PLEASE READ THESE TERMS CAREFULLY. ACCESS TO, AND Use of USABILLA products (“Products”), USABILLA services
(“SERVICES”), and the USABILLA Website HTTPS://APP.USABILLA.COM/ (“WEBSITE”), incLuding ANY OF its content,
must read, agree with, and accept all of the terms and conditions contained in these Terms. By creating an
account, OR BY using or visiting OUR Website, you ARE BOUND TO THESE TERMS AND YOU indicate your continued
acceptance of the Terms.
A SPECIAL NOTE ABOUT CHILDREN: Our Website is not designed or intended for use by children under the
age of 13, and our Products and Services may not be purchased by children under the age of 13. If you are
under 18, you should use the Website only with consent of a parent or guardian.
1. Your Usabilla Account.
If you create an account on the Website, you are responsible for maintaining the security of your
account, and you are fully responsible for all activities that occur under the account and any other
actions taken in connection with the account. You agree to provide and maintain accurate, current and
complete information, including your contact information for notices and other communications from us
and your payment information. You may not use false or misleading information in connection to your
account, or trade on the name or reputation of others, and Usabilla may change or remove any information
that it considers inappropriate or unlawful, or otherwise likely to expose Usabilla to claims of third
parties. You agree that we may take steps to verify the accuracy of information you have provided to us.
You are responsible for taking reasonable steps to maintain the confidentiality of your username and
password. You must immediately notify Usabilla of any unauthorized uses of your information, your
account or any other security breaches.
USABILLA WILL NOT LIABLE FOR ANY ACTS OR OMISSIONS BY YOU, INCLUDING ANY DAMAGES OF ANY KIND INCURRED AS A RESULT OF SUCH ACTS OR OMISSIONS
2. Responsibility of users of the Website, Products, and Services.
Your access to, and all of your use of the Website, Products, and Services must be lawful and must be in
compliance with these Terms, and any other agreement between you and Usabilla.
When accessing or using the Website, the Products, and/or the Services, you must behave in a civil and
respectful manner at all times. We specifically prohibit any use of the Website, Products, and/or
Services, and you agree not to use the Website, for any of the following:
- • Engaging in conduct that would constitute a criminal offense, giving rise to civil liability or
otherwise violate any city, state, national or international law or regulation that would fail to
comply with accepted Internet protocol;
- • Communicating, transmitting, or posting material that is copyrighted or otherwise owned by a third
party unless you are the copyright owner or have the permission of the owner to post it;
- • Communicating, transmitting, or posting material that reveals trade secrets, unless you own them
or have the permission of the owner;
- • Communicating, transmitting, or posting material that infringes on any other intellectual
property, privacy or publicity right of another;
- • Attempting to interfere in any way with the Website, or our networks or network security, or
attempting to use our Website to gain unauthorized access to any other computer system;
- • Accessing data not intended for you, or logging on to a server or account, which you are not
authorized to access;
- • Attempting to probe, scan or test the vulnerability of a system or network or to breach security
or authentication measures without proper authorization (or succeeding in such an attempt);
- • Attempting to interfere or interfering with the operation of the Website, Products, or Services,
or our provision of services to any other users of the Website, our hosting provider or our network,
including, without limitation, via means of submitting a virus to the Website, overloading,
“flooding”, “mail bombing” or “crashing” the Website; and
In addition, if you operate an account, contribute to an account, post material to the Website, post
links on the Website, or otherwise make material available by means of the Website (any such material,
"Content"), you are solely responsible for the content of, and any harm and damages resulting from that
Content. That is the case regardless of whether the Content in question constitutes text, graphics, an
audio file, or computer software. By making Content available, you represent and warrant that:
- • the downloading, copying and use of the Content will not infringe the proprietary rights,
including but not limited to the copyright, patent, trademark or trade secret rights, of any third
- • if your employer has rights to intellectual property you create, you have either (i) received
written permission from your employer to post or make available the Content, including but not
limited to any software, or (ii) secured from your employer a written waiver as to all rights in or
to the Content;
- • you have fully complied with any third-party licenses relating to the Content, and have done all
things necessary to successfully pass through to end users any required terms;
- • the Content does not contain or install any viruses, worms, malware, Trojan horses or other
harmful or destructive content;
- • the Content is not spam, and does not contain unethical or unwanted commercial content designed to
drive traffic to third party sites or boost the search engine rankings of third party sites, or to
further unethical or unlawful acts (such as phishing) or mislead recipients as to the source of the
material (such as spoofing);
- • the Content is not obscene, libelous, hateful or racially or ethnically objectionable, and does
not violate the privacy or publicity rights of any third party; and
If you delete Content, Usabilla will use reasonable efforts to remove it from the Website and our
servers, but you acknowledge that caching or references to the Content may not be made unavailable to
the public immediately.
You are responsible for taking precautions as necessary to protect yourself and your computer systems
from viruses, worms, Trojan horses, and other harmful or destructive content. Usabilla shall take
reasonable precautions to prevent the transmission of harmful content from its technology systems to
your technology systems.
USABILLA DISCLAIMS ANY LIABILITY FOR ANY HARM OR DAMAGES RESULTING FROM YOUR
ACCESS OR USE OF THE WEBSITE, PRODUCTS, OR
SERVICES, OR ACCESS OR USE OF NON-USABILLA WEBSITES.
Usabilla has the right (though not the obligation) to (i) refuse or remove any Content that, in
Usabilla’s reasonable opinion, violates any Usabilla policy or is in any way harmful or objectionable,
or (ii) terminate or deny access to and use of the Website, Products and/or Services, to any person for
any reason, in Usabilla’s sole discretion.
3. Fees and Payments.
By purchasing Products and/or Services, you agree to pay Usabilla annual subscription fees indicated for
such Product or Service. Payments will be due as of the first day you sign up for a Product and/or
Services, and will cover an annual period, as indicated when signing up.
Configurations and prices of the Website, Products, and/or Services are subject to change at any time,
and Usabilla shall at all times be entitled to modify configurations, fees, prices and quotations,
provided that no price changes shall be made applicable to you during a subscription term , and shall
only take effect after Usabilla and you have agreed upon an extension, upgrade or renewal of the
subscription term. You agree to any such changes if you do not object in writing to Usabilla within
seven (7) business days of receiving a notice of Usabilla, or an invoice, incorporating or announcing
the fee and/or price changes. All prices are exclusive of, and you shall pay, all taxes, duties, levies
or fees, or other similar charges imposed on Usabilla or yourself by any taxing authority (other than
taxes imposed on Usabilla’s income), related to your order, unless you have provided Usabilla with an
appropriate resale or exemption certificate for the delivery location, which is the location where the
Products and/or Services are used or performed. In case of changes in law such that a tax is levied that
is or becomes irrecoverable with a consequent increase to the costs to Usabilla of delivering the
Products and/or Services, whereby and to such an extent Usabilla is entitled to increase its prices
accordingly and retro-actively.
4. Use of Third Party Content and Materials.
Usabilla has not reviewed, and cannot review, all of the material, including computer software, posted to
the Website, and cannot therefore be responsible for that material’s content, use or effects. By
operating the Website, Usabilla does not represent or imply that it endorses the material there posted,
or that it believes such material to be accurate, useful or non-harmful. The Website may contain content
that is offensive, indecent, or otherwise objectionable, as well as content containing technical
inaccuracies, typographical mistakes, and other errors. The Website may also contain material that
violates the privacy or publicity rights, or infringes the intellectual property and other proprietary
rights, of third parties, or the downloading, copying or use of which is subject to additional terms and
conditions, stated or unstated. USABILLA DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM AND/OR DAMAGES
RESULTING FROM THE USE OR DOWNLOADING OF POSTINGS OF OTHER PARTIES ON THE WEBSITE.
5. Content Posted on Other Websites.
We have not reviewed, and cannot review, all of the material, including computer software, made available
through the websites and webpages to which Usabilla.com links, and that link to Usabilla.com. Usabilla
does not have any control over those non-Usabilla websites and webpages, and is not responsible for
their contents or their use. By linking to a non-Usabilla website or webpage, Usabilla does not
represent or imply that it endorses such website or webpage.
6. Copyright Infringement.
As Usabilla requires others to respect its intellectual property rights, it respects the intellectual
property rights of others. If you believe that material located on or linked to by the Website violates
your copyright, you are encouraged to notify Usabilla. Usabilla will, as it is able, respond to all such
notices, including as required or appropriate by removing the infringing material or disabling all links
to the infringing material. In order to bring infringing material to our attention, you must provide our
DMCA Agent with the following information: (a) an electronic or physical signature of the person
authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the
copyrighted work and the location on the Website of the allegedly infringing work; (c) a written
statement that you have a good faith belief that the disputed use is not authorized by the owner, its
agent or the law; (d) your name and contact information, including telephone number and email address;
and (e) a statement by you that the above information in your notice is accurate and, under penalty of
perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The contact information of our DMCA Agent for notice of claims of U.S. copyright infringement is:
Usabilla Inc., attn.: Usabilla DMCA agent, 228 East 45th Street, Suite 9E, New York, NY 10017, +
1-347-694-5321, email: firstname.lastname@example.org.
In the case of a user who may infringe or repeatedly infringes upon the copyrights or other intellectual
property rights of Usabilla or others, Usabilla may, in its discretion, terminate or deny access to and
use of the Website, Products, and/or Services. In the case of such termination, Usabilla will have no
obligation to provide a refund of any amounts previously paid to Usabilla to any person in respect of
any such termination.
Usabilla, the Usabilla logo, and all other trademarks, service marks, graphics and logos used in
connection with the Website, Products, or Services, are trademarks or registered trademarks of Usabilla
or Usabilla’s licensors. Other trademarks, service marks, graphics and logos used in connection with the
Website, Products, or Services, may be the trademarks of other third parties in which case such license
is for the exclusive benefit and use of us unless otherwise stated, or may be the property of their
respective owners. Your use of the Website grants you no right or license to reproduce or otherwise use
any Usabilla or third-party trademarks. Likewise, you grant no right or license to reproduce or
otherwise use any of your trademarks, service marks, graphics and/or logos , unless expressly authorized
by you .
You may terminate your agreement and close your account with Usabilla at any time, effective the last day
of your subscription term, by sending an email to email@example.com. Usabilla may terminate its
relationship with you, or may terminate or suspend the accessibility to the Website, Products, and the
Services at any time, including the use of any software, (i) if you breach these Terms and/or any other
agreement with Usabilla; (ii) if Usabilla reasonably suspects that you are using the Website, the
Products, or the Services to breach the law or infringe third party rights; (iii) if Usabilla reasonably
suspects that you are trying to unfairly exploit or misuse Usabilla’s policies; (iv) if Usabilla
reasonably suspects that you are using the Website, the Products, or Services fraudulently, or that
Products or Services provided to you are being used by a third party fraudulently; (v) if you fail to
pay any amounts due to Usabilla; (vi) you violate any applicable law or regulation. Upon termination of
your by Usabilla account for the above reasons, there will be no refund of fees and, you will be denied
access to the Website, Products and the Services, including all of its data.
Usabilla may terminate any agreement and access to your account, if the Services or any part thereof, are
no longer legally available in your jurisdiction, or are no longer commercially viable, at Usabilla’s
sole discretion. In case of termination or closing of your account by you because of a material breach
by Usabilla, by Usabilla without any default by you, or in case of a force majeure on the side of
Usabilla, Usabilla will refund pro rata for the remaining period of your subscription any fees or
expenses paid by you.
If you believe that Usabilla has failed to perform or the Services are defective, you must notify
Usabilla in writing and allow fourteen (14) days for Usabilla to cure the defect. If Usabilla cures the
defect within this cure period, Usabilla will not be in default and cannot be held liable for any
damages and/or losses in connection to such default. If Usabilla has not cured the defect within this
cure period, you may terminate the subscription with immediate effect, upon written notice to Usabilla.
The configurations and specifications of the Website, including without limitation all content there
available, the Products, and the Services may be amended and/or updated from time to time, at the sole
discretion of Usabilla. You are bound by any such changes or updates, unless such changes materially
diminish the functionality and value of the Website, Products and Services.
10. Limitation of warranties of Usabilla, its suppliers and its
USABILLA WARRANTS TO USABILLA CUSTOMERS OF PAID PRODUCTS AND/OR SERVICES, PROVIDED THAT SUCH CUSTOMERS
HAVE PAID ALL FEES DUE, AND ARE NOT OTHERWISE DEFAULTING ANY OBLIGATIONS TOWARDS USABILLA, AN
AVAILABILITY OF THE PRODUCTS AND/OR SERVICES OF 98 PERCENT (98%) PER MONTH (“UP-TIME”). IF FOR A REASON
SOLELY ATTRIBUTABLE TO USABILLA, THE UP-TIME IS NOT MET, USABILLA WILL CREDIT YOU AS “LIQUIDATED
DAMAGES”, $100 FOR EVERY DAY, OR PART OF THE DAY, THE PRODUCTS AND/OR SERVICES ARE NOT ACCESSIBLE IN
VIOLATION WITH THE UP-TIME. YOU AGREE YOU AGREE THAT IT WOULD BE DIFFICULT TO DETERMINE THE AMOUNT OF
DAMAGES THAT WILL BE SUFFERED BY YOU IF THE UP-TIME WILL NOT BE MET. YOU ALSO AGREE THAT THE ABOVE
COMPENSATION SCHEDULE WILL RESULT IN LIQUIDATED DAMAGES THAT BEAR A REASONABLE PROPORTION TO THE
PROBABLE LOSS AND THE AMOUNT OF YOUR ACTUAL LOSS. THE AFOREMENTIONED LIQUIDATED DAMAGES SHALL BE THE
SOLE AND EXCLUSIVE REMEDY IN THE EVENT THE UP-TIME HAS NOT BEEN MET BY USABILLA. HOWEVER, IF THE
PRODUCTS AND/OR SERVICES ARE NOT AVAILABLE TO YOU FOR A REASON SOLELY ATTRIBUTABLE TO USABILLA FOR A
CONTINUING PERIOD OF FIVE (5) DAYS OR MORE, YOU MAY TERMINATE YOUR AGREEMENT IN WRITING WITH IMMEDIATE
EFFECT, AND YOU MAY REQUEST RETURN OF FEES PAID BY YOU RELATED TO THE UNAVAILABLE PRODUCTS OR SERVICES,
PRO-RATA THE REMAINING UNUSED TERM OF YOUR AGREEMENT.
USABILLA, AND ITS LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE PRODUCT,
SERVICES, AND THE WEBSITE OR ANY LINKED SITE OR ITS CONTENT, INCLUDING THE CONTENT, INFORMATION AND
MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, INFORMATION AND MATERIALS.
WE ALSO DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF PRODUCTS, SERVICES, THE WEBSITE OR ANY
LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR
THAT THE PRODUCTS, SERVICES, OR WEBSITE, OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL
COMPONENTS. WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT
MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THE PRODUCTS OR
SERVICES, OR YOUR ACCESS TO, USE OF, OR BROWSING OF THE WEBSITE, OR YOUR DOWNLOADING OR UPLOADING OF ANY
CONTENT FROM OR TO THE WEBSITE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE REMEDY IS TO
DISCONTINUE USING THE WEBSITE.
WITHOUT LIMITING THE FOREGOING, THE PRODUCTS, SERVICES, AND ALL CONTENT ON THE WEBSITE, ARE PROVIDED “AS
IS,” WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE
PURSUANT TO APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, COURSE OF DEALING, COURSE
OF PERFORMANCE OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PRODUCTS, SERVICES, OR WEBSITE, IN WHOLE
OR IN PART, WILL MEET YOUR REQUIREMENTS. THE “AS IS” CONDITION OF THE PRODUCTS, SERVICES, AND THE
CONTENT, IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION RELATING TO PRODUCTS, SERVICES OR THE WEBSITE.
NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM USABILLA, OR THROUGH THE
WEBSITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. USABILLA DOES NOT NECESSARILY ENDORSE,
SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY CONTENT OR ANY USER CONTENT, OR ANY OPINION,
RECOMMENDATION, CONTENT, LINK, DATA OR ADVICE EXPRESSED OR IMPLIED THEREIN, AND USABILLA EXPRESSLY
DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT AND ANY OTHER CONTENT, MATERIALS OR
INFORMATION AVAILABLE ON OR THROUGH THE PRODUCTS, SERVICES, OR THE WEBSITE, CREATED OR PROVIDED BY USERS
OR OTHER THIRD PARTIES.
Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the
above exclusions may not apply to you. Check your local laws for any restrictions or limitations
regarding the exclusion of implied warranties.
11. Limitation of Liability of Usabilla, its Suppliers and its
UNDER NO CIRCUMSTANCES SHALL ANY PARTY, ITS SUBSIDIARIES AND AFFILIATES, THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES OR AGENTS, AND OTHER REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND BUSINESS
INTERRUPTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY FROM THE USE OF A
PRODUCT, SERVICES OR THE WEBSITE, OR THE CONTENTS THEREOF, OR OF ANY HYPERLINKED WEBSITE EVEN IF SUCH
PARTY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITH THE EXCEPTION OF DAMAGES RELATED TO
LEGALLY PROVEN OR ADMITTED INTELLECTUAL PROPERTY INFRINGEMENT CAUSED BY PRODUCTS OR SERVICES AS
DELIVERED BY A PARTY WITHOUT ANY THIRD PARTY CONTENT, IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE
TOTAL SUMS RECEIVED BY USABILLA FROM YOU DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE
DAMAGES FIRST OCCURRED.
12. Your Representations and Warranties.
You represent and warrant that your use of the Website, Products, and Services, will be in accordance
applicable laws and regulations, including without limitation any local laws or regulations in your
country, state, city, or other governmental area, regarding online conduct and acceptable content, and
including all applicable laws regarding the transmission of technical data exported from the country in
which you reside, and with any other applicable policy or terms and conditions.
Subject to the limitations set forth herein, the Parties agree to defend, indemnify, and hold each other
harmless, including its subsidiaries and affiliates, their respective directors, officers, employees or
agents, and other representatives, from and against all claims, losses, damages, liabilities, and costs
(including but not limited to reasonable attorneys’ fees and court costs), arising out of, relating to
or in connection with (i) a material violation of these Terms, or any agreement between the Parties , or
(ii) any allegation that any information or material (including any Content) violates any rights of any
You understand and agree by using Products and/or Services, you are solely responsible for any data,
including personally identifiable information, collected or processed via our Products and/or Services.
You will defend, indemnify, and hold Usabilla harmless, without any limitation, for all damages in
connection to (alleged) violations of any privacy laws through the use of Products and/or Services under
Each party shall take out adequate insurance in order to cover its risks hereunder, including but not
limited to a general- and product liability insurance.
Usabilla will not be liable for any delay in performing or failure to perform any of its obligations to
you caused by events beyond its reasonable control. Usabilla will notify you promptly in writing of the
reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to
overcome the delay or stoppage.
If you are located in the United States and use or access our Products or Services from the United
States, these Terms, the Software, and the Services and any and all agreements between you and Usabilla,
shall be governed by and construed in accordance with the laws of the state of New York, without giving
effect to the United Nations Convention on the Contracts for the International Sale of Goods. All
disputes between you and Usabilla shall be resolved under the International Arbitration Rules of the
American Arbitration Association in front of a sole arbitrator. The place of arbitration shall be New
York, New York. The language of the arbitration shall be English. Any award, verdict or settlement
issued under such arbitration may be entered by any party for order of enforcement by any court of
If you are located outside the United States and use or access our Products or Services from outside the
United States, these Terms, the Software, and the Services and any and all agreements between you and
Usabilla, shall be governed by and construed in accordance with the laws of the Netherlands, without
giving effect to the United Nations Convention on the Contracts for the International Sale of Goods. All
disputes between you and Usabilla shall be exclusively resolved by the Dutch Courts in Amsterdam.
ANY CAUSE OF ACTION AGAINST A PARTY, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE
WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY
If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the
parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by
either party of any term or condition of these Terms or any breach thereof, in any one instance, will
not waive such term or condition or any subsequent breach thereof. You may only assign your rights under
these Terms to any party that consents to, and agrees to be bound by, the terms hereof in writing.
Usabilla may assign its rights under these Terms at its sole discretion. These Terms will be binding
upon and will inure to the benefit of the parties, their successors and permitted assigns. You agree
that no joint venture, partnership, employment, or agency relationship exists between you and us as a
result of the Terms, or your use of the Website, Products, or Services.