License.  The Company hereby grants to Subscriber and each Authorized User a revocable, limited, nonexclusive license for the duration of the term applicable to the Subscriber and each Authorized User, if any, to access and use the Website and to submit personal information to the Website for purposes of creating an account and/or ordering products available through the Website, as applicable (collectively, the “Services”), all subject to the limitations set forth in these Terms and Conditions.  The Company will only provide the Services to any User that are applicable to such User.  All rights not expressly granted in these Terms and Conditions are reserved by the Company.

1. Limitations.  

   1. Except as expressly provided under these Terms and Conditions or upon the Company’s express prior written consent, no User may modify, copy, distribute, transmit, display, perform, reproduce, publish, upload, post, license, frame in another website, use on any other website, create derivative works of, transfer, or sell the Website or related products or services provided through or obtained from the Website, including by email or other electronic means, without the prior written consent of the Company.  No User may circumvent any technological measures or features of the Website that are intended to or effectively control access to the Website, or any other protected content or information included on the Website.  The Website may contain robot exclusion headers.  Each User agrees not to use any robot, spider, scraper, or other automated means to access the Website for any purpose without the Company’s express prior written consent.  

   2. Each User further agrees to not (i) take any action that imposes or may impose, in the Company’s sole discretion, an unreasonable or disproportionately large load on the Company’s infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the Website without the Company’s express prior written consent and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; or (iv) bypass any measures the Company may use to prevent or restrict access to the Website.  The Company reserves the right to refuse the use of or access to the Website for any User for any reason in the Company’s sole discretion.

2. Changes to Terms and Conditions.  The Company reserves the right, in its sole discretion, to modify, update, or otherwise revise these Terms and Conditions at any time.  Such revisions shall be effective immediately upon posting on the Website.  By using the Website or creating, maintaining, or using, if authorized by the Company, a link to the Website, after the Company has posted any modifications, updates, or revisions, each User agrees to be bound by such revised Terms and Conditions.  Each User shall have the right to immediately terminate these Terms and Conditions if any modification, update, or other change to these Terms and Conditions is not acceptable to such User.  In addition to these Terms and Conditions, additional terms may govern use of certain webpages within the Website or the creation, maintenance, and use of a link to the Website, as such terms may be contained on the webpages of the Website.  Provided that such additional terms are not contrary to these Terms and Conditions, by accessing and using such webpages, and creating, using, and maintaining a link to the Website, User agrees to be bound by such terms.

3. Account and Contact Information.

   1. Access to the Website. Users do not need to register to access and browse some sections of the Website.  Each User must register with the Company as a Subscriber and create an account or be identified as an Authorized User of a registered Subscriber to be able to access all of the features of the Website or Services applicable to such Subscriber.  If User has not yet registered with the Company as a Subscriber or is not identified as an Authorized User, User’s use of the Website will be limited in scope.

   2. Registration. Each Subscriber can register and create an account (“Subscription Account”) by submitting the information required.  The Subscriber will need to provide a name, business name, business address, email address, phone number, and other information specific to Subscriber’s business.  The Subscriber and each Authorized User shall select a password which such User will be required to submit each time logging in.  Subscriber must provide accurate, current, and complete information during the registration process and keep such information associated with Subscriber’s Subscription Account current at all times. Any falsification of any information whatsoever may, at the Company’s option, result in immediate suspension or termination of Subscriber’s right to use the Website or Services.  

   3. Security. Subscribers are responsible for restricting access to their Subscription Account. The Subscriber’s login identification (email address or other unique identifier needed to create an account) and password, together with any mobile number or other contact information Subscriber provides, form Subscriber’s “Account Information.” Subscriber understands and agrees that Subscriber is responsible for maintaining the confidentiality and security of Subscriber’s password and other Account Information, and that Subscriber is solely responsible for all activities that occur on or through Subscriber’s Subscription Account. Subscriber further agrees to notify the Company immediately of any unauthorized access to Subscriber’s Subscription Account or unauthorized use of Subscriber’s Account Information or any other security breach by emailing us at contact@mobiledash.com.

   4. Contacting Users. When User provides the Company with contact information in connection with a particular activity or when using the Services, such as an email address or telephone number, as applicable, User agrees that this action establishes a business relationship with the Company. User expressly consents to the Company communicating with User using contact information obtained directly from User or which is provided to the Company with User’s consent. User attests that User has the legal authority over any contact information provided to the Company and can provide the Company and/or third parties with the authorization to contact User. This means User may be contacted in person or by email, telephone and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, instant messaging, or any other means of communication that User has provided the Company and that User’s wireless or other telecommunications device may be capable of receiving, in accordance with applicable laws or regulations (“Applicable Laws”).

4. Fees.  Except as otherwise provided herein, the Subscriber acknowledges that the Services are generally provided at no cost to the Subscriber.  Notwithstanding the foregoing, the Subscriber agrees that if it orders any products through the Website, the Subscriber will make a payment to cover the purchase price for such products and that the Company may collect from the total purchase price fees for the Subscriber’s use of the Website (the “Fees”).  The Company may update the Fees from time to time by posting them on the Website or by providing notice to the Subscriber of the revised Fees.  If Subscriber objects to the updated Fees, the sole remedy available to the Subscriber is to not purchase products through the Website.  Each Subscriber agrees that the Fees are valid for any products purchased and that there are no refunds from the Company for any Fees.

5. Privacy.  The Company’s privacy policy (the “Privacy Policy”) is found at https://mobiledash.net/privacypolicy and is incorporated into and subject to these Terms and Conditions by reference.  The User should review the Privacy Policy for information about how the Company collects, uses, and shares information, including the data rights available to the User.

6. Intellectual Property Ownership.  

   1. User acknowledges and agrees that the trademarks of the Company (the “Company Marks”), the Website, and the look and feel of the Website, to the extent protectable, are, as applicable, proprietary, original works of authorship of the Company, or licensors of the Company, protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability.  User further acknowledges and agrees that all right, title, and interest in and to the Company Marks, the Website, and the look and feel of the Website are and shall remain with the Company, or its licensors.  User agrees not to contest or infringe these rights, directly or indirectly, at any time.  Except as expressly provided under these Terms and Conditions, User may not use the Company Marks, or any other trademarks or copyrighted materials appearing on the Website, including without limitation any logos, without the express prior written consent of the owner of the mark or copyright.

   2. Notwithstanding anything to the contrary, each User hereby acknowledges that the Company shall own all right, title, and interest in and to the data created or derived from the access and use of the Website and the Services by Users (the “Data”).  The Data shall not include any personally identifiable information associated with any employee, customer, or client of Subscriber.  To the extent that User has any claims to such Data, the User hereby assigns to the Company any and all rights, title, and interest in and to such Data.  Such assignment shall be deemed effective upon the creation of the Data by the Company with the Website.  User represents and warrants to the Company that the assignment of rights in and to the Data does not infringe or violate any copyrights, trade secrets, or other intellectual or proprietary rights of any third party.

   3. User agrees not to challenge the Company’s rights in and to the Website, or to take any action inconsistent with the provisions of this Section 7 of these Terms and Conditions.  User agrees to take all action and execute and deliver to the Company all documents requested by the Company in connection with the copyright application and registration of the Website.

   4. Without limiting the generality of this Section 7.d, User acknowledges and agrees that the Company may license, or otherwise grant rights in or to the Website, including any and all Data, to any third party for any lawful purpose reasonably deemed appropriate by the Company.  

7. Links to Other Websites.  The Website may contain links to or be linked from other websites and resources located on servers maintained by third parties over which the Company has no control (“Linked Websites”).  The Linked Websites are provided for User’s convenience and information only and, as such, User accesses them at User’s own risk.  User agrees and acknowledges that the Company is not responsible for, and does not endorse or warrant, the content of or anything that may be delivered to User or User’s computer as a result of accessing any Linked Websites, whether or not the Company is affiliated with the owners of such Linked Websites.  Without limiting the generality of the foregoing, User hereby waives any claims related to, and the Company is not responsible and shall have no liability for, User’s access of any information on or use of the Linked Websites, including but not limited to, any viruses or other illicit code that may be downloaded through a Linked Website, or by accessing a Linked Website.

8. No Assignment.  User agrees that the license granted in these Terms and Conditions is personal to User, and User may not assign or transfer any license granted under these Terms and Conditions, or transfer any rights or delegate any duties under these Terms and Conditions, to any third party.  Any attempt to assign, transfer, or delegate any of User’s rights, duties, or obligations under these Terms and Conditions shall be void.

9. Interruptions to the Website.  User acknowledges that access to the Website may from time-to-time be unavailable to User, whether because of technical failures or interruptions, intentional downtime for service or changes to the Website, or otherwise.  User agrees that any modification of the Website, and any interruption or unavailability of access to the Website shall not constitute a default of any obligations of the Company under these Terms and Conditions, and the Company shall have no liability of any nature to User for any such modifications, interruptions, unavailability, or failure of access.

10. Copies and Derivative Works.  Except as otherwise expressly provided in these Terms and Conditions or a separate license agreement with the Company, User may not do any of the following, either directly or indirectly, including assist any other person to do, or otherwise contribute in any way to any of the following:

    1. Make any copies of the Website, or any portion of the Website;

    2. Download, distribute, export, or transmit the Website or any portion of the Website to any computer or other electronic device, or transmit electronically, or otherwise, the Website or any portion of the Website; or

    3. Publicly display the Website or any portion of the Website.  

11. Representations, Warranties, and Covenants.  User represents, warrants, and covenants the following, if applicable:

    1. User shall not knowingly submit any information that is false or misleading, including any personal information.  

    2. User shall not use its account to breach the security or gain access to the account of any other User or any password protected, secure or non-public areas of the Website.

    3. User shall not use the Website for any purpose that is prohibited by these Terms and Conditions, including without limitation, the posting or transmitting of any harassing, threatening, infringing, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or is otherwise in violation of federal, state, or local laws and regulations.

    4. User’s bandwidth usage of the Website shall not exceed either (i) 300 megabytes per month; or (ii) the average User’s monthly bandwidth usage by a significant amount.

    5. By using the Website or clicking on the “I Accept” button, as applicable, these Terms and Conditions will be valid, binding, and enforceable with respect to User in accordance with these terms.  The performance of User’s obligations under these Terms and Conditions will not constitute a default, or an event which with the passage of time, the giving of notice, or both, would constitute a default, under any other agreement by which User is bound.  

    6. User is not and shall not be under any disability, restriction or prohibition related to use of the Website and the performance of its obligations under these Terms and Conditions.

12. Confidential Information.  Any information provided by the Company to User, including without limitation, any password to the Website, if applicable, and any printouts of the Website (collectively “Confidential Information”), shall be maintained by User as confidential and available exclusively for User as provided in these Terms and Conditions.  User shall not disclose any Confidential Information to anyone, except as ordered by a court of competent jurisdiction or as otherwise required by law.  User shall not disclose any Confidential Information pursuant to a court order or as required by law until User has given the Company ten (10) days prior written notice and an opportunity to oppose such disclosure.  

13. No Warranty.  THE LICENSE GRANTED TO USER UNDER THESE TERMS AND CONDITIONS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY NATURE.  SPECIFICALLY, THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES TO USERS REGARDING THE SERVICES PROVIDED BY ANY SUBSCRIBER HAS ANY INSURANCE COVERAGE, AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES TO SUBSCRIBERS REGARDING WHETHER SUBSCRIBER WILL GENERATE ANY BUSINESS THROUGH THE SERVICES HEREUNDER OR THAT ANY USER IS ABLE TO PAY SUBSCRIBER FOR ITS SERVICES.  FURTHERMORE, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  

14. Limitation of Liability.  

    1. IN NO EVENT SHALL THE COMPANY BE LIABLE TO USERS FOR ANY LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, GENERAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF FORESEEABLE OR IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGE, OR EXPENSE.

    2. WITHOUT LIMITING THE FOREGOING, USER ACKNOWLEDGES AND AGREES THAT THE COMPANY DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE WEBSITE AND OTHER PORTIONS OF THE INTERNET.  SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.  AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT USER’S OR OTHER THIRD PARTIES’ CONNECTIONS TO THE INTERNET, OR PORTIONS OF THE INTERNET.  ALTHOUGH THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, THE COMPANY disclaims any GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR.  ACCORDINGLY, THE COMPANY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

    3. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY’S ENTIRE AND CUMULATIVE LIABILITY TO ANY SUBSCRIBER, OR ANY OTHER PARTY, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE WEBSITE SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF (I) $500.00; OR (II) THE AMOUNT USER HAS PAID TO THE COMPANY, IF APPLICABLE, IN THE PRECEDING TWELVE (12) MONTHS.

15. Injunction.  The Company and User agree that a breach or violation of Sections 7, 11, 12, 13, and 18 of these Terms and Conditions will result in immediate and irreparable injury and harm to the Company.  In such event, the Company shall have, in addition to any and all remedies of law and other consequences under these Terms and Conditions, the right to an injunction, specific performance or other equitable relief to prevent the violation of the obligation under these Terms and Conditions; provided, however, that, this shall in no way limit any other remedies which the Company may have, including, without limitation, the right to seek monetary damages.

16. Term and Termination.

    1. The duration of the term of this Agreement for Subscribers and Authorized Users shall be for the time that the Authorized User is accessing the Website.  

    2. The Company may at any time and without notice terminate User’s license upon the occurrence of any of the following events: (1) User who is a Subscriber requests in writing to the Company that its Subscription Account be terminated; (2) User defaults under any material term or condition of these Terms and Conditions; or (3) the failure of any User who is a Subscriber to meet the qualifications to be a Subscriber as determined by the Company in its sole discretion.

    3. Upon termination of User’s license granted in these Terms and Conditions, User agrees to immediately destroy any printouts or copies of the Website in User’s possession or under User’s control, all licenses granted and all services provided to User under these Terms and Conditions shall terminate, and User agrees to terminate its access to and use of the Website.  Specifically, the Company may terminate User’s access to the Website, and User’s passwords, if applicable, shall be disabled.

17. Proprietary and Other Notices.  User agrees that it will not alter or remove any trademarks or copyright notices or other notices and disclaimers located or used on, or in connection with, the Website or any printouts of the Website allowed under these Terms and Conditions.

18. General.

    1. Notices.  All notices, demands, or consents required or permitted under these Terms and Conditions shall be in writing and shall be delivered personally; sent by registered or certified mail, return receipt requested; by a reputable overnight courier service; or by email with confirmation of receipt, to the appropriate party at the following addresses:

If to the Company:

MobileDash, LLC

PO Box 111

Rexburg, Idaho 83440 

Attention: Manager

If to User:

At User’s most recent street address or e-mail provided by the User.

The foregoing addresses may be changed from time-to-time by delivering notice of such change, referencing these Terms and Conditions, to the other party.

1. Governing Law; Submission to Jurisdiction.  These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Idaho.  User acknowledges that by using the services provided under these Terms and Conditions, User has transacted business in the State of Idaho.  By accessing the Website, User voluntarily submits and consents to, and waives any defense to the jurisdiction of courts located in Madison County, State of Idaho, as to all matters relating to or arising from these Terms and Conditions.

2. Costs of Litigation.  If any action is brought by either party against the other party regarding the subject matter of these Terms and Conditions, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney’s fees, costs, and expenses of litigation.

3. Severability.  Any provision of these Terms and Conditions which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of these Terms and Conditions.

4. No Waiver.  The waiver by either party of, or the failure of either party to take action with respect to, any breach of any term, covenant, or condition contained in these Terms and Conditions shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition contained in these Terms and Conditions.  The subsequent acceptance of any payment due under these Terms and Conditions by any party shall not be deemed to be a waiver of any preceding breach of the party making payment with respect to any term, covenant or condition contained in these Terms and Conditions.

5. Entire Agreement; Modifications Only in Writing.  Subject to the provisions of Section 3 of these Terms and Conditions, these Terms and Conditions (i) constitute the entire agreement between the Company and User concerning the Website and all other subject matter of these Terms and Conditions; (ii) supersede any contemporaneous or prior proposal, representation, agreement, or understanding between the parties; and (iii) may not be amended except in writing signed by the Company and User.

6. No Third-Party Beneficiaries.  These Terms and Conditions are for the sole and exclusive benefit of the Company and User and is not intended to benefit any third party.  No third party may claim any right or benefit under or seek to enforce any of the terms and conditions of these Terms and Conditions.

7. Effective Date.  These Terms and Conditions shall be dated effective as of the date Subscriber clicks on the “I Accept” button or the date the Authorized User accesses the Website.

8. Electronic Transaction.  The parties expressly agree to conduct this transaction electronically pursuant to the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 and that any electronic signature or action taken by Subscriber for purposes of signing shall constitute an assent to these Terms and Conditions.

9. Survival.  The provisions of Sections 7, 9, 11, 12, 13, 14, 15, 16, 17.c, 16, 18, 19, and 20 of these Terms and Conditions shall survive the termination of these Terms and Conditions.

10. Definitions.  The following terms shall have the following meanings in these Terms and Conditions: 

    1. Company has the meaning set forth in the opening paragraph of these Terms and Conditions.

    2. Company Marks has the meaning set forth in Section 7.a.

    3. Confidential Information has the meaning set forth in Section 13 of these Terms and Conditions.

    4. Effective Date shall be the date set forth in Section 19.h of these Terms and Conditions.

    5. Information has the meaning set forth in Section 2.a.

    6. Linked Website has the meaning set forth in Section 8.

    7. Subscriber has the meaning set forth in the opening paragraph of these Terms and Conditions.

    8. Terms and Conditions has the meaning set forth in the opening paragraph of these Terms and Conditions.

    9. User has the meaning set forth in the opening paragraph of these Terms and Conditions.

    10. Website has the meaning set forth in the opening paragraph of these Terms and Conditions.