy preference that users can set in certain web browsers. We are committed to providing you with meaningful choices about the information collected on our Services through cookies and similar technologies, and that is why we provide the variety of opt-out mechanisms listed above. However, we do not currently recognize or respond to browser-initiated DNT signals.
- HOW WE DISCLOSE YOUR INFORMATION
We will disclose your information in the following ways:
- Service Providers.We provide access to or disclose your information with select entities who help us deliver or improve our Services or perform services on our behalf, including billing and payment, advertising and marketing, analytics, fraud prevention, research, data storage, security, and consulting and legal services.
- Affiliates and Subsidiaries. We may disclose the information we collect within the Patri family of companies.
- Your Company. If you are a User, we may provide your information to the company you are engaged or employed by to fulfill and enforce our applicable sales agreement with your company, and to inform your company regarding usage, support, or training needs.
- Protection of Patri and Others. By using the Services, you acknowledge and agree that we may access, retain, and disclose the information we collect and maintain about you if required to do so by applicable law or in a good faith belief that such access, retention or disclosure is reasonably necessary to: (a) comply with legal process (e.g. a subpoena or court order); (b) enforce any contracts with you; (c) respond to claims that any content violates the rights of third parties; and/or (d) protect the rights, property or personal safety of Patri, its agents and affiliates, its users and/or the public.
- Business Transactions. In accordance with applicable legal obligations, your information may be provided to third parties in connection with a merger or acquisition (including transfers made as part of insolvency or bankruptcy proceedings) involving all or part of Patri or our assets, or as part of a corporate reorganization or stock sale or other change in corporate control or business change, including for the purpose of determining whether to proceed or continue with such transaction or business relationship.
- Aggregate and/or De-Identified Information. From time to time, we may disclose Aggregate and/or De-identified Information about use of the Services or our user base with partners and others in our discretion, but such information will not identify you personally.
- With Your Consent or at Your Direction. In addition to the disclosures described in this Policy, we may provide information about you to third parties whenever you consent to or direct such disclosure.
- RETENTION OF YOUR INFORMATION
We keep your information for no longer than necessary for the purposes for which it is processed. The length of time for which we retain information depends on the purposes for which we collected and use it and/or as required to comply with applicable laws.
- YOUR RIGHTS AND YOUR CHOICES
You have certain rights with respect to your information as further described in this section.
a. YOUR LEGAL RIGHTS
If you would like further information in relation to your legal rights under applicable law or would like to exercise any of them, please contact us using the information in the “Contact Information” section below at any time. Your local laws (e.g., if you are a citizen or resident of the European Economic Area) may permit you to request that we:
- provide access to and/or a copy of certain information we hold about you
- update information which is out of date or incorrect
- delete certain information that we are holding about you
- restrict the way that we process and disclose certain of your information
Such laws may also permit you to revoke your consent to the processing of your information for certain purposes. We will consider all requests and provide our response within the time period stated by applicable law and as otherwise required by applicable law. Please note, however, that certain information may be exempt from such requests in some circumstances, which may include if we need to keep processing your information for our legitimate interests or to comply with a legal obligation. We may request you provide us with information necessary to confirm your identity before responding to your request.
If you are an individual whose information has been collected by Patri as a result of our Customer’s use of the Services pursuant to a Terms of Service between Customer and Patri, Patri collects and processes any information of yours under the directions of the relevant Customer. If these circumstances apply to you and you wish to access, correct, delete or exercise any rights you may have under applicable data protection laws with respect to any information that we have collected about you, please direct your query to the relevant Customer, as this may expedite the completion of your request. We will provide reasonable assistance to our Customers to give effect to data subject rights as appropriate and required by applicable laws.
b. MARKETING COMMUNICATIONS
If, in accordance with applicable legal requirements, we send you marketing communications regarding our Services or the services of third parties that we believe will be interesting to you, you can ask us to stop sending such communications at any time by contacting us using the information in the “Contact Information” section below. In our marketing email messages, you can also opt out by following the instructions located at the bottom of such emails. Please note that, regardless of your request, we may still use and disclose certain information as permitted by this Policy or as required by applicable law. For example, you may not opt out of certain transactional emails from us, such as those confirming your requests or providing you with updates regarding our Policy or other terms.
- THIRD PARTY LINKS AND FEATURES
Our Services may contain links to third-party websites. If you choose to visit these sites and use their services, please note that we are not responsible for their content or privacy practices. The collection, use, and disclosure of your information will be subject to the privacy policies of the third-party websites, and not this Policy. We urge you to read the privacy policies of these third parties.
- INTERNATIONAL USERS
- HOW WE PROTECT YOUR INFORMATION
Patri takes a variety of technical and organizational security measures to protect the information provided to us from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet or email transmission is ever fully secure or error free. Please keep this in mind when disclosing any information to us online.
- PRIVACY INFORMATION FOR CALIFORNIA USERS
The California “Shine the Light” law gives residents of California the right under certain circumstances to request information from us regarding the manner in which we share certain categories of personal information (as defined in the Shine the Light law) with third parties for their direct marketing purposes. We do not share your personal information with third parties for their own direct marketing purposes.
- CHANGES TO OUR POLICY
We reserve the right to amend this Policy at any time to reflect changes in the law, our data collection and use practices, or advances in technology. We will make the revised Policy accessible on the Services, so you should review the Policy periodically. You can know if the Policy has changed since the last time you reviewed it by checking the “Effective Date” at the beginning of the document. If we make a material change to the Policy, you will be provided with appropriate notice in accordance with legal requirements. By continuing to use the Services, you are confirming that you have read and understood the latest version of this Policy.
- CONTACT INFORMATION
Patri welcomes your comments and questions regarding this Policy and the collection and use of your information. If you have questions or concerns, you should contact us via email at or by mail at Patri, Inc. 224 S. Main Street #528 Springville, UT 84663.