Terms of Service
This Agreement constitutes a legal agreement between you ("you" or "User") and Saucer LLC d/b/a Saucer and its affiliates, parents, and subsidiaries (collectively, "Saucer" or "us"). This Agreement governs your use of our services and platform offered through our website located at www.getSaucer.com (the "Website"), and the mobile applications offered by us (the "Apps"). Our services, platform, Site and Apps are collectively referred to as the "Saucer Platform".
By accessing, using or registering with the Saucer Platform or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. If you do not agree to accept and be bound by this Agreement, you must immediately stop using the Saucer Platform. Saucer's acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by Saucer, acceptance is expressly limited to this Agreement.
1. The Saucer Platform.
The Saucer Platform is a technology platform that:
- a. makes available certain home services to individuals seeking to obtain home services ("Requester" or “Requesters”) that Saucer makes available using independently-established home service providers customarily engaged in a trade, occupation and/or business of providing the services requested ("Professional" or “Professionals").
- b. enables Professionals to run a service business including without limitation CRM, scheduling, billing, invoicing, and payment integration functions, all as further described on the Website (the “Service”) and the underlying hardware, software, network storage, and related technology required to run the Service is provided by Saucer and its third-party vendors and hosting partners.
2. Screening and Licensing.
FOR PROFESSIONALS THAT REGISTER TO USE THE Saucer PLATFORM IN THEIR INDIVIDUAL CAPACITY, Saucer PROVIDES PROFESSIONALS WITH THE OPTION TO OBTAIN BACKGROUND CHECKS VIA THIRD PARTY BACKGROUND CHECK SERVICES. FOR PROFESSIONALS THAT CHOOSE TO OBTAIN THE BACKGROUND CHECK, BACKGROUND CHECKS ARE LIMITED TO THE OWNER/PRINCIPAL OF THE COMPANY. Each Requester should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know...
3. Personal Information & User Accounts.
b. Account, Password and Security. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or us for accessing the Saucer Platform. You are solely and fully responsible for all activities that occur under your password or account, except that Saucer may, in certain circumstances, access your account to make changes that you request, such as rescheduling a Service appointment. Saucer has no control over the use of any User's account by the User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at [email protected].
c. Text Messages and Phone Calls. (i) General: By using the Saucer platform, you expressly consent and agree to accept and receive communications from us, including via fax, text (SMS) messages, calls, push notifications and other reasonable means at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, in order that we may provide the services set forth on the Saucer Platform, to service your account, to reasonably address matters pertaining to your account. By consenting to being contacted by Saucer, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages, sent by or on behalf of Saucer, its affiliates, subsidiaries, parents and/or Users/Professionals, including but not limited to: operational communications concerning your account or use of the Saucer Platform or Services, updates concerning new and existing features on the Saucer Platform, communications concerning promotions run by us, and news concerning Saucer and industry developments. You agree that by using the Saucer Platform and requesting Professional Services, you are entering into a business relationship with Saucer and/or Professionals and thus agree to be contacted by Saucer and/or Professionals. You acknowledge that you are not required to consent to receive promotional messages or phone calls as a condition of using the Saucer Platform or the Services. You may opt-out of receiving promotional or marketing texts or calls any time. (iv) False Information. TO KNOWINGLY INPUT FALSE INFORMATION, INCLUDING BUT NOT LIMITED TO NAME, PHONE NUMBER, ADDRESS OR E-MAIL ADDRESS OR PROFESSIONAL CREDENTIALS IS A VERY SERIOUS AND FRAUDULENT MATTER THAT COULD RESULT IN SIGNIFICANT COSTS AND DAMAGES INCLUDING INVASION OF PRIVACY RIGHTS, TO Saucer AND THE PROFESSIONALS, AND TO REQUESTORS, AND TO CONSUMERS, AS WELL AS THE LOSS OF TIME, EFFORT AND EXPENSE RESPONDING TO AND PURSUING SUCH FALSE INFORMATION AND REQUEST, AND FURTHER, COULD RESULT IN REGULATORY FINES AND PENALTIES. ACCORDINGLY, IF YOU KNOWINGLY INPUT FALSE INFORMATION IN THE PLATFORM, INCLUDING BUT NOT LIMITED TO SOME ONE ELSE'S NAME, E-MAIL ADDRESS, PHYSICAL ADDRESS OR PHONE NUMBER OR A RANDOM OR MADE UP NAME, ADDRESS, E-MAIL OR PHONE NUMBER, OR PROFESSIONAL CREDENTIALS, OR LICENSE INFORMATION, OR INSURANCE INFORMATION, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO Saucer AND EACH PROFESSIONAL WHO PROVIDES SUCH PROFESSIONAL SERVICES, FOR THE GREATER OF: (1) A MINIMUM AMOUNT OF \$11,000 TO EACH OF Saucer AND EACH OF THE AFFECTED PROFESSIONALS AND FOR EACH OF THE ACTUAL PERSON(S) AFFECTED BY ANY OF THE IMPROPER, INCORRECT OR FRAUDULENT INFORMATION YOU ENTER (FOR EXAMPLE THE ACTUAL OWNER OF THE E-MAIL ADDRESS OR PHONE NUMBER, ETC.), PER IMPROPER SUBMISSION, PLUS ANY ATTORNEYS FEES COSTS AND EXPENSE RELATING THERETO, IF APPLICABLE, OR (2) THE ACTUAL DAMAGES, DIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH INTENTIONAL, MISLEADING, HARMFUL AND FRAUDULENT ACTIVITY, PLUS REASONABLE LEGAL FEES, COST AND EXPENSES RELATING THERETO, WHICH EVER IS GREATER.
a. Requestor Payments. Requesters are obligated to pay for Professional Services and/or Merchandise they obtain through Professionals on the Saucer Platform ("Payments"). We may provide access to use of third party services to process credit card information on behalf of the Professional. By accepting this Agreement, you are giving Saucer and or or Professionals (or a third-party payment processor on Saucer's behalf) permission to charge your on-file credit card, debit card, or other approved methods of payment for fees that you owe Saucer or Professionals. Depending on the transaction you selected or services requested, you may be charged on a one-time or recurring basis. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Professional Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Saucer and or or Professionals at the prices in effect when such charges are incurred.
b. Professional Payments. Professionals may elect to use the payment solution which assists Professionals with accepting and processing payments from Requestors and customers, and which is provided by a third party payment processor. Saucer is not a bank or other financial institution but is instead a supplier of the Service. By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor. The Payments Service is made available to Users in good standing, and at the sole discretion of Saucer at all times. IN ORDER TO USE THE PAYMENTS SERVICE PROVIDED BY STRIPE, YOU MUST FIRST AGREE TO THE STRIPE CONNECTED ACCOUNT AGREEMENT AND THE STRIPE SERVICES AGREEMENT APPLICABLE IN YOUR JURISDICTION, AND ANY OTHER APPLICABLE STRIPE TERMS INDICTED THEREIN (“STRIPE TERMS”), ALL OF WHICH ARE HEREBY INCORPORATED BY REFERENCE INTO THESE PAYMENT SERVICE TERMS. BY ORDERING, REGISTERING FOR, OR USING THE PAYMENTS SERVICE, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE READ THE STRIPE TERMS AND AGREE TO BE BOUND BY THEM.
b. Refunds. No refunds or credits will be provided once the Requester's credit card has been charged, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances.
c. Chargebacks. A chargeback is a disputed charge raised by a Requestor which is raised with their credit card company and can be on a variety of grounds including contesting a transaction as fraudulent, unrecognized or a duplicate charge, or in relation to non-receipt of products or services or poor quality of the same. Professionals are solely responsible for all reversed or charged back transactions, including any processing fees levied by the card company, with Requestors regardless of the reason for, or timing of, the reversal or chargeback and have primary responsibility for responding to and contesting (if applicable) any chargeback in respect of a transaction to which you are a party. You can do this by contacting the applicable customer and/or submitting evidence to validate a transaction directly with the customer’s card provider. In the event that you do not promptly address a chargeback, you hereby grant Saucer the ongoing right and authorization to collect and submit, in its sole discretion, relevant information and evidence from your Saucer account to the applicable card company in order to address any disputed charge
d. Price. The price for a Professional Service ("Price") depends on factors, such as billing method, contract term, and billing frequency. It is important that Requestors work with the Professional to have a clear understanding of the price for services before, during and after work is completed.
5. Third-Party Links and Plug-ins.
YOU ACCESS THIRD-PARTY SITES AT YOUR OWN RISK. Saucer EXPRESSLY DISCLAIMS ANY LIABILITY ARISING IN CONNECTION WITH YOUR USE AND/OR VIEWING OF ANY THIRD-PARTY SITES, AND YOU HEREBY AGREE TO HOLD Saucer HARMLESS FROM ANY LIABILITY THAT MAY RESULT FROM THIRD-PARTY SITES.
8. Rules for Use of the Saucer Platform.
During the term of this Agreement, Requesters may use the Saucer Platform for your personal use only (or for the use of a person, including a company or other organization that you validly represent). Requesters may use the Saucer Platform to request Professional Services solely with respect to a location where the Requester is legally authorized to have Professional Services performed. You shall NOT use the Saucer Platform to do any of the following:
- Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
- Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other Users.
- Post a review or rating unless such review or rating contains your independent, honest, genuine opinion.
- Use the Saucer Platform or any Professional Service for any purpose or in any manner that is in violation of local, state, national, or international law.
- Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.
- Use the Saucer Platform to collect usernames and/or email addresses of members by electronic or other means without our express prior written consent.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.
- Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
- Download any file or data of another User that you know, or reasonably should know, is not your own.
- Restrict or inhibit any other User from using and enjoying the Saucer Platform.
- Imply or state that any statements you make are endorsed by us, without our prior written consent.
- Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the Saucer Platform, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Saucer Platform in any manner, or attempt to do any of the foregoing.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.
- Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of 18, in an abusive, violent or sexual manner.
- Register to use the Saucer Platform under different usernames or identities, after your account has been suspended or terminated.
- Mirror or archive any part of the Saucer Platform or any content or material contained on the Saucer Platform without Saucer's written permission.
- Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message.
- Alter transmission data without Saucer consent.
- No employee, independent contractor, agent, or affiliate of any company providing software services for home service businesses is permitted to view, access, or use any portion of the Service without express written permission from Saucer. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Saucer or any of its affiliates, or acting on behalf of a competitor of Saucer in using or accessing the Service.
9. No Employment
Saucer provides a software platform which allows you to obtain certain home services to be completed by independent Professionals, who create a direct contract with you by accepting your request for Professional Services subject to further negotiation of terms between you and the Professional.
Saucer is not the employer of any Professional and Professionals are not Saucer's agents for any purpose whatsoever. You acknowledge that we do not supervise, direct, or control a Professional's work or Professional Services performed in any manner.
10. The App / Mobile Devices
The Saucer Platform may allow you to access our services, download our Apps, upload content to the Saucer Platform, and receive messages on your mobile device (collectively "Mobile Features"). Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device.
In addition, your mobile device carrier may charge you for standard messaging, data, and other fees to participate in Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact your mobile device carrier with any other questions regarding these issues.
a. Incompatible Devices
Saucer is not liable if you do not have a compatible mobile device or if you download the wrong version of an App for your mobile device. Saucer reserves the right to terminate the use of the Apps or any other aspect of the Saucer Platform should you be using the Apps or the Saucer Platform with an incompatible or unauthorized device.
11. Modifications to the Saucer Platform
We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Saucer Platform or any content or information on the Saucer Platform with or without notice. We will not be liable to any party for any modification or discontinuance of the Saucer Platform.
You hereby agree to indemnify, defend and hold harmless Saucer, its partners, shareholders, directors, officers, employees, and agents harmless from and against any and all third-party suits, actions, investigations and proceedings, and related costs and expenses (including reasonable attorney's fees) resulting solely and directly from the indemnifying party's negligence or willful misconduct.
Saucer shall be required hereunder to defend, indemnify or hold harmless the other and/or its partners, shareholders, directors, officers, directors, employees and agents, or any of them, from any liability resulting from the negligence or wrongful acts of the party seeking indemnification or of any third-party.
13. Limitations of Liability
a. USE OF THE Saucer PLATFORM IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE Saucer PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER Saucer NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS WARRANT THAT THE Saucer PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE Saucer PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY PROFESSIONAL'S REGISTRATION, PROFESSIONAL ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Saucer PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROFESSIONAL SERVICES, ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE Saucer PLATFORM OR THIS AGREEMENT. ACCESS TO THE Saucer PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER Saucer NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE Saucer PLATFORM. NEITHER Saucer NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS WARRANT THAT THE Saucer PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. Saucer AND ITS AFFILIATES, SUBSIDIARIES, PARENTS AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
b. NO LIABILITY. YOU AGREE NOT TO HOLD Saucer, ITS AFFILIATES, ITS PARENTS, ITS SUBSIDIARIES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE Saucer PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY Saucer OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL Saucer OR MEMBERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE Saucer PLATFORM OR ANY PROFESSIONAL SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. EXCEPT UNDER NO CIRCUMSTANCES WILL Saucer OR MEMBERS BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE Saucer PLATFORM OR ANY PROFESSIONAL SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. Saucer AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE Saucer PLATFORM, THE PROFESSIONAL SERVICES, THE MERCHANDISE OR THIS AGREEMENT.
c. RELEASE. Saucer AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE Saucer PLATFORM. TO THE EXTENT THAT THE Saucer PLATFORM CONNECTS A USER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING OR OBTAINING MERCHANDISE HEREUNDER, Saucer WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE Saucer FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH SUCH THIRD PARTY PROVIDERS. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE Saucer (AND OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES, AND PARENTS) FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
d. ADDITIONAL DISCLAIMER. WITHOUT LIMITING ANYTHING HEREIN, YOU HEREBY EXPRESSLY AND VOLUNTARILY RELEASE Saucer FROM ANY LIABILITY RELATED TO OR ARISING FROM ACTS OR OMISSIONS OF USERS OR THIRD PARTIES THAT ARE BEYOND THE CONTROL OF Saucer. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." IF YOU ARE A RESIDENT OF A STATE OTHER THAN CALIFORNIA, YOU EXPLICITLY WAIVE THE TERMS AND PROTECTIONS OF ANY STATUTE OF YOUR OWN STATE THAT HAS A SIMILAR IMPORT OR INTENT.
YOU ACCEPT THAT, AS A CORPORATION, Saucer HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST Saucer'S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
14. Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY Saucer, Saucer MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT. Furthermore, Saucer makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. Saucer makes no warranty that operation of the Software Product will be secure, error free, or free from interruption.
YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. You bear sole responsibility and all liability for any loss incurred due to failure of the Software Product to meet your requirements.
Saucer WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
15. Confidential Information
The parties acknowledge and agree that during the performance of the Services or additional services under this Agreement, each may gain access to or come into possession of the other party's confidential information. This information may include trade secrets, proprietary data, or other confidential material. Any materials used in an engagement under this Agreement cannot be altered or changed without the consent of both parties.
16. No Partnership
Nothing in this Agreement should be interpreted as establishing a joint venture, partnership, or principal-agent relationship between you and Saucer. Neither party has the authority to obligate or bind the other in any manner, unless otherwise agreed to in writing.
17. Mutual Arbitration Agreement
a. Informal Negotiations. To expedite the resolution and minimize the cost of any dispute, controversy, or claim, whether past, present, or future, between you and Saucer, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), you and Saucer will attempt to negotiate any Dispute informally ("Informal Negotiations") before initiating any arbitration or court proceeding. Informal Negotiations will begin upon written notice.
b. Arbitration. If a Dispute is not resolved through Informal Negotiations, you and Saucer agree to resolve all Disputes (except those expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). The Arbitration Agreement is governed by the Federal Arbitration Act and indicates a transaction involving commerce. Arbitration will be conducted by a single arbitrator under the Commercial Arbitration Rules ("AAA Rules") of the American Arbitration Association ("AAA"), and where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"). Arbitration fees and your share of arbitrator compensation are governed by the AAA Rules. Each party will bear the cost of their own attorneys, subject to remedies under applicable law. The arbitrator's decision will be in writing, and the arbitrator will have exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this Arbitration Agreement.
c. Excluded Disputes. Disputes related to the enforcement or validity of intellectual property rights, individual claims in small claims court, claims that federal statutes expressly state cannot be arbitrated, and claims for temporary or preliminary injunctive relief are excluded from this Arbitration Agreement.
d. Class Action Waiver. Both parties agree to arbitrate Disputes on an individual basis only and not as a class or collective action. There is no right to bring, hear, or arbitrate a Dispute as a class or collective action. The interpretation, applicability, enforceability, or formation of the Class Action Waiver can only be determined by a court, not an arbitrator.
e. Rules and Standards. Any party wishing to arbitrate must initiate proceedings before the statute of limitations under applicable law expires. The arbitrator will apply the same statute of limitations that would have been applied in court. Remedies are limited to those available under applicable law to individuals. The arbitrator cannot apply different substantive law. Parties may conduct civil discovery and present witnesses and evidence. The arbitration location will be in your city or county of residence, unless both parties agree otherwise. A court with jurisdiction can enter a judgment based on the arbitrator's decision.
f. Severability. Should any part of this "Mutual Arbitration Agreement" section be found illegal or unenforceable, that part will be severed, and the remainder will be given full force and effect.
18. Governing Law
With the exception of the Arbitration Agreement outlined in Section 19, which is governed by the Federal Arbitration Act, and barring any prohibition by the law of the State in which you primarily reside, this Agreement is regulated and interpreted according to the laws of the State of Florida, United States of America. This applies regardless of any principles of conflicts of law. For all Disputes not subject to arbitration, you agree to be subject to the personal and exclusive jurisdiction and venue of the courts situated within Walton County, Florida.
You may not assign or transfer this Agreement without our prior written consent. However, we have the right to assign or transfer this Agreement without requiring your approval. This includes, but is not limited to, assignments to a parent or subsidiary company, to an acquirer of assets, or to any other successor or acquirer. Any assignment done in violation of this section will be considered null and void. This Agreement will benefit any permitted successors and assigns.
20. Changes to this Agreement
We hold the exclusive right to alter, modify, add to, supplement, or delete any terms and conditions of this Agreement at any time, either with or without prior notice. If you find any future changes to this Agreement unacceptable or non-compliant, you must immediately cease using the Saucer Platform and terminate your agreement. Your sustained use of the Saucer Platform following any modifications to this Agreement will be taken as your complete and irrevocable acceptance of all such changes.
Should any provision of this Agreement be found invalid or unenforceable, the rest of the Agreement will continue to be in full force and effect. Where express or implied restrictions are not allowed by relevant laws, such restrictions will stay in force to the fullest extent permitted by those laws.