Terms of service
Effective Date: September 29, 2022
These Terms of Service (“Terms”) apply to your access and use of the Sangria Technologies, Inc.’s (“Sangria” or “we”, “us” or “our”) website, https://www.sangria.team/, along with the features, functionalities, applications, browser extensions and other services available through our website (collectively, our “Website”) and your use of our products and services (our “Services”). We refer to our Website and Services collectively as our “Platform.”
By visiting our Platform and/or submitting anything to us through our Platform, you agree to read, comply with, and be legally bound by: (1) these Terms and (2) any additional terms and conditions, agreements, and policies published on the Platform or otherwise applicable to your use of the Platform, excluding the Privacy Policy, (the “Rules”). You also agree that you may be bound by, and agree to comply with, as applicable to you, any agreements between us and a third party on whose behalf you access our Platform (“Customer Agreement”). These Terms, the Rules, and Customer Agreements are collectively referred to in these Terms as the “Agreements”.
PLEASE READ THESE TERMS CAREFULLY AS THEY LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS OR USE OUR PLATFORM.
ACCEPTANCE AND APPLICABILITY OF AGREEMENTS
Representations and Warranties. Use of our Platform by anyone under the age of majority is strictly prohibited. By accessing the Platform, you represent to us that: (1) you are 18 years of age or older; (2) you are legally able to enter into contracts; (3) you are not a person barred from using the Platform under federal, state, local or other laws; and (4) you have not previously been suspended or prohibited from using the Platform for any reason other than your cancellation of your Platform account.
Changes to Terms. We may update or modify these Terms from time to time, without limitation by posting a revised version of these Terms throughout our Platform and by publishing a general notice of such changes across our Platform. By accessing or using our Platform after we have provided such notice, you agree to be bound by such updates or modifications.
Our Rights. We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without any liability to you or any third party:
change or terminate all or any part of the Platform;
restrict or terminate your access to all or any part of the Platform;
refuse, move or remove any content that is available on the Platform; or
deny access to the Platform to anyone at any time in our sole and absolute discretion.
Conflicts. In the event of any conflict between these Terms and any other Agreements, these Terms shall control with respect to any conflicts relating to your access or use of our Platform.
USE OF THE PLATFORM
Acceptable Use. Your use of the Platform must comply with the following (“Acceptable Use Restrictions”):
You are only allowed to use the Platform for its intended purposes, as determined by us in our sole discretion.
Without limitation, you are not allowed to access or use our Platform to: (1) violate any laws; (2) transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature; (3) engage in any action with another user on the Platform designed to circumvent the features provided by the Platform; and (4) refer or promote external websites that facilitate sales of products and services outside the Platform.
You are also prohibited from: (1) reformatting or framing any portion of our Platform; (2) using any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of our Platform; (3) taking any action that imposes, or may impose, as determined by us in our sole discretion, an unreasonable or disproportionately large load on our information technology infrastructure; (4) modifying, adapting, disassembling, decompiling, translating or reverse engineering any portion of our Platform or Sangria Data or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of our Platform or Sangria Data; (5) disrupting or otherwise interfering with our Platform or the networks or servers we use; (6) impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity; (7) engaging in any activity that is illegal under federal, state, local, or other laws; (8) creating a false identity on our Platform; (9) creating an account for anyone else; (10) releasing to any third party information related to your access to or use of our Platform for purposes of monitoring our Platform’s availability, performance, or functionality, or for any other benchmarking or competitive purposes without our prior written approval; (11) copying our Platform or Sangria Data, except as expressly permitted under the Agreements; (12) accessing or using our Platform in a service bureau or time-sharing environment (including, without limitation, accessing our Platform to provide third parties a service consisting solely of the collection and entry of data and other information on our Platform); (13) using our Platform to send collaboration invitation emails or other such emails to other uses or individuals not yet using the Platform unless you have already agreed to collaborate and received the recipient’s consent; (14) creating any derivative works based on our Platform; and (15) modifying, obscuring, or removing any proprietary notices on our Platform or copies thereof.
Compliance with Applicable Laws. You agree that you will comply with all applicable laws (e.g., federal, state, local, and other laws) when accessing or using our Platform. Without limiting the foregoing, by accessing or using our Platform, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list or prohibited of restricted parties. If you access or use our Platform outside the United States, you are solely responsible for ensuring that your access to and use of the Platform in such country, territory, or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation to, in our sole discretion, monitor where our Platform is accessed from, and the right, but not the obligation, to block or otherwise restrict access to our Platform, in whole or in part, from any geographic location.
Mistakes or Errors. Without limiting anything set forth in the Agreements, you acknowledge and agree that under no circumstances will we or any of our licensors or suppliers be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Platform.
Abusive and Offensive Language. Abusive or offensive language will not be tolerated on our Platform or with our personnel. You are not entitled to make untrue, malicious and/or damaging comments with regard to our operations in any media or forum.
Links to Third Party Websites. Our Platform may include links to other websites or services solely as a convenience to you. You acknowledge and agree that we are not responsible for the availability of such external sites or resources and that we do not endorse and are not responsible or liable for any such linked sites or other information, material, products or services contained on or accessible through other linked sites. Furthermore, we make no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites, unless otherwise provided in the Agreements. Your access to and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at your own risk.
PLATFORM ACCOUNTS
Registration. When registering for an account on our Platform, you agree to provide true, accurate, current and complete information about yourself. If any information you provide to us changes, you agree to promptly update the relevant information.
Account Security and Responsibility. You are responsible for maintaining the confidentiality of your username and password for your account and are fully responsible for all activities that occur under your account. You agree to: (1) notify Sangria immediately of any unauthorized use of your account, including, without limitation, any unauthorized use of your username and password, or any breach of security relating to your account; and (2) ensure that you fully logout of your account at the end of each session. You further agree not to login to our Platform using anyone else’s account. Sangria will not be liable for any loss or damage arising from your failure to comply with this provision or any other provisions in the Agreements. If we suspend or terminate your account, you acknowledge that all information and User Content associated with such account will no longer be available to you.
USER CONTENT AND INFORMATION
Personal Information. For information regarding how we collect, use, and disclose personal information, please see our Privacy Policy available at sangria.team/privacy-policy.
Feedback. By submitting ideas, suggestions, documents, proposals, products and/or technologies (“Feedback”) to us in any way, you acknowledge and agree that: (1) your Feedback does not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (3) we shall be entitled to disclose (or choose not to disclose) such Feedback for any purpose and in any way; (4) we may have something similar to the Feedback already under consideration or in development; (5) your Feedback which is not subject to a patent, automatically becomes our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
User Content. We may provide users with the ability to add, create, upload, submit, distribute, or share content on or through our Platform (collectively, “User Content”). If you provide any User Content, you acknowledge that we (i) shall have the right to reproduce, translate, encode, publish, use and distribute any and all of your User Content to the extent necessary to provide and operate the Platform; (ii) shall have the right to aggregate any and all of your content and to use such aggregated data for any lawful purpose, including, without limitation, improving the Platform; and (iii) are not responsible or in any way liable for any corruption, misdelivery or other loss of any of your User Content.
Others’ Intellectual Property. User Content provided by other users on our Platform may be protected intellectual property. Please don’t copy, upload, download, or share this content unless you have the right to do so.
Interactions with Other Users.
Separate Agreements. Subject to the restrictions set forth herein, you are permitted to enter into separate written agreements with other user(s) you interact with on or through the Platform that provide additional terms and conditions applicable to such interaction (each, a “Separate Agreement”). Provided, however, the terms of any such Separate Agreement does not impose any liabilities or obligations on us, nor shall any such Separate Agreement conflict with, or otherwise attempt to override, any terms set forth herein.
Relationship. You acknowledge and agree that Sangria is not a party to any Separate Agreement. Any Separate Agreement you enter into is between you and the applicable other user(s) and all such Separate Agreements are separate from these Terms and any rights or licenses granted to you by Sangria under these Terms. You further acknowledge and agree that we do not have any control over the conduct of, or any services or other information provided by, any user of the Platform. Without limiting the generality of the foregoing, Sangria expressly disclaims any liability or responsibility for the success of any Separate Agreement or any other transaction or interaction between you and any other user and/or any liability related to compliance, notice, or other obligations under any applicable law.
PLATFORM OWNERSHIP AND LICENSE
Ownership. All right, title and interest in and to our Platform, including, but not limited to, all of the software and code that comprise and operate our Platform, and all of the text, photographs, illustrations, images, graphics, audio, video, URLs and other materials provided through our Platform (“Sangria Content”) are owned by us or third parties who have licensed their content to us. Our Platform is protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws.
Our Marks. The Sangria names and logos (including, but not limited to, those of our affiliates), all product and service names, all graphics, all button icons and all trademarks, service marks and logos appearing within the Platform, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Sangria (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress (collectively, “Marks”) mentioned, displayed, cited or otherwise indicated within the Platform are the property of their respective owners. You are not authorized to display Our Marks or the Marks of any third party that appear within the Platform without the prior written permission of the applicable third party.
Limited License. Subject to your acceptance of, and compliance with, the Agreements, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform and the Sangria Content in a manner that is consistent with the Agreements and the Platform’s intended purpose(s). You obtain no rights to the Platform except to use it in accordance with the Agreements. Without limiting the generality of the foregoing, you shall not: (1) use any data mining, robots or other automatic or manual device, software, program, code, algorithm or methodology to access, copy or monitor any portion of the Platform or in any way reproduce or circumvent the navigational structure or presentation of the Platform, or obtain, or attempt to obtain, any materials or information through any means not purposely made available by us through the Platform and we reserve the right to take measures to prevent any such activity; (2) sell, assign, sublicense, transfer, distribute, lease or grant a security interest in the Platform or the Sangria Content (in whole or in part); (3) make the Platform or Sangria Content (in whole or in part) available to any third party through a computer network or otherwise, including, but not limited to, distributing or making use of the Platform or Sangria Content (in whole or in part) over a network where it could be used by multiple devices at the same time; (4) export the Platform (in whole or in part) to any country outside the United States (whether by physical or electronic means); (5) or use the Platform in violation of the Acceptable Use Restrictions (collectively, the “Prohibited Activities”). You will be solely liable for any damages, costs or expenses arising out of or in connection with your commission of any Prohibited Activity. You shall notify us immediately upon becoming aware of the commission by any person of any Prohibited Activity and shall provide us with reasonable assistance with any investigations we may conduct in light of the information provided by you in this respect.
TERMINATION
Right to Terminate. Subject to the terms set forth in the Agreements, in addition to, and not in lieu of, any of our other rights set forth in these Terms, we reserve the right, with or without notice and in our sole discretion, to terminate these Terms, your account, and/or your ability to access or use our Platform for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms, or in the case of any activity by you that may harm us or other users, including, but not limited to, fraud, abuse of privileges, or misuse of our Platform. You agree that we will not be liable to you or any third party for any such termination.
Effects of Termination. If we exercise our termination rights available under the Agreements, your license to access and use our Platform shall immediately terminate and you must discontinue all access to and use of our Platform affected by such termination. Please note that, if we terminate your account or you otherwise cancel your account, information you share with other users may remain available to those users.
Fraudulent Activity. If we suspect that you are engaging in any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities.
Survival. The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity and limitations of liability shall survive the termination or cancellation of these Terms.
YOUR LIABILITY
Agreement to Indemnify. You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, and agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.
DISCLAIMERS
Disclaimer of all Warranties
You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF ERROR; DELETION; MISDELIVERY; FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA; INVULNERABILITY TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE; OR PLATFORM UNAVAILABILITY DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE PLATFORM AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
Use of Platform at Your Sole Risk. YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE OPTION, DISCRETION AND RISK. WE SHALL NOT BE LIABLE FOR ANY MALFUNCTIONS OF THE COMPUTER PROGRAMS RELATING TO THE PLATFORM, BUGS OR VIRUSES RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR COMPUTER EQUIPMENT, MOBILE PHONE OR MOBILE DEVICE OR SOFTWARE. FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO USE THE PLATFORM BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARE NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORKS AND/OR SYSTEMS.
LIMITATION OF LIABILITY
Liabilities for our Platform. In addition, to the extent permitted by applicable law, in no event will Sangria (including our affiliates, and our and their officers, directors, agents, and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or Sangria was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our affiliates, and our and their officers, directors, agents, and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of business, business interruption, loss of business opportunity, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from your use of the Platform.
Maximum Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANYTHING ELSE IN THESE TERMS, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR USE OF THE PLATFORM SHALL BE THE AMOUNT OF $100.
Applicability of Limitations. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
RELEASE
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.
Waiver of Rights. YOU AGREE THAT BY ACCESSING AND/OR USING OUR PLATFORM OR THE SANGRIA CONTENT YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US (AND OUR AFFILIATES AND SUBSIDIARIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS-MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING.
Governing Law and Venue. These Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or relating to these Terms or the licenses granted hereunder will be instituted exclusively in the United States District Court for the Northern District of Illinois or the applicable trial courts of the State of Illinois and you agree to the personal jurisdiction of each of these courts for the purpose of litigating such suit, action, or proceeding.
Time to Bring a Claim. Any cause of action or claim you may have against us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) arising out of or arising in any way to these terms, you access to and/or use of our Platform or Sangria Content or your dealings with the released parties in connection with your access to and/or use of our Platform must be commenced within one (1) year after the cause of action accrues. After that one (1) year period, such cause of action or claim is permanently barred. Some jurisdictions do not allow time limitations other than those set forth in such state’s statute of limitations laws. In such cases, the applicable statute of limitations provided for under the laws of such state shall apply.
ADDITIONAL TERMS
Electronic Communications. The communications between you and Sangria use electronic means. For contractual purposes, you: (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically, including, but not limited to, the Agreements, satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Agreements shall continue in effect.
Non-Waiver. Our failure to enforce any provision of the Agreements shall not be deemed a waiver of such provision nor of the right to enforce such provisions.
Assignment. We reserve the right to transfer, assign, sublicense or pledge any or all of the Agreements, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense or otherwise transfer in any manner whatsoever any of your rights or obligations under the Agreement.
Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.
Support. If you have any questions or concerns about the Platform or these Terms, please email us at support@sangria.team.