Terms & Conditions

Please read these terms and conditions carefully. These are the terms and conditions under which we are willing to provide you our software (“Product Software”) through a monthly, auto renewing subscription (see below for billing details, term, how to cancel/termination, etc). This Agreement contains important disclaimers, limitations of liability and indemnity obligations applicable to the Services and requires the use of binding arbitration to resolve disputes rather than jury trials.

By clicking the “Submit” button below or using any of the Services, you agree that you have read this Agreement and are legally bound by this Agreement, including the disclaimers, limitations of liability and indemnity obligations below. You may print this Agreement by clicking the print button on your Internet browser.

In consideration of the mutual covenants contained herein, the parties to the Agreement agree as follows:

1. Subject to the terms of this Agreement, YouBIM grants to you a limited and nonexclusive license (without the right to sublicense) to use the Product Software.

2. You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Product Software or make the Product Software available to any third party, (b) copy or use the Product Software for any purpose other than as permitted in herein, (c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product Software, or (d) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Product Software (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact us and provide us an opportunity to create such changes as are needed for interoperability purposes).

3. Automatic Software Updates: We may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Product Software and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent.

4. Payment Terms: You must pay us the selected service period charge (e.g., monthly, quarterly or annually) in advance. Your subscription will renew automatically every billing cycle for the applicable service period. If your billing date cycle falls on a weekend or holiday, we may charge you the next business day. You agree to continue paying any relevant service fee per your auto renewing subscription until you or YouBIM terminate(s) your subscription. If you decide to pre-pay for future service, you do so voluntarily and may still cancel your subscription subject to the terms herein. Upon completion of any applicable pre-paid service period, unless mutually agreed upon otherwise, your subscription will auto-renew for the selected subscription service period. We reserve the right to refund you any pre-payments for future service and convert your account to a monthly billing and renewal cycle at our sole discretion.

You authorize us to charge your credit/debit card for the periodic (e.g., monthly, quarterly or annually) service charge when due. If charges are declined, we will resubmit the charges for approval and notify you of the declined charges while continuing to provide the services for ten (10) days. If the charges are not approved and you do not make payment, we may, in our sole discretion, discontinue services without notice at or after the end of the ten (10) day period. If you otherwise do not pay any charges when due, we may, in our sole discretion, terminate this Agreement and/or discontinue services without notice.  For any past due bills that have not been paid, we reserve the right to charge your credit / debit card on file at our sole discretion at any time permitted by law.

In the event your payment is returned for insufficient or uncollected funds, you authorize us to resubmit the charge(s) except as otherwise provided by the ACH Rules or applicable law. Payment processing fees associated with your form of payment, such as currency conversion fees, insufficient fund fees, reversal fees, or overdraft fees are your responsibility and will not be reimbursed by us. If your account has under or over payment, we reserve the right to issue a corrective charge or refund to your payment method on file. As allowed under any applicable law or regulation, YOU HEREBY GRANT US PERMISSION TO CHARGE YOUR PAYMENT METHOD ON FILE FOR ANY AMOUNTS DUE AT OUR DISCRETION AND TIME OF CHOOSING if we find that you failed to pay for any service period (in whole or in part) upon a review of your account information. We may notify you of any necessary corrective charges. Such notice is optional at our sole discretion.

5. Refunds and Cancellation: You can terminate this Agreement (and your subscription) at any time. Subscriptions terminated before the end of the selected service period will not create a charge for the coming subscription period. We will not refund service charges with respect to partial service periods following any termination. However, if we terminate this Agreement (and your subscription) for any reason other than your breach of the terms of this Agreement, we will refund service charges with respect to partial service periods following any termination.

6. The Product Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of YouBIM. We reserve all rights in and to the Product Software not expressly granted to you in this Agreement. The Product Software (and all copies thereof) is licensed to you, not sold, under this Agreement. There are no implied licenses in this Agreement.

7. Open Source: Certain items of software included with the Product Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, we make such Open Source Software, and our modifications to that Open Source Software, available by written request to us at the email or mailing address listed below.

8. Term and Termination: This Agreement and the license granted hereunder are effective on the date you first use the Product Software and shall continue indefinitely unless this Agreement is terminated under this section. We may terminate this Agreement at any time if you fail to comply with any term(s) hereof. You may terminate this Agreement effective immediately upon written notice to us. Upon termination of this Agreement, the license granted hereunder will terminate and you must stop all use of the Product Software, but the terms of Sections 2, 3 and 5 through 16 (inclusive) will remain in effect, after any such termination.

9. Warranty Disclaimer: NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE PRODUCT SOFTWARE “AS-IS” AND DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE PRODUCT SOFTWARE. WE MAKE NO WARRANTY THAT THE PRODUCT SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.

YOU USE THE PRODUCT SOFTWARE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND WE DISCLAIM) ANY AND ALL LOSS, LIABILITY, OR DAMAGES RESULTING FROM YOUR USE OF THE PRODUCT SOFTWARE.

10. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS OR PRODUCT SOFTWARE, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCT SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO US FOR THE PRODUCT SOFTWARE AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.

11. “Confidential Information” shall mean the Product Software and all other information disclosed to you that we characterize as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this Agreement, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without our prior written consent. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify us in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with us in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify us prior to such disclosure to allow us an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
12. Governing Law; Venue.: The courts in some countries will not apply Maine law to some types of disputes. If you reside in one of those countries, then where Maine law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that this Agreement, and any claim, dispute, action, cause of action, issue, or request for relief relating to this Agreement, will be governed by the laws of Maine, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this Agreement must be brought in a federal or state court located in Cumberland County, Maine and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that we may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information.

13. Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment shall be void and without effect.

14. Any notice to you may be provided by email to the address that you registered with us.

15. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

16. All waivers by us will be effective only if in writing. Any waiver or failure by us to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.