TERMS OF SERVICE | Fiat Growth, Inc.
Welcome to Fiat Growth.com, a website of Fiat Growth, Inc. (“Fiat Growth,” “we,” or “us”). This page explains the terms by which you may use the marketing and other services we make available to you on our website, our mobile application, or through other means (collectively the “Services”). By accepting the Services from Fiat Growth, you signify that you have read, understood, and agree to:
these Fiat Growth Terms of Service (“Agreement”)
Certain Fiat Growth Services may also require that you agree to additional agreements and/or policies applicable to the specific service (“Additional Agreements”). Any such Additional Agreements will be presented to you for your review and consent when you agree to use the specific Fiat Growth Services to which the Additional Agreements apply. The Additional Agreements shall control over this Agreement in the event of a conflict between the two. You agree that your use of a Service governed by Additional Agreements constitutes your agreement to be bound by those Additional Agreements, and that this Agreement and all applicable Additional Agreements constitute the Agreement applicable to you.
Fiat Growth reserves the right to make unilateral modifications to this Agreement and our policies and will provide notice of these changes by posting an updated version to our website. If you do not accept all applicable agreements and policies and the procedures for modifying those agreements and policies, do not use any Services offered by Fiat Growth. Use of any such Services will be deemed to be acceptance of all applicable agreements and policies.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Use of the Services
This is a contract between you and Fiat Growth. You must read and agree to this Agreement before using the Services. If you do not agree, you may not use the Services.
Only lawfully formed business entities are eligible to use Fiat Growth Services. Individuals, consumers, or any non-commercial entities are not eligible to use Fiat Growth Services. You may only apply for an Account or use the Services if you are a legal entity formed and registered in the United States and can form a binding contract with Fiat Growth, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use of or access to the Services for consumer or non-commercial purposes, by anyone under 18, or by any individual who is not your employee, contractor, agent, or other authorized individual is strictly prohibited and in violation of this Agreement.
B. Fiat Growth's Services
Fiat Growth offers a broad range of marketing related services including, but not limited to, strategy advising, operating support, and recommendations for other services from unaffiliated third-parties. Such Services may be subject to Additional Agreements as set forth above.
C. Third-Party Services
Fiat Growth, as part of the Services it provides, may recommend or provide website links to third-party materials including offers of services or products that are not owned or controlled by Fiat Growth. Should you choose to purchase such third-party services or products, the third-party provider may require you to enter into separate agreements regarding those services or products.
D. Third-Party Software Providers
2. Our Proprietary Rights
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Fiat Growth reserves all rights not expressly granted herein in the Services and the Fiat Growth IP (as defined below). Fiat Growth may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and user content belonging to other Users (the “Fiat Growth IP”), and all intellectual property rights related thereto, are the exclusive property of Fiat Growth and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Fiat Growth IP. Use of the Fiat Growth IP for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any such comments or ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Fiat Growth under any fiduciary or other obligation, and that we are free to use the comments or ideas without any additional compensation to you, or to disclose the comments or ideas on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Fiat Growth does not waive any rights to use similar or related ideas previously known to Fiat Growth, or developed by its employees, or obtained from sources other than you.
3. Services Data and Privacy
Fiat Growth uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your company information and to implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your company information for improper purposes. You acknowledge that you provide your company information at your own risk.
You agree to defend, indemnify and hold harmless Fiat Growth and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our marketing providers, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
5. No Warranty
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FIAT GROWTH OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, FIAT GROWTH, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
FIAT GROWTH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND FIAT GROWTH WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FIAT GROWTH, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL FIAT GROWTH BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIAT GROWTH ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL Fiat Growth, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF THE TOTAL FEES PAID TO FIAT GROWTH IN THE THREE CALENDAR MONTHS PRIOR TO THE DATE THE CLAIM AROSE OR $100.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FIAT GROWTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
8. Term and Termination
This Agreement is effective when you begin using Fiat Growth’s website and/or Services and continues until terminated by either you or us, or in accordance with any Additional Agreements or as otherwise set forth in this Agreement. You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement by providing you notice.
9. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law
You agree that: (i) the Services covered by this Agreement shall be deemed solely based in California; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco, CA for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights or confidential information, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 9B, you agree that the federal or state court located in San Francisco County, CA is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM FIAT GROWTH. For any dispute with Fiat Growth, you agree to first contact us at ___ @Fiat Growth.com and attempt to resolve the dispute with us informally. In the unlikely event that Fiat Growth has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of our intellectual property rights or breach of confidentiality requirements, which will be resolved through litigation in accordance with Section 9A, or for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS. Claims with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitration will be conducted in San Francisco, CA unless you and Fiat Growth agree otherwise. If JAMS cannot administer the Claim, either party may petition the US District Court for the Northern District of California to appoint an arbitrator. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under this Agreement unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights or confidentiality obligations. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Company and Fiat Growth, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
C. Class Action/Jury Trial Waiver
With respect to all persons and entities, regardless of whether they have obtained an account or used the services for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Fiat Growth are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Fiat Growth without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement
You consent to us providing notices to you under this Agreement electronically and understand that this consent has the same legal effect as a physical signature. Notices affecting the terms of this Agreement will be sent by email and posted on our website and are considered received 24 hours after they are sent and/or posted. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by ceasing to use the Services. Contact us immediately at _____@Fiat Growth.com if you are having trouble receiving notices from us.
C. Entire Agreement/Severability
This Agreement, together with any amendments and any Additional Agreements you may enter into with Fiat Growth in connection with the Services, shall constitute the entire agreement between you and Fiat Growth concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Fiat Growth’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
E. Legal Orders
We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.
F. Continuing Obligations
All other provisions of this Agreement giving rise to continued obligations of the parties will continue in effect after termination of this Agreement.
G. Force Majeure
We shall not be liable for delays, failure in performance or interruption of Service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.