Terms of Service
Last Modified: October 28, 2020
Grabango Co. (“Grabango,” “we,” “our,” or “us”) is a provider of an automated retail technology solution that uses computer vision and machine learning to make your shopping experience quicker, easier and more efficient. This page explains the terms and conditions by which you may visit our websites and use our online and mobile technology solutions (collectively, our “Service”). By accessing or using our Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms of Service (this “Agreement”), and to the collection and use of your information as set forth in our Privacy Policy available at https://www.grabango.com/privacy-policy/ (our “Privacy Policy”), whether or not you are a registered user of our Service. We reserve the right to modify this Agreement and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access our Service, and all visitors and shoppers in stores utilizing our Service (collectively, “Users”).
Please read this Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
1. Our Service
1.1 Eligibility
This is a contract between you and Grabango. You must read and agree to this Agreement before using our Service. If you do not agree to this Agreement, you may not use our Service. You may use our Service only if you can form a binding contract with us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to our Service by anyone under 13 is strictly prohibited and in violation of this Agreement. Our Service is not available to any Users we previously removed from our Service.
1.2 Access and Use
Subject to your compliance with the terms and conditions of this Agreement, you may access and use our Service solely in order for you to purchase items in stores where the Service is available. We reserve all rights not expressly granted by this Agreement in and to our Service and our Intellectual Property (defined below). We may suspend or terminate your access to our Service at any time for any reason or no reason.
1.3 Restrictions
You will not, and you will not assist, permit or enable others to, do any of the following:
(a) use our Service for any purpose other than as expressly set forth in Section 1.2 above;
(b) disassemble, reverse engineer, decode or decompile any part of our Service;
(c) copy, rent, lease, sell, transfer, assign, sublicense, modify, alter, or create derivative works of any part of our Service or any of our Intellectual Property;
(d) remove any copyright notices or proprietary legends from our Service;
(e) use our Service in a manner that impacts: (i) the stability of our servers; (ii) the operation or performance of our Service or any other User’s use of our Service; or (iii) the behavior of other applications using our Service;
(f) take any item from any store without paying for it, falsely identify (or fail to accurately identify) any of your items on our Service or to any in-store personnel, or provide any false (or fail to provide truthful) information on our Service or to any in-store personnel regarding the items you are taking;
(g) use our Service in any manner or for any purpose that violates any applicable law, regulation, legal requirement or obligation, contractual obligation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or in any manner that otherwise may be harmful (as determined in our sole discretion) to us, our providers, our suppliers or Users or to any store where you are shopping;
(h) use our Service in competition with us, to develop competing products or services, or otherwise to our detriment or commercial disadvantage;
(i) use our Service for benchmarking or competitive analysis of our Service;
(j) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running our Service;
(k) transmit viruses, worms, or other software agents through our Service;
(l) impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use our Service for any invasive or fraudulent purpose;
(m) share passwords or authentication credentials for our Service;
(n) bypass the measures we may use to prevent or restrict access to our Service or enforce limitations on use of our Service or the content therein, including without limitation features that prevent or restrict use or copying of any content;
(o) identify us or display any portion of our Service on any site or service that disparages us or our products or services, or infringes any of our intellectual property or other rights; or
(p) identify or refer to us or our Service in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and us, other than your permitted use of our Service under this Agreement, without our express written consent.
1.4 Compliance with Grabango and Store Rules
You agree to comply at all times with all rules and regulations posted on Grabango’s website or applications or in the store where you are shopping or on the store’s website (collectively, the “Rules”). If you purchase, take or attempt to purchase or take any store item contrary to the Rules, you may be refused service or removed from the store, and/or have your access to our Service suspended or terminated. Without limiting the foregoing, you acknowledge and agree that if you take any alcoholic beverage from the store without paying for it or identifying it accurately on the Service or to in-store personnel, you may be deemed under applicable law to have stolen the item, and you may be prosecuted accordingly.
1.5 User Accounts
Your account on our Service (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to our Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete profile information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your User Account. You must notify us immediately of any breach of security or unauthorized use of your User Account. We will not be liable for any losses caused by any unauthorized use of your User Account.
You may control your User profile and how you interact with our Service by changing the settings in your settings page. By providing us with your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of our Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
You acknowledge that you do not own the User Account you use to access our Service. Notwithstanding anything in this Agreement to the contrary, you agree that we have the absolute right to manage, regulate, control, modify and/or eliminate any data stored by us or on our behalf on our (including by our third party hosting providers’) servers as we see fit in our sole discretion, in any general or specific case, and that we will have no liability to you based on our exercise of such right. All data on our servers are subject to deletion, alteration or transfer. Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, User Account history and User Account content residing on our servers, may be deleted, altered, moved or transferred at any time for any reason in our discretion, with or without notice and with no liability of any kind. We do not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on our servers.
1.6 User Data; Output
As part of our Service, we will collect data, content and information, including video, audio and personal information, that you provide to us or that is collected by us or via the Service (“User Data”). You hereby grant to us, and represent and warrant that you have all rights necessary to grant to us, a perpetual, irrevocable, non-exclusive, sublicensable, transferable and royalty-free right and license to collect, use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and to modify and make derivative works of any and all User Data in order to provide and maintain our Service for you and, solely in anonymous or aggregate form, to improve our products and services and for our other business purposes (and any and all such derived data is deemed part of our Intellectual Property). We will make available to you for download reports and other output of our Service such as receipts or other records of items purchased (“Output”). You may use the Output in connection with your use of our Service as described in Section 1.2 above. You are not permitted to take screenshots of our Service or otherwise download output or information from our Service other than through the download function provided within our Service. We take no responsibility and assume no liability for any of your User Data. You shall be solely responsible and indemnify us for your User Data.
1.7 Changes to our Service
We may, without prior notice, change our Service; stop providing our Service or features of our Service, to you or to Users generally; or create usage limits for our Service. We may permanently or temporarily terminate or suspend your access to our Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
1.8 Interactions with Other Shoppers
You are solely responsible for your interactions with other Users in-store. We will have no liability for your interactions with other Users, or for any User’s action or inaction.
1.9 Service Location
Our Service is controlled and operated from facilities in the United States. Those who access or use our Service from other jurisdictions are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use our Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
2. Our Intellectual Property
You acknowledge and agree that our Service and all materials and content displayed or made available on our Service, and all software, algorithms, code and technology underlying our Service, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property”), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in this Agreement will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property. Use of our Intellectual Property for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to, or we may invite you to submit, comments or ideas about our Service, including without limitation about how to improve our Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
3. Additional Terms for Mobile Applications
3.1 Mobile Applications. We may make available software to access our Service via a mobile device (“Mobile Applications”). To use any Mobile Applications, you must have a mobile device that is compatible with the Mobile Applications. We do not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. We grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one User Account on one or more mobile devices owned or leased solely by you, solely for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that we may from time to time issue upgraded versions of the Mobile Applications, and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof. We or our third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. We reserve all rights not expressly granted under this Agreement. If the Mobile Applications is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of our Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Mobile Applications originates in the United States, and is subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and our Service.
3.2 Mobile Applications from Apple App Store. The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and Grabango, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to us as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to us as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Grabango, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
3.3 Mobile Applications from Google Play Store. The following applies to any Mobile Applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and Grabango only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Grabango, and not Google, is solely responsible for our Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Google-Sourced Software.
4. Charges and Payment
4.1 In-Store Charges. We use in-store technology, including computer vision and machine learning, to determine the items that you and your guests select for purchase. For our check-out free Service, you agree to be charged for the items selected and taken by you and your guests using the default credit card payment information you provide in your User Account. We will send you a receipt for review either within your User Account or to such other location you designate in your User Account. Refunds may be provided according to the return policy of the store where you are shopping. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method (“Payment Method”) used in connection with a purchase or transaction or other monetary transaction interaction with our Service at the prices in effect when such charges are incurred. For our check-out ready Services, if you have not provided a Payment Method in your User Account, you agree to pay for the in-store products you take by paying the store clerk the amount due with cash, credit card, check or other store-authorized payment methods. Please see the [Help] page in our Service for additional terms and conditions about purchases, refunds, and how in-store charges work.
4.2 Payment Information; Taxes. For our check-out free Services, you must provide Grabango with a current, valid, accepted Payment Method. You hereby authorize Grabango (through our third-party payment providers) to bill the fees to your Payment Method, along with any applicable taxes or additional fees due during the billing period. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with our Service must be accurate, complete, and current. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
4.3 Third-Party Payment Provider. We use Spreedly, Inc. (“Spreedly”) as our third-party service provider for payment services, including for storing your Payment Method information. By using our Service you agree to be bound by Spreedly’s Terms of Service available at https://www.spreedly.com/terms-of-service, to the extent applicable.
4.4 Disclaimer. Where you have failed to provide us with a valid payment method, or where you are not using our check-out free services, we expressly disclaim and you hereby expressly relieve us from any and all claims or liabilities arising from your failure to pay in-store for the items you take, and you will indemnify us for the same.
5. Privacy
We care about the privacy of our Users. You understand that by using our Service you consent to the collection, use and disclosure of your personal information and aggregate and/or anonymized data as set forth in our Privacy Policy available at https://www.grabango.com/privacy-policy/, and to have your personal information collected, used, transferred to and processed in the United States.
6. Security
We care about the integrity and security of your personal information. We use physical, managerial, and technical safeguards in its sole discretion to preserve the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
7. Disclaimer of Store Items
Further, we do not make any representation, warranty or guarantee regarding the in-store products purchased on or through our Service. We do not sell, and do not represent any seller of, in-store products, and we disclaim any and all liability for the sale or attempted sale of such products on and through our Service, including without limitation liability related to sales of liquor in-store to individuals under twenty-one (21) years of age. We make no guarantee, whether express or implied, that you will find products that meet your specifications. We make no representation or warranty as to the quality or qualification of any product of any third party, and we are not responsible or liable for any acts or omissions committed by such third parties.
8. Indemnity
You agree to defend, indemnify and hold harmless Grabango and our subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, 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: (i) your use of and access to our Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) User Data including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of our Service with your unique username, password or other appropriate security code.
9. No Warranty
Our Service is provided on an “as is” and “as available” basis. Use of our Service is at your own risk. To the maximum extent permitted by applicable law, our Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Grabango or through our Service will create any warranty not expressly stated herein. Without limiting the foregoing, Grabango, our subsidiaries, our affiliates, and our licensors do not warrant that the content is accurate, reliable or correct; that our Service will meet your requirements; that our Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that our Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of our Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of our Service.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
10. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Grabango, or our affiliates, agents, directors, employees, suppliers or licensors, be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, our Service. Under no circumstances will we be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of our Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, we assume no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from our Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through our Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Grabango, or our affiliates, agents, directors, employees, suppliers or licensors, be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding $100.00.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damage. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
11.1 Governing Law. You agree that: (i) our Service shall be deemed solely based in California; and (ii) our Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
11.2 Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from us. For any dispute with Company, you agree to first contact us at legal@grabango.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute we have with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and we agree otherwise. If you are using our Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using our Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
11.3 Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used our Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and we are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
12. General
12.1 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
12.2 Notification Procedures and Changes to the Agreement. We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain notifications as required under applicable laws or as described in this Agreement or our Privacy Policy. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of our Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of this Agreement or any future Terms of Service, do not use or access (or continue to access) our Service.
12.3 Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with us in connection with our Service, shall constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to this Agreement. Any statements or comments made between you and any of our employees or representatives are expressly excluded from this Agreement and will not apply to you or us or your use of our Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
12.4 No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
12.5 Contact. Please contact us at legal@grabango.com with any questions regarding this Agreement.
12.6 California Residents. The provider of our Service is Grabango Co. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.