BOBAGUARD LLP PROVIDES ACCESS TO ITS SERVICES (THE “SERVICES”)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SUBSCRIPTION
AGREEMENT (THE “AGREEMENT”). PLEASE READ THE TERMS OF THIS
AGREEMENT CAREFULLY. AS USED IN THIS AGREEMENT, “YOU” AND “YOUR”
REFER TO THE PERSON OR ENTITY SUBSCRIBING TO AND USING THE SERVICE.
BOBAGUARD AND YOU ARE COLLECTIVELY REFERRED TO AS THE “PARTIES”
AND EACH INDIVIDUALLY AS A “PARTY.”
BY CLICKING THE “AGREE” BUTTON, YOU ARE AGREEING TO BE BOUND BY THE
TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, DO NOT CLICK “AGREE.” NOTWITHSTANDING THE FOREGOING,
USING THE SERVICE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT.
BobaGuard authorizes You to access and use the Services during the Term of this Agreement. You are not allowed resell or otherwise commercialize the Services. You shall be solely responsible for any and all activities made under Your account and the log-in(s) assigned to You, including, but not limited to, exceeding the number of authorized users.
By using Your credit card as the method of payment, You agree that You are authorized to use the credit card presented as a method of payment and that BobaGuard is hereby authorized to charge Your credit card on the anniversary of your execution of this Agreement either monthly or yearly based on Your chosen payment plan. You also agree that, unless You cancel the Services in accordance with section 15 below, BobaGuard is authorized to continue to charge Your credit card for the Services at the interval selected by You for Your payment (monthly or yearly). You must provide BobaGuard with a valid credit card number and associated payment information including all of the following: (i) Your name as it appears on the card; (ii) Your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge Your card. If BobaGuard does not receive payment from Your credit card issuer or its agent, You will be responsible for an alternate payment arrangement and any resulting fees.
BobaGuard reserves the right to alter its pricing – both in amount and in structure – at any time in its sole discretion. BobaGuard will provide sixty (60) days notice to You prior to any pricing-related change that may impact Your use of the Services, or Your payments under this Agreement.
You are responsible for paying all taxes associated with Your use of the Services. If BobaGuard has the legal obligation to pay or collect taxes for which You are responsible under this Section, BobaGuard will invoice You and You will pay that amount unless You provide BobaGuard with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, BobaGuard is solely responsible for taxes assessable against it based on its income, property, sale of the Services, and employees.
You are solely responsible for providing, maintaining, and ensuring, at Your sole expense, all hardware, software, electrical and other physical requirements for Your use of the Services, including, without limitation, telecommunications, Internet access connections, Web browsers or other equipment, programs and services required to access and use the Services. BobaGuard may, in its sole discretion, change the applicable technical requirements to use the Services from time to time.
You acknowledge and agree that at times the Services may be inaccessible or inoperable for any reason whatsoever, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that BobaGuard may undertake from time to time; or (iii) causes that are beyond the control of BobaGuard or that are not reasonably foreseeable. You agree that You are not entitled to any refund or reimbursement, in whole or in part, of any fees paid by You to BobaGuard for such inaccessibility of the Services.
BOBAGUARD AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THE SERVICES “AS IS WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND, AND BOBAGUARD HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE WHETHER EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. BOBAGUARD DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BOBAGUARD OR A BOBAGUARD AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL BOBAGUARD OR ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, OR AFFILIATES BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST TIME, LOST SAVINGS, LOSS OF DATA, DAMAGED DATA, INACCURATE DATA, FAILURE OF TELECOMMUNICATION SERVICES, LOST CONFIDENTIAL OR OTHER INFORMATION, OR FOR BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (TORT, CONTRACT OR OTHERWISE) AND EVEN IF BOBAGUARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. IN NO EVENT SHALL BOBAGUARD’S TOTAL LIABILITY FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF MONIES PAID FOR YOUR ACCESS TO THE SERVICES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to indemnify, hold harmless and defend BobaGuard, its agents, officers, directors, employees, successors, assigns, and affiliates, from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of or relating to the breach of this Agreement or the unauthorized use of the Services.
You may terminate this Agreement by contacting BobaGuard at 440-248-8422. Such termination will be effective two weeks after such notification. You acknowledge and agree that You remain liable for all fees incurred during the month in which the termination is effective, and authorize BobaGuard to charge Your credit card for these fees. Yearly plan subscribers will have their fee pro-rated according to the month the termination is effective.
You acknowledge and agree that breach of any of the obligations under this Agreement shall cause irreparable injury and shall entitle BobaGuard to equitable relief or remedy. The pursuit or securing of any such equitable relief shall not prohibit or limit BobaGuard to seek or obtain any other remedy provided under this Agreement or by law, including, but not limited to monetary damanages. If any or all of the above covenants or agreements are held to be unenforceable because of the scope or duration of such covenant or agreement or the area covered thereby, You agree that the court making such determination shall have the power to reduce the scope, duration and area of such covenant or agreement to the extent that allows the maximum scope, duration and area permitted by applicable law. The covenants, agreements and remedies provided herein are in addition to, and are not to be construed as a replacement for or limited by, the rights and remedies otherwise available to BobaGuard including, but not limited to, those rights and remedies contained in the Uniform Trade Secrets Act, or its state counterparts.
This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio, excluding the choice of law provisions thereof. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts in Summit County in the State of Ohio. The Parties irrevocably submit and consent to the exercise of personal jurisdiction over each Party by such courts. The Parties hereby irrevocably waive any and all objections which any Party may now or hereafter have to the exercise of personal jurisdiction by such courts and to the venue of any such suit, action, or proceeding brought in any such courts. Should You breach any of the terms of this Agreement, You hereby agree to pay all the reasonable attorneys’ fees incurred by BobaGuard in enforcing the terms of this Agreement. The attorneys’ fees shall be paid by You irrespective of any damages awarded or not, or any relief afforded or not to BobaGuard.
BobaGuard shall not be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted, or prevented by reason of any act of God, act of terrorism, fire, natural disaster, act of government, strikes or labor disputes, inability to provide raw materials, power or supplies, epidemic, pandemic, or any other act or condition beyond BobaGuard’s reasonable commercial control.
There are no intended third-party beneficiaries of this Agreement.
No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
If any provision or clause of this Agreement as applied to either Party or to any circumstances, shall be adjudged by a court of competent jurisdiction to be invalid or unenforceable, said adjudication shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of this Agreement.
You may not assign Your rights or delegate Your duties under this Agreement without BobaGuard’s written consent. Any attempted assignment or delegation by You without the required consent is void. Notwithstanding the foregoing, BobaGuard may assign this Agreement to, without limitation, an affiliate, subsidiary, third party, or successor without Your prior consent.
Notwithstanding the termination of this Agreement, the Parties shall be required to carry out any provision hereof that contemplates performance subsequent to such termination, and such termination shall not affect any liability or other obligation that have accrued prior to such termination, including, but not limited to, any liability for loss or damage on account of a prior breach. Without limiting the generality of the foregoing, the Parties specifically agree that the rights and duties contemplated in Sections 2-5, 7, and 10-16 shall survive termination of this Agreement for any reason.
This Agreement may be amended only in a subsequent writing signed by each of the Parties hereto.
This Agreement may be executed in any number of identical counterparts, any and all of which may contain the signature of less than all the Parties hereto, and all of which may be construed together as but a single instrument. Signatures transmitted by commercial electronic signature method (e.g., Docusign), as emailed PDF copies, or by facsimile, or on-line indications of agreement through clicking an “I AGREE” box and typing in required information shall be binding as originals, and each Party hereby waives any defenses to the enforcement of the terms of this Agreement executed or agreed to in such ways.
Headings used herein are for convenience only and they do not alter, limit, expand or in any way affect the provisions hereof.
Whenever the context so requires, the singular shall include the plural and vice versa. All words and phrases shall be construed as masculine, feminine or neuter gender, according to the context. Whenever the term “include,” “including,” or “included” is used in this Agreement, it shall mean “including without limiting the generality of the foregoing”. The recitals contained in this Agreement are, and shall be construed to be, an integral part of this Agreement. A “business day” under this Agreement shall mean any day other than a Saturday, Sunday or a holiday under U.S., and/or Ohio law. Any period of time for an act or notice under this Agreement which ends or is on a day which is not a business day may be timely performed on the next following business day.