Sigma Computing, Inc.

Terms of Service

Effective Date: August 29, 2016

Sigma Computing, Inc., (“Company” or “we“) allows users to download a software application accessible through its website in order to access our platform to input and analyze data, with an option to share certain outputs of such data with other individuals. This Terms of Use governs your (for the purposes of this Terms of Use you will be referred to as “you“) use of and access to Services (defined below).

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE” OR THE “TERMS”) CAREFULLY. BY ACCESSING OR USING THIS SERVICE (THE “PLATFORM”) IN ANY WAY, DOWNLOADING ANY SOFTWARE, INCLUDING BUT NOT LIMITED TO THE APPLICATION, USED IN CONNECTION WITH THE PLATFORM (THE “SOFTWARE“), USING OR ACCESSING OUR WEBSITE (THE “WEBSITE“) (COLLECTIVELY REFERRED TO HEREIN AS THE “SERVICES“), CLICKING ON THE “I ACCEPT” BUTTON AND/OR COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE.  THE TERM “YOU” OR “USER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE PLATFORM.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE BE AWARE THAT SECTION 13 OF THESE TERMS, BELOW, CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND COMPANY HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST COMPANY TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 13 OF THESE TERMS: (i) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (ii) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION PROVISIONS SET FORTH IN SECTION 13 OF THESE TERMS COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING CLASS ACTION LITIGATION. PLEASE SEE SECTION 13 FOR MORE INFORMATION REGARDING THESE ARBITRATION PROVISIONS, INCLUDING THE ARBITRATION PROVISIONS’ IMPACT ON THE PENDING CLASS LITIGATION AND HOW TO OPT OUT OF ARBITRATION. THE TERMS OF USE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF            CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME, WITHOUT PRIOR NOTICE TO YOU. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF CHANGES TO THE TERMS INDICATES YOUR ACCEPTANCE OF SUCH CHANGES. When changes are made, Company will make a new copy of the Terms of Use available on the Website and any new Supplemental Terms will be made available from within, or through, the affected services on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.  Any changes to the Terms will be effective immediately for new Users of the Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes.  Company may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services.  Otherwise, your continued use of the Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. Use of the Services. The Services, and the information and content available on or through the Services are protected by copyright laws throughout the world.

1.1           Software Download. You understand and acknowledge that in order to access and use the Platform, you must first download Software from our Website that allows you to connect to our Platform. We hereby grant you a non-exclusive, non-transferable, term-based, revocable right and license to download and operate one (1) instance of the Software solely to the extent necessary to access and use the Services. The Software is licensed, not sold. You may not (and may not permit anyone else to) copy, modify, create derivative works of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Company, in writing. You may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software or otherwise transfer any part of your rights to use the Software.

1.2           Software Updates. The Software which you use may automatically download and install updates from Company from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit Company to deliver these to you) as part of your use of the Services.

1.3           Certain Restrictions on Use of the Services.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any portion of the Services, (b) you shall not frame or utilize framing techniques to enclose any trademark or logo (including images, text, page layout or form) of Company; (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials made available through the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Services in order to build a similar or competitive website, platform or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on any portion of the Services. Any future release, update or other addition to the Services shall be subject to the Terms.  Company, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of the Services automatically terminates the licenses granted by Company pursuant to the Terms.

1.4           Third-Party Materials.  As a part of the Services, you may have access to materials that are hosted by another party.  You agree that it is impossible for Company to monitor such materials and that you access these materials at your own risk.

1.5           Feedback. You acknowledge and agree that any feedback, comments or suggestions you may provide to Company regarding Company or the Services is entirely voluntary and Company is free to use such feedback, comments or suggestions as Company sees fit and without any obligation to you.

  1. Accounts.

2.1           Registering Your Account. To use the Services, you must register for an account with us (“Account“) and provide certain information about yourself as prompted by the Services registration form.  You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any U.S. law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party).  You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.  You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security.  We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2.2           Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Company.

  1. Ownership. 

3.1           Services. Other than Your Content (as defined below), you agree that the Services, including, without limitation, the trademarks, tradenames, logos, content, works of authorship and other materials therein, are the sole and exclusive property of the Company and its licensors.

3.2           Your Content. As used herein, “Your Content” means any content, information, works of authorship, images, videos, data, text or other materials you post, upload or otherwise make available on or via the Services, and specifically any data that you input into the Software and/or Platform. Company does not claim ownership of Your Content. Subject to the terms herein, you hereby grant to the Company a non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, fully paid-up right and license to reproduce, display, perform, distribute, create derivatives of, digitally transmit and otherwise use Your Content for the purpose of providing, improving, and/or maintaining the Services. Further, in the event that you choose to share any of Your Content (e.g., any data input or output) with any third party by providing such third party with a link to Your Content, you acknowledge and agree that while such third party will be able to view Your Content that you choose to share with them, the third party will not be able to edit, modify or otherwise change Your Content.

  1. Your Conduct & Responsibilities as a User.

4.1           Hacking.  You agree that you will not, under any circumstances:

(a)           Use automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with the Services;

(b)           Interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;

(c)           Disrupt, overburden, or aid or assist in the disruption or overburdening of: (i) any computer or server used to offer or support the Services; or (ii) the enjoyment of the Services by any other person;

(d)           Institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon the Services, or other attempts to disrupt the Services;

(e)           Attempt to gain unauthorized access to the Services;

(f)            Attempt to probe, scan, or test the vulnerability of any Company system or network, or breach any security or authentication measures;

(g)           Disrupt or interfere with the security of, or otherwise cause harm to, the Services, systems, resources, accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites; or

(h)           Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Company or any of Company’s providers or any other third party to protect the Services.

4.2           Unauthorized Use or Access. You agree that you will not, under any circumstances:

(a)           Interfere or attempt to interfere with the proper functioning of the Services;

(b)           Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;

(c)           Use, display, mirror or frame the Services, or any individual element within the Services, Company’s name, any Company trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Company’s express written consent;

(d)           Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Services;

(e)           Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Services; or

(f)            Use the Services to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers.

  1. Third-Party Links. The Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”).  When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Company.  Company is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads.  Company provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services.  You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Services, our Terms and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
  2. Indemnification.  You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use the Services; (b) your violation of the Terms; (c) your violation of any applicable laws, rules or regulations through or related to your use of the Services; and (d) your interaction with any third parties, including but not limited to other users, with whom you connect through the Services.  Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Services. This provision does not require you to indemnify the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promises, misrepresentation, or concealment, suppression or omission of any material fact in connection with the Services or any services provided hereunder.
  3. Disclaimer of Warranties and Conditions.

7.1           As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(a)           COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

(b)           ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM.

(c)           THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(d)           FROM TIME TO TIME, COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.  SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

7.2           No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO ANY OPERATORS OF EXTERNAL SITES OR ANY OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

  1. Limitation of Liability.

8.1           Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY THROUGH THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. NOTWITHSTANDING THE FOREGOING, COMPANY DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY COMPANY’S NEGLIGENCE OR FOR (B) ANY INJURY CAUSED BY COMPANY’S FRAUD OR NEGLIGENCE.

8.2           Cap on Liability.  TO THE FULLEST EXTENT OF LAW, COMPANY’S AGGREGATE LIABILITY SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF THE COMPANY FOR (i) DEATH OR PERSONAL INJURY CAUSE BY THE COMPANY’S NEGLIGENCE, OR FOR (ii) ANY INJURY CAUSED BY THE COMPANY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

8.3           Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

  1. Remedies.

9.1           Violations.  If Company becomes aware of any possible violations by you of the Terms, Company reserves the right to investigate such violations.  If, as a result of the investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or through the Services, in Company’s possession in connection with your use of the Services, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to your requests for customer service, or (4) protect the rights, property or personal safety of Company, its Users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.

9.2           Breach.  In the event that Company determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Services, Company reserves the right to:

(a)           Warn you via e-mail (to any e-mail address you have provided to Company) that you have violated the Terms;

(b)           Discontinue your access to the Services;

(c)           Notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

(d)           Pursue any other action which Company deems to be appropriate.

  1. Term and Termination. 

10.1        Term.  The Terms commence on the date when you accept them (as described in the preamble above) by registering your Account through the Services, and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Terms.

10.2        Prior Use.  Notwithstanding the foregoing, if you used the Services prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Services (whichever is earlier) and will remain in full force and effect while you use the Services, unless earlier terminated in accordance with the Terms.

10.3        Effect of Termination.  Termination of these Terms includes removal of access to the Services and barring of further use of the Services.  Termination of these Terms also includes deletion of your password and all related information, files and content associated with or inside your Account (or any part thereof).  Upon termination of your access to the Services, your right to use the Services will automatically terminate immediately. All provisions of the Terms which by their nature should survive, shall survive termination of these Terms, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

  1. International Users.  The Services can be accessed from countries around the world and may contain references to websites and content that is not available in your country.  These references do not imply that Company intends to announce such content in your country.  The Services are controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Services are appropriate or available for use in other locations.  Those who access or use of the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
  2. General Provisions.

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

12.2        Release.  You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Services.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

12.3        Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

12.4        Force Majeure.  Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

12.5        Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to the Services, please contact us at: info@sigmacomputing.io.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

  1. Arbitration Agreement and Dispute Resolution. Please read this Arbitration Agreement carefully.  It is part of your contract with Haven Connect and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

13.1        Scope of Arbitration Agreement (“Arbitration Agreement”).  You acknowledge and agree that any dispute or claim relating in any way to your access or use of the Services, to any products or services sold or distributed through the Services (including any services), or to any other aspect of your relationship with Company will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or the Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose before this or any prior Agreement.

NOW OR IN THE FUTURE, THERE MAY BE LAWSUITS AGAINST THE COMPANY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS.  SUCH CLAIMS, IF SUCCESSFUL, COULD RESULT IN SOME MONETARY RECOVERY TO YOU.

THE EXISTENCE OF SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS DOES NOT MEAN THAT SUCH LAWSUITS WILL ULTIMATELY SUCCEED.  BUT IF YOU AGREE TO ARBITRATION WITH THE COMPANY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVERY MONETARY OR OTHER RELIEF UNDER SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS.  INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE COMPANY IN AN INDIVIDUAL ARBITRATION PROCEEDING.  IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

13.2        Arbitration Rules and Forum.  This Arbitration Agreement is governed by the Federal Arbitration Act in all respects.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, [include name and address of registered agent here.]  The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes.  The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.  Payment of all filing, administration, and arbitration fees will be governed by the AAA’s rules.  We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  Likewise, Company will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.

13.3        Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Company.  The dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute.  The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement.  The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding on you and Company.

13.4        Waiver of Jury Trial.  YOU AND COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL.  You and Company are instead electing to have claims and disputes resolved by arbitration.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is limited.  In any litigation between you and Company over whether to vacate or enforce an arbitration award, you and Company waive all rights to a jury trial, and elect instead to have a judge resolve the dispute.

13.5        Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.  CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Company is entitled to arbitration.  Instead, all claims and disputes will then be resolved in a court as set forth in Section 13.8 (Exclusive Venue) below.

13.6        Opt Out.  You may opt out of this Arbitration Agreement.  If you do so, neither you nor Company can force the other to arbitrate.  To opt out, you must notify Company in writing no later than 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Company username (if any), the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  You must send your opt-out notice to info@sigmacomputing.io   Sigma Computing Inc 275 Battery St. Suite 420 San Francisco, CA 94111.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.

13.7        Survival.  This Arbitration Agreement will survive any termination of your relationship with Company.

13.8        Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco, California.

  1. General Provisions.

14.1        Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14.2        Choice of Language.  It is the express wish of the parties that the Terms and all related documents have been drawn up in English. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

14.3        Notice.  Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address.  In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Company at the following address: 275 Battery St.  Suite 420.  San Francisco, CA 94111.  Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

14.4        Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.5        Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

14.6        Consumer Complaints.  In accordance with California Civil 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 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

14.7        Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

END OF TERMS