Terms of Use

Revised:May 21, 2019

  1. ACCEPTANCE OF TERMS

EtherLabs, Inc. (“Ether”) offers a collaboration service that leverages media analytics and machine learning to summarize, store and circulate key interactions between meeting participants (“Meeting Participants”) through its proprietary online platform accessible from the website and associated domains of https://www.etherlabs.io (“Platform”) and Ether’s desktop or mobile applications (“Apps”), all of which as may be updated from time-to-time, including any successor websites and domains, and web, mobile or desktop applications (the Platform together with the Apps, the “Service”). Any access to or use of the Service is subject to the terms and conditions in this Terms of Use (“TOU”). Ether may, at its discretion, update the TOU at any time. You can access and review the most current version of the TOU at the URL for this page or by clicking on the “Terms of Use” link within the Service or as otherwise made available by Ether.

PLEASE REVIEW THE TOU CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TOU, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU ARE ENTERING INTO THE TOU ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TOU, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE TOU, YOU MAY NOT ACCESS OR USE THE SERVICE, AND YOU MUST UNINSTALL ANY COMPONENTS OF THE SERVICE FROM ANY DEVICE WITHIN YOUR CUSTODY OR CONTROL.

THE TOU REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOU (EACH, A “CLAIM”), AND YOU AGREE THAT ANY SUCH CLAIM SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 22 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

You represent and warrant that you are: (a) over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (b) of legal age to form a binding contract; and (c) not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction.

  1. Other Agreements

If you are accessing or using the Service through your affiliation with an organization that has entered into an enterprise agreement for access to the Service, then your access to and use of the Service may be subject to an enterprise agreement between Ether and such organization (the “Enterprise Agreement”). Your access to and use of the Service is further subject to the Ether Privacy Policy, any terms agreed to by Ether and you regarding the scope of access to and use of the Service and/or Ether’s provision of support services to you, any usage or other policies relating to the Service posted or otherwise made available to you by Ether (together with the Enterprise Agreement, “Additional Terms”). The Additional Terms are part of the TOU and are hereby incorporated by reference, and you agree to be bound by the Additional Terms.

  1. Grant of Rights
    1. Ether grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view pages within the Service.
    2. To the extent that the Service provides access to any online software, applications or other similar components, Ether grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components only within the Service and only in the form found within the Service.
    3. Ether grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, run and use the Apps on a device that you own and control, in executable, machine-readable, object code form only.
    4. All rights granted to you under this TOU are subject to your compliance with the TOU and all Additional Terms in all material respects and may only be exercised by you for your personal, non-commercial use or internal business purposes.
  2. IOS Mobile Apps
    1. If any App is downloaded by you from the iTunes App Store (each, an “iOS App”), the license in Section 3(c) with respect to such iOS App is further subject to your compliance in all material respects with the terms and conditions of the Usage Rules set forth in the iTunes App Store Terms of Service.
    2. With respect to any iOS App, you and Ether acknowledge that this TOU is concluded between you and Ether only, and not with Apple Inc. (“Apple”), and Apple is not responsible for iOS Apps and the contents thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to iOS Apps. Ether, not Apple, is responsible for addressing any claims from you or any third party relating to iOS Apps or your possession and/or use of iOS Apps, including product liability claims, any claim that iOS Apps fail to conform to any applicable legal or regulatory requirement and claims arising under consumer protection or similar legislation. Apple and Apple’s subsidiaries are third-party beneficiaries of this TOU with respect to iOS Apps, and Apple shall have the right (and will be deemed to have accepted the right) to enforce this TOU against you as a third-party beneficiary hereof with respect to iOS Apps. Ether, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claim attributable to iOS Apps.
  3. Third Party Software

Some components of the Service may be provided with or have incorporated into them third-party software licensed under open source license agreements (“Open Source Software”) or other third-party license terms (together with Open Source Software, “Third-Party Software”). You acknowledge and agree that: (a) Ether has no proprietary interest in any Third-Party Software; (b) notwithstanding anything to the contrary, any Third-Party Software is provided “as is,” “as available,” with all faults;  (c) neither the licensor of Open Source Software nor Ether shall be liable for any direct, indirect, incidental, special, punitive or consequential damages, or lost profits or cost of cover, relating to or arising from Open Source Software, including any access to or use of Open Source Software; and (d) Third-Party Software may be subject to separate terms and conditions set forth in the respective license agreements relating to such software. For more information regarding Third-Party Software, please visit this page.

  1. Support

Except as explicitly agreed by Ether in any applicable Additional Terms, Ether is not obligated to provide you any support for the Service, and the TOU does not entitle you to any support for the Service.

  1. PERSONAL INFORMATION and Consent of Meeting Participants
    1. You acknowledge and agree that by accessing or using the Service, Ether may receive certain information about you and your Meeting Participants, including personal information, and Ether may collect, use, disclose, store and process such information in accordance with the Ether Privacy Policy.
    2. You must: (i) advise all Meeting Participants that their participation in meetings may be recorded, transcribed and processed by the Service, and such activities are subject to the TOU and Ether Privacy Policy; and (ii) obtain express, written consents from all Meeting Participants outside the United States for their personal information to be transmitted to, stored, processed and otherwise used on servers in the United States.
  2. Registration and Account
    1. Ether may enable you to access and browse the Service without registering, but some features may not be accessible unless you register. In registering for the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Ether reasonably suspects that you have done so, Ether may suspend or terminate your account.
    2. You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use or user, and regardless of your knowledge of such use. You agree to notify Ether immediately of any unauthorized use of your account or password or any other similar breach of security.
    3. If your account remains inactive for three months or longer, Ether reserves the right to suspend or terminate your account, with or without notice to you, and delete your Content (as defined in Section 9(a)), all without liability to you.
  3. RESPONSIBILITY FOR CONTENT
    1. You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not Ether, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service, including all Content made available by your Meeting Participants (“Your Content”), and other users of the Service, and not Ether, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service (“User Content”).
    2. You acknowledge and agree that Ether has no obligation to pre-screen Content (including Your Content and User Content), although Ether reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, Ether shall have the right to remove any Content that violates the TOU or that it deems objectionable.
    3. You represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in the TOU with respect to Your Content, including the Ether’s rights to store, transmit, process, and use Your Content in accordance with this TOU; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.
    4. You agree to comply, and you will require your Meeting Participants to comply, with all applicable laws regarding the privacy of communications occurring during your use of the Service including informing Meeting Participants that they are being recorded though the Service and honoring any requests by your Meeting Participants as required by law.
  4. RIGHTS TO CONTENT
    1. Ether does not claim ownership of Your Content. However, you grant Ether and its service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide access to the Service to you and other users (including any maintenance, calibration, diagnostics and troubleshooting); and (ii) monitor and improve the Service. To the extent you have made Your Content accessible to others through the Service, you acknowledge and agree that Ether may continue to make Your Content accessible to others through the Service even after you have deleted your user account or the applicable portion of Your Content from your user account.
    2. You acknowledge and agree that Ether may collect or generate Aggregate Data in connection with providing you with access to the Service, and you hereby grant Ether and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data for any lawful purpose. “Aggregate Data” means Your Content that has been aggregated or de-identified in a manner that does not reveal any personal information about you and cannot reasonably be used identify you as the source of such data.
    3. The Service includes artificial intelligence that learns over time by using the data and parameters provided to the Service, including Your Content and User Content, to discover and generate new correlations and relationships related to processing information (“Correlations”). The Correlations are not specific to Your Content and do not include information that can be reasonably used to identify you as the source of such data. You acknowledge and agree that Ether owns all rights, title, and interest in and to the Correlations.
    4. You acknowledge and agree that the technical processing and transmission of data, including Your Content, associated with the Service may require: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
    5. Except with respect to Your Content, you acknowledge and agree that, as between you and Ether, Ether owns all rights, title and interest (including all intellectual property rights) in the Service and all Content and other materials within the Service. The Service is protected by U.S. and international copyright, trademark, patent and other intellectual property laws and treaties. Ether reserves all rights not expressly granted to you.
    6. Except with respect to Your Content, you may not: (i) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Service, except as expressly permitted under the TOU; (ii) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Service; (iii) frame or utilize any framing technique to enclose any Content; (iv) access the Service for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by Ether; (v) rent, lease, lend, sell or sublicense the Service or otherwise provide access to the Service as part of a service bureau or similar fee-for-service purpose; (vi) remove or obscure any proprietary notice that appears within the Service; or (vii) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  5. User CONDUCT

In connection with your access to or use of the Service, you shall not:

  1. upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware; or (vi) consists of information that you know or have reason to know is false or inaccurate.
  2. impersonate any person or entity, including Ether personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
  3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
  4. act in a manner that negatively affects the ability of other users to access or use the Service;
  5. take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure;
  6. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  7. use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Service, or substantially download, reproduce or archive any portion of the Service;
  8. sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including your user account and password; or
  9. violate any applicable local, state, provincial, federal or international law or regulation.
  10. Fees

You are solely responsible for any data, usage and other charges assessed by mobile, cable, internet or other communications services providers for your access to and use of the Service. Some features of the Service are free to use, but fees may apply for subscriptions, premium features and other components. If there is a fee listed for any portion of the Service, by accessing or using that portion, you agree to pay the fee. Your access to the Service may be suspended or terminated if you do not make payment in full when due. If you sign up for a subscription, your subscription will automatically renew at the conclusion of the then-current term unless you turn off auto-renewal at least twenty-four (24) hours before the conclusion of the then-current term. Uninstalling the Service or ceasing to use it will not automatically cancel your subscription or turn off auto-renewal. You must cancel your subscription or turn off auto-renewal to end recurring charges. If you simply uninstall the Apps without canceling your subscription or turning off auto-renewal, the recurring charges for your subscription will continue. Canceling a subscription or turning off auto-renewal will not entitle you to a refund of any fees already paid, and previously charged fees will not be pro-rated based upon cancellation.

  1. Suggestions

If you elect to provide or make available to Ether any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), you hereby grant Ether a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make or have made your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.

  1. DEALINGS WITH ADvertisers and Other Third Parties

Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services on the Service, including payment for and delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third party. You agree that Ether shall not be liable for any damage or loss of any kind incurred as a result of any such dealings.

  1. LINKS and External Materials

The Service or users of the Service may provide links or other connections to other websites or resources. You acknowledge and agree that Ether does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). External Materials are subject to different terms of use and privacy policies. You are responsible for reviewing and complying with such terms of use and privacy policies. You further acknowledge and agree that Ether shall not be liable for any damage or loss resulting from or arising out of use of or reliance on any External Materials.

  1. MODIFICATIONS TO The Service

Subject to any Additional Terms, Ether reserves the right to modify, suspend or discontinue the Service or any product or service to which it connects, with or without notice, and Ether shall not be liable to you or to any third party for any such modification, suspension or discontinuance. Ether may at its sole discretion from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Service or related services (“Updates”). Ether may develop Updates that require installation by you before you continue to access or use the Service or related services. Updates may also be automatically installed without providing any additional notice to you or receiving any additional consent from you. The manner in which Updates may be automatically downloaded and installed is determined by settings on your device and its operating system.

  1. INDEMNIFICATION

You shall indemnify, defend and hold Ether and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Ether Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, resulting from or arising out of: (a) Your Content; (b) your violation of the TOU, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your use of the Service.

  1. DISCLAIMER OF WARRANTIES
    1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ETHER PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
    2. THE ETHER PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE.
    3. ALL CONTENT MADE AVAILABLE THROUGH THE SERVICE IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY AND RELIABILITY OF ALL INFORMATION BEFORE TAKING OR OMITTING ANY ACTION.
  2. LIMITATION OF LIABILITY
    1. THE ETHER PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE ETHER PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE ETHER PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID BY YOU TO ETHER FOR ACCESS TO THE SERVICE WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.
    2. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
  3. TERMINATION
    1. Subject to the Additional Terms, if you violate the TOU, all rights granted to you under the TOU shall terminate immediately, with or without notice to you.
    2. If you are accessing the Service pursuant to an Enterprise Agreement, then any rights granted to you under this TOU terminate upon termination of the Enterprise Agreement for any reason.
    3. Upon termination of the TOU for any reason: (i) you must immediately uninstall and cease using the Service; (ii) Ether, in its sole discretion, may remove and discard Your Content and delete your user account; (iii) any provision that, by its terms, is intended to survive the expiration or termination of this TOU shall survive such expiration or termination; and (iv) all rights granted to you under the TOU shall immediately terminate, but all other provisions shall survive termination.
  4. Governing Law

The TOU shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU.

  1. BINDING ARBITRATION AND CLASS ACTION WAIVER

ALL CLAIMS (AS DEFINED IN THE PREAMBLE) SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THE TOU AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. The arbitrator will, among other things, have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any Claims. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator on all matters relating to the Claim shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

WE EACH AGREE THAT ALL CLAIMS (AS DEFINED IN THE PREAMBLE) SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS AND EXPRESSLY WAIVE ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE CLAIMS HAVE BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 22 REQUIRING BINDING ARBITRATION SHALL LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

Notwithstanding anything to the contrary, you and Ether may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 22.

If Ether implements any material change to this Section 22, such change shall not apply to any Claim for which you provided written notice to Ether before the implementation of the change

  1. Legal Compliance

You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

  1. U.S. Government Entities

This section applies to access to or use of the Service by a branch or agency of the United States Government. The Service includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in the TOU with respect to the such items, and any access to or use of the Service by the United States Government constitutes: (a) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (b) acceptance of the rights and obligations herein.

  1. NO THIRD-PARTY BENEFICIARIES

You agree that, except for Ether Parties and as otherwise expressly provided in the TOU, there shall be no third-party beneficiaries to the TOU.

  1. Procedure for Making Claims of Copyright Infringement

If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide Ether’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Ether’s Agent for Notice of Copyright Claims can be reached as follows:

Agent for Notice of Copyright Claims

Phone: (512) 481-2440
Email: copyright@etherlabs.io

  1. California Users & Residents

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 such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

  1. GENERAL PROVISIONS

The TOU (together with the Additional Terms) constitutes the entire agreement between you and Ether concerning your access to and use of the Service. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Ether with respect to such subject matter. In the event of any conflict between or among the TOU and any Additional Terms to which the TOU refers, the terms and conditions of the TOU shall take precedence and govern.  The TOU may not be amended by you except in a writing executed by you and an authorized representative of Ether. For the purposes of the TOU, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under the TOU without the prior written consent of Ether. The failure of Ether to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of this TOU is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU. Any prevention of or delay in performance by Ether hereunder due to labor disputes, acts of god, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.