PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE IS SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE WEBSITE IN ANY MANNER.
Backstop Solutions Group, LLC
Last Updated: May 14, 2021
Changes to These Terms. We may modify these Terms at any time and without notice to you by posting the modification on the Site and updating the “Last Updated” date at the top of these Terms. If you don’t agree with the new Terms, then you must stop using the Site. Your continued use of the Site after such changes constitutes your acceptance of the modified Terms.
Privacy. For Backstop’s current Privacy Notice, which includes information and notices concerning Backstop’s collection and use of your personal information, please see our Privacy Notice.
Products and Services. These Terms do not govern your access to or use of any products or services that may be offered by Backstop from or in connection with the Site, which are subject to their own terms and conditions. For example, our online suite of productivity solutions (the “Service”) are only available to paying subscribers, and each subscriber is required to enter into an agreement (the “Subscription Agreement”) with Backstop that governs access to and use of the Service. If there is a conflict between these Terms and the terms of the Subscription Agreement, the Subscription Agreement will control with respect to your access to and use of the Service.
Ownership. The Site is protected by copyright, trademark, and other laws of the United States and foreign countries. The materials displayed or available on or through the Site, including, but not limited to, text, information, data, articles, videos, graphics, images and so forth included therein, are also protected by copyright and/or other intellectual property laws. You acknowledge and agree that, as between you and Backstop, the Site and all associated intellectual property and moral rights are the exclusive property of Backstop and its suppliers.
Use of the Site. You may use the Site only for its intended purpose and solely in accordance with these Terms. Subject to your compliance with these Terms, you may view, download and print the materials we make available on the Site, solely for your own personal, non-commercial use, not on behalf of or for benefit of a third party and not for competitive purposes. You may not sublicense these rights.
Restrictions. Your use of the Site is subject to the following additional restrictions:
You may only use the Site in a manner that complies with all laws and regulations that apply to you, including applicable export control and data privacy laws.
You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, and you will abide by all copyright notices, trademark rules, information, and restrictions contained in the Site.
You may not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content available on or through the Site in a way that violates someone else’s (including Backstop’s) rights.
You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit the Site.
You may not use the Site in a manner that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
You may not access or use the Site for monitoring or evaluating the availability, performance, functionality, security, or other aspects of the Site, or for any other benchmarking or competitive purposes.
You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site.
You may not reverse look-up, trace or seek to trace any information on any other visitor to the Site to its source, or exploit the Site or information made available by or through the Site in any way where the purpose is to reveal any information you would not otherwise have access to, including others’ personal information.
Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site or Service (“Feedback”). You may submit Feedback through the Contact Us section of the Site. If you provide us with any Feedback (whether through a direct email or otherwise), then you acknowledge and agree that all Feedback will be the sole and exclusive property of Backstop and you hereby irrevocably assign to Backstop and agree to irrevocably assign to Backstop all of your right, title and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights and other proprietary or intellectual property rights therein.
Warranty Disclaimer. NEITHER BACKSTOP NOR ITS LICENSORS OR SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SITE. THE SITE IS PROVIDED BY BACKSTOP (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL BACKSTOP (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $100, OR (C) ANY MATTER BEYOND BACKSTOP’S REASONABLE CONTROL.
Indemnity. To the fullest extent not prohibited by applicable law, you agree to indemnify and hold Backstop and its affiliates, officers, agents, employees and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or related to any third-party claims, suits or actions relating to your use of the Site or your violation of these Terms.
Choice of Law; Venue. These Terms are governed by and will be construed under the laws of the State of Illinois, without regard to the conflicts of laws provisions thereof. Any claims or disputes that are not subject to arbitration as set forth below will be brought exclusively in the state and/or federal courts located in Cook County, Illinois.
Arbitration Agreement. THE FOLLOWING SECTION WILL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY AS IT REQUIRES YOU TO ARBITRATE DISPUTES AND CLAIMS WITH BACKSTOP AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM BACKSTOP.
- Arbitration Rules; Applicability. Any claim or dispute arising out of or relating to the Site, your relationship with Backstop and/or the subject matter of these Terms shall be finally settled by binding arbitration in Cook County, Illinois. The arbitration will be conducted in the English language, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, which arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such rules. The existence and content of the dispute, the arbitral proceedings and any rulings or award shall be kept strictly confidential except that either party may disclose such information (i) to the extent that disclosure may be required of a party to fulfill a legal duty or right, (ii) to enforce or challenge an award in a bona fide legal proceeding as authorized herein, and/or (iii) to such party’s professional advisors, provided such advisors are bound by confidentiality obligations at least as restrictive as those set forth herein. In addition, Backstop may disclose such information to Backstop’s current and potential investors who have been advised of the confidential nature of such information. The arbitrator shall have the authority to award any and all available remedies, whether provisional or final, legal or equitable, including conservatory relief and injunctive relief. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. This provision does not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
- Costs of Arbitration. The JAMS rules will govern payment of all arbitration fees. Backstop will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
- Waiver of Jury Trial.YOU AND BACKSTOP WAIVE ALL RIGHTS (WHETHER CONSTITUTIONAL, STATUTORY, OR OTHERWISE) TO GO TO COURT AND CONDUCT A TRIAL IN FRONT OF A JUDGE OR JURY. YOU AND BACKSTOP ARE INSTEAD CHOOSING TO HAVE CLAIMS AND DISPUTES RESOLVED BY ARBITRATION. TO THE EXTENT YOU OR BACKSTOP SEEK TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE SUBMIT ANY DISPUTE IN A COURT OF COMPETENT JURISDICTION, YOU AND BACKSTOP WAIVE ALL RIGHTS TO A JURY TRIAL AND ELECT INSTEAD TO HAVE SUCH DISPUTE RESOLVED BY A JUDGE.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE INDIVIDUAL OR ENTITY CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL OR ENTITY.
Miscellaneous. The failure of either you or Backstop to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Backstop agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Backstop, and that they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Backstop, and you do not have any authority of any kind to bind Backstop in any respect whatsoever. You and Backstop agree there are no third party beneficiaries intended under these Terms.