Website Terms of Use

Effective April 2, 2024

WEBSITE TERMS OF USE

THESE TERMS ESTABLISH AN AGREEMENT WITH YOU, AND YOU AGREE TO BE BOUND BY THESE TERMS UPON THE EARLIER OF: (A) VISITING THIS WEBSITE; (B) CLICKING ANY “ACCEPT” OR “AGREE” SELECTOR ACCOMPANYING THESE TERMS; OR (C) ORDERING, PAYING FOR, RECEIVING OR USING ANY PRODUCTS OR SERVICES THAT WE MARKET THROUGH THIS WEBSITE.  NOTE: THESE TERMS INCLUDE A WAIVER OF THE RIGHT TO A JURY TRIAL. 

  1. INTRODUCTION

1.1 Testaify. This website is owned and managed by Testaify, Inc., a Delaware corporation (“our,” “us,” or “we”). These Terms of Use (“Terms”) apply to this website, the other parts of our Environment (defined below), and the transactions related to our products and services.  

1.2 Minimum Age Requirement. All users of the Environment must be at least 13 years old.  If any user is between 13 years and the Adult Age (defined below), the user’s parent or legal guardian (“Parent”) must review and agree to these Terms before the non-Adult Age user accesses the Environment.  In these Terms, “Adult Age” will mean the age of majority, which is 18 years of age or older according to applicable law in the user’s state or jurisdiction.  

1.3 You. These Terms are binding on: (a) the person who visits, accesses or uses any of our Environment, products or services, who may be our customer, user, visitor or employee; and (b) the person’s Parent if the person is under the Adult Age.  In these Terms, the terms “you” and “your” will mean such person together with any such Parent.  

1.4 Binding. By registering with, accessing or otherwise using our Environment, products or services, you hereby agree to be bound by these Terms set forth below.  

1.5 Our Affiliates. We rely on our relationships with various types of affiliates to conduct our business. In these Terms, the term “Affiliates” means our third party technology suppliers, contractors, corporate affiliates, service providers, processors, vendors, licensors, lessors, and other third parties with whom we have a business relationship.  

1.6 Our Environment The following is a list of the resources and property that we and our affiliates may use for our business purposes (including marketing our products or services), which may vary depending on the nature of your interactions with us and may not include all of the examples listed below (collectively, our “Environment”): 

  1. the website that displays these Terms (“Site”) as well as any and all additional websites, mini sites, ecommerce stores, online portals, web portals, mobile applications and electronic user interfaces owned or controlled by us that are incorporated into or connected to the Site; 
  2. our AI-powered software testing solutions, which is operable to [LINK], together with the webservers of us and our affiliates that are involved in deploying, operating or otherwise supporting such service; 
  3. any of our social media channels and messaging platforms that enable you to communicate with us via emails, texts, or direct messages; 
  4. any of our phone systems and video conferencing systems that enable you to communicate with us via teleconference, video conference, or video session messaging; and 
  5. any of our surveys, forms, and other materials used to document or record any answers or feedback that you provide to us.   

1.7 Related Documents. These Terms include and incorporate our Privacy Policy. You may be bound by additional contracts related to your relationship with us or any products or services that you receive from us (collectively, the “Additional Contracts”).  By way of a non-limiting example, the Additional Contracts will include: (a) the [purchase order / subscription agreement] for our products and services; (b) our General Terms and Conditions; and (c) any other terms, conditions or agreements applicable to any other products or services you order by accessing the Environment. If any provisions of the Additional Contracts conflict with any provisions of these Terms, the provisions of these Terms will control and prevail.  

1.8 Non-Limiting Words. In these Terms, we use the words “including,” “includes,” and “such as” in a non-limiting fashion.  

1.9 Updates. We reserve the right to change these Terms from time to time without notice. You acknowledge and agree that it is your responsibility to review these Terms periodically to familiarize yourself with any changes. Your continued use of the Environment after such changes will constitute your acknowledgement of, and agreement to, the changed Terms.  

  1. INTELLECTUAL PROPERTY

We or our Affiliates own all of the trademarks, service marks, marks, domain names, logos, slogans, symbols, designs, trade dress, works of authorship, software, graphical user interfaces, content, text, images, photos, audio recordings, videos, data, information, resources and intellectual property displayed by or accessible within the Environment (collectively, “Intellectual Property”). The Intellectual Property is protected by United States and international copyright laws and other intellectual property laws. You will not use, copy, reproduce, perform, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, download, transmit, monetize, sell, market or commercialize any Intellectual Property in any form without our prior written consent. We reserve all rights in and to the Intellectual Property. Your violation of any of the restrictions in this Section may subject you to penalties and liabilities under copyrights laws, trademark laws, intellectual property laws, and civil and criminal statutes.  

  1. IDEA SUBMISSION

If you have any intellectual property (including concepts, ideas, inventions, works of authorship, information, suggestions and proposed product improvements) that you would like to present to us, you will not submit such intellectual property to us unless we have first signed a written agreement with you regarding the disclosure of such intellectual property to us. If you disclose any such intellectual property to us absent such written agreement, we will have a perpetual, irrevocable, worldwide, transferrable, sublicensable, royalty-free, paid-up, non-exclusive license to use, reproduce, distribute, perform, display, create derivatives of, modify, make, use, monetize, market, sell, offer for sale, import, export and commercialize such intellectual property. Such license will automatically become effective when you make such disclosure to us absent such written agreement.  

  1. THIRD PARTY PROPERTY

In these Terms, “Third Party Property” will mean the portions of the Environment and Intellectual Property that are owned by our Affiliates. The Environment may provide you with access to Third Party Property. The Environment may include a link to Third Party Property that is accessible outside of the Environment. By clicking any such link, you understand and agree that you will be entering into Third Party Property. We will not be responsible for any Third Party Property or for any changes or updates to any Third Party Property. You bear all risks associated with the access to, lack of access to, and use of, Third Party Property and any related third party services. Please review the terms and conditions of the applicable Affiliate.  

  1. ACCEPTABLE USE AND CONDUCT

5.1 Compliance. You will use the Environment and Intellectual Property (collectively, the “Resources”) only for the purposes intended and as permitted by these Terms, any Additional Contracts with us, the terms of our Affiliates, and applicable laws, regulations and generally accepted online practices and industry guidelines.  

5.2 Linking Restriction. You will not incorporate the URL address or domain name of any portion of the Environment into any text, image, graphical element, or computer code of another website or mobile application. You will not link or functionally connect any website or mobile application to the Environment. 

5.3 Interference. Engaging in any activity that disrupts, interferes with or harms any Resources, including the servers or networks that store or manage the Intellectual Property, is strictly prohibited. You will not hack, reverse engineer, decompile, modify, copy, duplicate, reproduce, publicly perform, publicly display, distribute, lease, sell, trade, resell, or commercialize any of the Resources.  

5.4 Proper Access. Accessing, or attempting to access, any of the Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access, or attempt to access, any of the Resources through any robotic, automated, hacking, unethical, or unconventional means.  

5.5 Contact Information. To access the Resources, you may be required to provide certain information about yourself (such as your identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up-to-date.  

  1. SECURITY

You are responsible for all activities that occur under any user accounts provided by us. You may be required to choose access credentials, such as a password and user name. Access to and use of password-protected or secure areas of the Resources are restricted to authorized users only. You agree not to share your credentials, account information, or secured access to the Resources with any other person. You are responsible for maintaining the confidentiality of your credentials and account information, and you are responsible for all activities that occur through the use of your credentials or accounts or as a result of your access to the Resources. You agree to notify us immediately of any use of your credentials or accounts that you did not authorize or that violates these Terms.  

  1. CONTENT POSTED BY YOU OR OTHERS

7.1 Appropriate Content. We may provide various open communication tools on the Environment, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, or social media services. You understand that it might not be feasible for us to pre-screen or monitor all content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to the Environment, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, submit, share, or otherwise distribute any content that: 

  1. is illegal, threatening, defamatory, abusive, harassing, bullying, degrading, intimidating, fraudulent, deceptive, invasive, racist, sexist, hateful or offensive, or contains any type of suggestive, inappropriate, or explicit language or images; 
  2. infringes upon or violates any rights of others related to their names, trademarks, patents, trade secrets, works of authorship, copyrights, content, publicity, image, name, likeness, voice, or other personal or proprietary attribute; 
  3. contains any type of unauthorized or unsolicited advertising; or 
  4. impersonates any person or entity, including any of our employees or representatives. 

7.2 Monitoring. It might not be feasible for us to screen or monitor all content that you or others may share or submit on or through the Environment. However, we reserve the right to review the Environment and content and to monitor all use of, and activity on, the Environment, and to remove or reject any content in our sole discretion. We may remove content of a third party that has been uploaded or submitted without that third party's permission.  

7.3 Copyright Infringement – Digital Millennium Copyright Act

If the Environment enables you or others to share or submit content, we recognize the risk that such content could cause copyright infringement. The United States Copyright Act (“Copyright Act”) provides service providers like us with a limitation of liability regarding any such infringement.  Accordingly, pursuant to 17 U.S.C. § 512 of the Copyright Act, we provide the information and procedures set forth below in this Section 7.3.  

7.3.1 Designated Agent

The following is the contact information of our designated agent (“Designated Agent”) to receive notices of copyright infringement: 

Testaify, Inc.
25 SE 2nd Avenue
Suite 550-670
Miami, Florida 33131
Phone No.: (305) 933-0120
Email: marketing@testaify.com 

7.3.2 Infringement Notice

If you or any other party (“Complaining Party”) concludes that the use or display of any materials or works on the Environment is infringing upon any copyrights, the Complaining Party may send a written notice to the Designated Agent (“Infringement Notice”). The Infringement Notice, to be effective, must include the following:  

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 
  2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 
  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate such material; 
  4. information reasonably sufficient to permit us to contact the Complaining Party, such as an address, telephone number, and, if available, an electronic mail address at which the Complaining Party may be contacted; 
  5. a statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 
  6. a statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  

7.3.3 Takedown

Upon receiving an Infringement Notice from a Complaining Party in accordance with Section 7.3.2 above, we will respond expeditiously to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity.  

7.3.4 Notice of Takedown; Replacement

If you are a subscriber of us and we remove or disable access to materials provided by you in accordance with Section 7.3.3 above, we will: 

  1. take reasonable steps promptly to notify you that we have removed or disabled access to the material;
  2. upon receipt of a counter notification from you (in accordance with Section 7.3.5 below), promptly provide the applicable Complaining Party with a copy of the counter notification, and inform such Complaining Party that we will replace the removed material or cease disabling access to it within ten (10) business days; and
  3. replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of the counter notice, unless the Designated Agent first receives notice from the applicable Complaining Party indicating that such Complaining Party filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on our system or network. 

7.3.5 Counter Notice

If you, as a subscriber of us, wish to provide a counter notification, you must provide the counter notification in writing to the Designated Agent. The counter notification, to be effective, must include substantially the following: 

  1. your physical or electronic signature; 
  2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; 
  3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and 
  4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the applicable Complaining Party or an agent of such Complaining Party.  
  5. TERMINATION OF USE

We may, in our sole discretion, at any time discontinue providing the Environment (or any portion thereof) or limit access to the Environment, any areas of the Environment or any Intellectual Property. Also, we may, in our sole discretion, at any time, terminate or limit your access to, or use of, the Environment or any Intellectual Property if we suspect that you have infringed upon the rights of a third party, violated these Terms, or engaged in any wrongdoing.  You agree that we will not be liable to you or any third party for any termination or limitation of your access to, or use of, the Environment, any Intellectual Property or any content that you may have shared.  

  1. INDEMNIFICATION

You agree to indemnify, defend and hold harmless, us, our Affiliates, and the parents, subsidiaries, affiliates, equity holders, officers, directors, employees and agents of us and our Affiliates, from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees and costs, relating to or arising out of: (a) information, materials, works, data or content that you share or submit; (b) your violation of these Terms, any Additional Contracts or any other rules, guidelines or terms of use posted for any area of the Environment or any part of the Intellectual Property; (c) your violation of applicable law; or (d) your violation or infringement of any third party rights, including intellectual property rights and privacy rights. Upon our request before or after any court judgment, you will promptly reimburse us for our damages, losses, costs and expenses relating to or arising out of such claims. You will cooperate as fully as reasonably requested in our defense of any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any claim otherwise subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.  

  1. DISCLAIMERS. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) ALL INTELLECTUAL PROPERTY AND ITEMS ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE ENVIRONMENT ARE USED AT YOUR SOLE DISCRETION AND RISK, (B) WE WILL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH INTELLECTUAL PROPERTY OR ITEMS, AND (C) WE RESERVE THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE ENVIRONMENT AND INTELLECTUAL PROPERTY AT ANY TIME WITHOUT NOTICE.  

  1. WARRANTY WAIVER; LIMITATION OF LIABILITY

EXCEPT TO THE EXTENT THAT ANY ADDITIONAL CONTRACTS EXPRESSLY PROVIDE OTHERWISE, THE FOLLOWING PROVISIONS OF THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: 

11.1 WAIVER OF WARRANTIES. ALL RESOURCES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT RELATING TO THE RESOURCES OR OUR PRODUCTS OR SERVICES.  WE MAKE NO WARRANTY THAT: (A) THE RESOURCES OR OUR PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE RESOURCES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT YOU MAY OBTAIN FROM THE USE OF THE RESOURCES OR ANY OF OUR PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. 

11.2 EXCLUSION OF SPECIAL DAMAGES. IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF DATA, OR LOSS OF OR HARM TO PROPERTY OR DATA) INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE RESOURCES OR ANY OF OUR PRODUCTS OR SERVICES. 

11.3 LIMITATION OF LIABILITY. OUR MAXIMUM LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE RESOURCES OR ANY OF OUR PRODUCTS OR SERVICES, REGARDLESS OF THE FORM OF LEGAL ACTION THAT IMPOSES LIABILITY (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT OR OTHERWISE) WILL BE LIMITED TO THE TOTAL PRICE THAT YOU PAID TO US TO PURCHASE SUCH PRODUCTS OR SERVICES OR USE THE RESOURCES. SUCH LIMIT WILL APPLY IN THE AGGREGATE TO ALL OF YOUR CLAIMS, ACTIONS AND CAUSES OF ACTION OF EVERY KIND AND NATURE. 

  1. PRIVACY POLICY AND ACCESSIBILITY POLICY

12.1 Privacy. We take your privacy seriously and have developed a policy to address privacy concerns. For more information, please see our Privacy Policy, which is a part of these Terms.  

12.2 Accessibility. We are committed to making the content we provide through the Site accessible to individuals with disabilities. If you have a disability and are unable to access any portion of the Site due to your disability (“Incident”), you agree to perform the following steps to enable us to investigate the Incident: (a) immediately give us written notice of the Incident in accordance with Section 13.13 below; and (b) include a detailed description of the Incident in your notice. We will accept your notice through a writing submitted by your guardian, caretaker or agent on your behalf. 

  1. MISCELLANEOUS 

13.1 Persons Under the Adult Age. You must be at least 13 years old to use the Environment. If you are over 13 years old but under the Adult Age, your Parent must also be a party to these Terms, and your Parent will be responsible and liable for all of your acts and omissions. 

13.2 Export Restrictions/Legal Compliance. You may not access, download, use or export any Resources in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any Resources in violation of any such restrictions, laws or regulations, including laws, restrictions or regulations pertaining to the development, design, manufacture or production of nuclear, chemical or biological weapons or missile technology. As applicable, you will obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the Resources outside the U.S. Neither the Resources nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By agreeing to these Terms, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

13.3 Availability of Products or Services. The Resources may reference our products, programs or services that might not be available in your location. Such references do not imply that we commit or plan to make such products, programs, or services available in your location.  

13.4 Assignment. You will not assign these Terms, in whole or in part, to any third party without our prior written consent. Without limiting our assignment rights, we may assign these Terms, in whole or in part, to any of our affiliates or to any third party in connection with any asset sale, merger, corporate reorganization, contractual assignment or other transaction. Any purported assignment in violation of this Section will be null and void. These Terms will be binding on the Parties and their respective successors and permitted assigns. 

13.5 Waiver. Our delay or failure to exercise or enforce any rights or provisions in these Terms will not prejudice or operate to waive such right or provision. 

13.6 Severability. If any part or provision of these Terms is found to be unenforceable under applicable law, such part or provision will be modified to make these Terms, as modified, legal and enforceable. The balance of these Terms will not be affected. 

13.7 Dispute Resolution

13.7.1 Definitions. For the purposes of this Section 13.7: (a) the term “Dispute” will mean any dispute, controversy, claim, or cause of action arising out of or relating to: (i) these Terms, any Additional Contract, or the interpretation, enforceability, breach, termination, applicability, or validity of these Terms or any Additional Contract; (ii) the Environment, the Intellectual Property or any product or service marketed or sold through the Environment; or (iii) any other dispute arising out of or relating to the relationship between you and us; (b) the term "Our Group" will mean us and our parents, subsidiaries, affiliates, stockholders, directors, officers, employees, agents, suppliers, beneficiaries, assignees, and successors in interest; (c) the term “Your Group” will mean you and those in privity with you, such as your beneficiaries; (d) the term “Parties” means you and us, and the term, “Party” means either you or us. 

13.7.2 Mediation. If either Party seeks to initiate any legal action against the other Party arising from any Dispute, the Party seeking such legal action shall provide the other Party with written notice of such Dispute, specifying and describing the Dispute in detail. If the Parties fail to resolve such Dispute in writing within thirty (30) days of negotiations after the date of such notice, either Party may initiate an arbitration proceeding in accordance with Section 13.7.3. 

13.7.3 Arbitration. If, after the mediation under Section 13.7.2, either Party decides to take any legal action with respect to the Dispute that is the subject of the mediation, the terms of this Section 13.7.3 will apply. 

(a) No Lawsuit. No member of Our Group or Your Group will submit the Dispute to any court of law. Our Group and Your Group hereby forfeit their right to file and litigate a lawsuit in a court of law relating to the Dispute. You understand that, in the absence of this Section 13.7.3, you would have had a right to litigate disputes through a court, including the right, if any and subject to the rules of your jurisdiction, to litigate claims on a class-wide or class-action basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH MEMBER OF YOUR GROUP AND OUR GROUP HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THOSE RIGHTS AND ALL RIGHT TO TRIAL BY JURY IN CONNECTION WITH THE DISPUTE. EACH SUCH MEMBER WILL RESOLVE SUCH DISPUTE SOLELY THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 13.7.3. NO PART OF THE ARBITRATION WILL BE CONSOLIDATED WITH ANY OTHER ARBITRATION OR CONDUCTED ON A CLASS-WIDE OR CLASS ACTION BASIS. YOU AGREE AND ACKNOWLEDGE THAT SUCH WAIVER IS A SUBSTANTIVE PROVISION BARGAINED BY YOU AND US AS CONSIDERATION FOR ENTERING INTO THESE TERMS. This arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq. 

(b) American Arbitration Association. The Party who initiates the arbitration proceeding will submit the Dispute to the American Arbitration Association (“AAA”) for binding resolution. The Dispute will be resolved exclusively and finally by the AAA. The Parties will agree upon another arbitration forum if AAA ceases all of its operations.  

(c) Election of Arbitrator. The arbitration will be conducted by and before three (3) arbitrators. The Parties will confer to mutually select the arbitrators. If the Parties are unable to agree upon the arbitrators within thirty (30) days after the Dispute is submitted to the AAA, the AAA will independently assign the three (3) arbitrators. Any decision or award rendered in such arbitration proceeding will be final and binding on Our Group and Your Group, and judgment may be entered thereon only in the State or Federal courts in Palm Beach County, Florida.  

(d) Substantive Law; Limitations on Award; Place; Language. In the arbitration, the arbitrators will apply the laws of the State of Delaware, excluding its conflict of law principles. The arbitrators will not have the right to award treble damages, punitive damages, or attorneys’ fees to the prevailing Party, provided that if we prevail and the arbitrators determine that your claim was frivolous, the arbitrators will award attorneys’ fees and costs to us at our request. The location of the arbitration will be in Palm Beach County, Florida, or any other location that the Parties agree upon. The arbitration will be conducted in the English language. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the applicable Dispute.  

(e) AAA Contact Information. Information may be obtained from the AAA online at www.adr.org or by calling the phone number or writing to the address specified at such website.  

13.8 Limitation on Time to Bring an Action. Regardless of any law to the contrary, any Dispute that you bring, whether through arbitration or otherwise, must be submitted to the AAA or otherwise filed within one (1) year after such Dispute arose. Thereafter, such Dispute will forever be barred. 

13.9 Injunctive Relief. Notwithstanding Section 13.7 or anything else in these Terms to the contrary, in the event that you infringe upon or violate the intellectual property rights, privacy rights, rights of publicity, or similar rights of us or any third party in connection with the purpose or subject matter of these Terms, we will be entitled, in addition to any other remedies available, to seek a temporary restraining order and other injunctive relief in a court of law without any requirement to prove actual damages or to post a bond, and we will be entitled to any other appropriate equitable relief that the court deems proper. 

13.10 Judicial Modification. If any court deems any provision of these Terms unenforceable because of its scope with respect to disclaimer, limitation, waiver, area, time, business activities, ownership or other matters, such court will have the power to modify such provision, through reductions or limitations thereon or to delete specific words or phrases. In its reduced form, such provision will then be enforceable and will be enforced under applicable law.  

13.11 Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of laws principles. If you file any Dispute in any court of law based on the allegation that the arbitration provisions of these Terms are unenforceable or invalid, (a) the courts of the State of Florida (state and federal) will have sole and exclusive jurisdiction over such Dispute, (b) you hereby waive all claims of immunity from such jurisdiction, (c) venue for such Dispute will exclusively be located in the state courts in Palm Beach County of the State of Florida or in the United States District Court for the Southern District of Florida.

13.12 English Language. This Agreement will be interpreted and construed exclusively in the English language. All notices and correspondence related to this Agreement will be written exclusively in the English language.  

13.13 Contact Information. You may contact us regarding these Terms through our contact page or by writing or emailing us at the following address: 

Testaify, Inc.
25 SE 2nd Avenue
Suite 550-670
Miami, Florida 33131
Phone No.: (305) 933-0120
Email: marketing@testaify.com 

13.14 Updates of these Terms. As noted above, we may update these Terms from time to time.  The date provided at the beginning of these Terms is the latest revision date of these Terms. To request a prior version of these Terms, please contact us.   

End of Terms of Use

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