PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. ARBORPLUS, LLC. D/B/A TREEZI (“Treezi”/”we”/”us”/”our”) OWNS AND OPERATES THE WEBSITE LOCATED AT HTTPS://WWW.treeziapp.com/ AND ANY SUBDOMAINS USED IN CONNECTION WITH OR RELATED TO THE SAME (collectively, “Website”) AND THE TREEZI MOBILE APPLICATION (“App”, and when together with the Website, “Treezi Solution”). THESE TERMS OF SERVICE APPLY TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED WHEN CREATING OR REGISTERING AN ACCOUNT WITH US (“You”) AND THE OWNER OF THE ACCOUNT REGISTERED WITH US ON OR IN THE TREEZI SOLUTION (collectively, with you, “Account Owner”) AND ALL OF THE AUTHORIZED USERS OF THE TREEZI SOLUTION THAT ARE REGISTED BY THE ACCOUNT OWNER AND THAT MAY UPLOAD ANY MATERIALS TO THE TREEZI SOLUTION, BE PROVIDED SERVICES THROUGH THE TREEZI SOLUTION, DOWNLOAD THE APP OR VIEW THE CONTENT ON OR AVAILABLE THROUGH THE TREEZI SOLUTION (“Users”). You will also be deemed and considered a User.
YOU MUST BE AT LEAST SIXTEEN (16) YEARS OLD TO USE THE Treezi Solution. BY ACCESSING, BROWSING AND USING THE TREEZI SOLUTION, YOU INDICATE THAT YOU HAVE READ AND ACCEPT THESE TERMS OF SERVICE AND THAT YOU WILL NOT USE THE TREEZI SOLUTION FOR ITS INTENDED PURPOSE IN THE STATES OF CALIFORNIA, OREGON, WASHINGTON, UTAH OR NEVADA, WITHOUT THE PRIOR WRITTEN PERMISSION OF TREEZI. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT USE THE TREEZI SOLUTION OR ANY OF THE CONTENT OR SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE TTHE TREEZI SOLUTION.
PLEASE BE AWARE THAT SECTION 21 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT ACCOUNT OWNER AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE DATE OF THE LAST UPDATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS ACCOUNT OWNER EXPRESSLY OPTS OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH THE TERMS OF SECTION 21: (1) ACCOUNT OWNER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) ACCOUNT OWNER IS WAIVING ANY RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON THE CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO ACCOUNT OWNER’S USE OF THE TREEZI SOLUTINO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM INFORMATION TRANSACTIONS ACT ARE EXPRESSLY EXCLUDED FROM APPLICATION TO THIS AGREEMENT.
IF ACCOUNT OWNER SUBSCRIBES TO THE TREEZI SOLUTION OR ANY OTHER SERVICES FOR A FREE TRIAL, AND DO NOT CANCEL THE SUBSCRIPTION PRIOR TO THE END OF THE FREE TRIAL PERIOD, THE TERMS WILL BE AUTOMATICALLY RENEWED ON A MONTHLY BASIS AT TREEZI’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL/DECLINE TO RENEW THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 4 BELOW. IF ACCOUNT OWNER SUBSCRIBES TO THE TREEZI SOLUTION OR ANY OTHER SERVICES UNDER A SUBSCRIPTION PLAN FOR A TERM (“Initial Term”), THEN SUCH TERM WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT TREEZI’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS ACCOUNT OWNER OPTS OUT OF THE AUTO-RENEWAL/DECLINE TO RENEW THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 4 BELOW.
IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF A CORPORATION OR OTHER ORGANIZATION OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF SUCH CORPORATION OR ENTITY AND TO BIND SUCH CORPORATION OR ENTITY TO THESE TERMS OF SERVICE AND SUCH CORPORATION OR ENTITY RATIFIES YOUR ACCEPTANCE BY ANY USE OF THE TREEZI SOLUTION AND/OR SERVICES BY USERS OF SUCH CORPORATION OR ENTITY.
PLEASE NOTE THAT THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY TREEZI IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Treezi will make a new copy of the Terms of Service available at the Website and within the App and any new, supplemental terms will be made available from within, or through, the affected Service on the Website or within the App. We will also update the “Last Updated” date associated with the Terms of Service. If we make any material changes, and you have registered with us to create an account we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms of Service. Any changes to the Terms of Service will be effective immediately for new Users of the Treezi Solution and/or Services and will be effective thirty (30) days after posting notice of such changes on the Treezi Solution for existing Users, provided that any material changes shall be effective for Users who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the Treezi Solution or thirty (30) days after dispatch of an e-mail notice of such changes to the Users. If Account Owner does not agree to any change(s) after receiving a notice of such change(s), Account Owner and its Users shall stop using the Treezi Solution and/or the Services. Otherwise, continued use of the Treezi Solution and/or Services constitutes acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE AND THE APP TO VIEW THE THEN-CURRENT TERMS.
- The Service. The Treezi Solution and Services enables Account Owner and its Users to run a mobile service business including without limitation CRM, scheduling, billing, invoicing and payment integration functions, as well as the Treezi payment processing service, all as further described on the Website (the “Service”) and the underlying hardware, software, network storage and related technology required to run the Service is provided by Treezi and its third party vendors and hosting partners.
- Fees, Payments, Refunds, Upgrading and Downgrading. Information on the current fees for Users who are registered for the Service can be found in the billing section of the Account Owner’s If you are a new User or prospective User of the Service and would like more information about our pricing models and products, please see our pricing page, located at https://www.treeziapp.com/pricing/. From time to time, we may offer a free trial of the Service, in our sole discretion. A valid credit card is required for paying accounts. If you sign up for a monthly paid account, and you don’t cancel that account before the end of any provided trial period, you will be billed starting on the first day following the trial period. If you cancel prior to the processing of your first invoice (i.e. up to and including the last day of your free trial), your access to the Service will terminate, and your credit card will not be charged.
- Automatic Renewal. The subscription for the Treezi Solution and/or Service will continue indefinitely until terminated in accordance with the Terms of Service. After the Initial Term, and again after any subsequent subscription period, the subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Treezi’s then-current price for such subscription. Account Owner agrees that its account will be subject to this automatic renewal feature unless the subscription is canceled at least thirty (30) days prior to the Renewal Commencement Date (or, in the event that you receive a notice from Treezi that the subscription will be automatically renewed, there will be a thirty (30) day period from the date of the Treezi notice to cancel), by logging in and going to the “Cancel your account” section of the Account Owner’s “Account and Billing” page or by notifying Treezi of the intended termination by phone.The Service is billed in advance on a monthly basis and is non-refundable. If Account Owner signed up for an annual paid account, we will bill you for the entire year on the date of signing up for this account. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. If Account Owner upgrades its account, this will trigger a pro-rated charge which will be processed immediately using the payment method previously If Account Owner downgrades its account, we will adjust your fees down as of the next billing cycle. Downgrading the Service may cause the loss of User Content, features, or capacity of the Account Owner’s account. Treezi does not and will not accept any liability for such loss. If the Service is canceled before the end of the current paid up month, the Account Owner’s account will remain open until the end of the then-current billing cycle, after which the cancellation will take effect and Account Owner will not be charged for the next month or be able to access its account. We reserve the right to revise our fees and prices of all Services, including but not limited to monthly subscription plan fees to the Service, at any time, subject to fourteen (14) days’ prior notice to you. Such notice may be provided by email, on the Website or through an in-App notification.
- Treezi Payments. The Service may include access to a white-labelled payment solution which will be called “Treezi Payments,” which assists Users with accepting and processing payments from their customers, and which is provided by one of Treezi’s third party service providers, Stripe, on behalf of Treezi. Treezi Payments is made available to Users in good standing, and at the sole discretion of Treezi. Treezi reserves the right to collect certain additional information from Users and their customers in order to provide this service. Treezi Payment fees are set forth at https://getTreezi.com/features/payments/.
- Payment Services Features. If Account Owner registers for Treezi Payments, Treezi Payments will be able to process credit cards through Account Owner’s Treezi account, process full credit card refunds, and allow Users to process payment via email. Treezi Payments will also store and manage customer credit cards, permit you to view transactions, deliver automated receipts, receive notification of payment disputes.
- STRIPE CONNECTED ACCOUNT AGREEMENT. IN ORDER TO USE TREEZI PAYMENTS, ACCOUNT OWNER MUST FIRST AGREE TO THE STRIPE CONNECTED ACCOUNT AGREEMENT AND THE STRIPE SERVICES AGREEMENT APPLICABLE IN YOUR JURISDICTION, WHICH YOU CAN REVIEW HERE FOR THE UNITED STATES OF AMERICA:HTTPS://STRIPE.COM LEGAL, AND WHICH ARE HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS OF SERVICE. BY ORDERING OR REGISTERING FOR TREEZI PAYMENTS, ACCOUNT OWNER HEREBY REPRESENTS AND WARRANTS THAT IT HAS READ THE STRIPE CONNECT AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.
- Accuracy of Information. As between Account Owner and Treezi, Account Owner is responsible for all the information provided in connection with registering for, and using the Treezi Payments features of the Service. Account Owner hereby represents and warrants that it is providing true, accurate, and complete information to Treezi, and shall fully indemnify Treezi for any losses, costs, expenses incurred by Treezi or any third party arising as a result of Account Owner’s failure to provide accurate, timely and complete information.
- No Liability for Third Party Services. The Stripe Connected Account Agreement and the Stripe Services Agreement are between Stripe and Account Owner, and Treezi shall not have any liability or responsibility for any breach of the Stripe Connected Account Agreement or the Stripe Services Agreement, or any losses, damages, expenses costs or other injuries incurred by Account Owner in connection with such agreements.
- User Authorization. If Account Owner subscribes to Treezi Payments, Account Owner hereby authorizes Treezi to collect certain payment information and data (including account and transaction data, and certain personal information about Account Owner’s customers), and to store, use and process such information data for the purposes of providing the Treezi Payments service.
- Covenants. Account Owner hereby covenants, represents and warrants that it will not use, and will ensure that its Users and customers will not use, the Treezi Payments for any illegal, deceptive or fraudulent activity, including for any illegal businesses, including, without limitation, the Stripe Prohibited Business list, found here: https://stripe.com/prohibited-businesses. Treezi hereby reserves the right, in its sole discretion, at any time, to suspend or terminate Account Owner’s account if we have a good faith reason to believe Account Owner or any User or customer has engaged in any fraudulent or illegal activities, or are engaging in prohibited business activity, and to provide any relevant information to the applicable authorities in connection with any investigation of the same.
- Payment Disputes. As between Account Owner and its Users and customers, all payment disputes between Account Owner and its Users and customers arising in connection with Account Owner’s use of Treezi Payments are between Account Owner and its Users and customers and not Account Owner and Treezi or Treezi and any of Account Owner’s Users or customers. Treezi shall not be liable or responsible in any way for any payment dispute between Account Owner and any third party that uses the Treezi Payments feature to process payments via subscription for the Service. Account Owner hereby shall indemnify, defend and hold Treezi harmless for any costs, damages, claims, losses, expenses, liabilities incurred by Treezi in connection with any payment dispute arising between Account Owner and any User, customer or other third party.
- Treezi Limitation of Liability. Because the Treezi Payments feature is provided and hosted by a third party service provider, we are not responsible for, and expressly disclaim all direct and indirect, incidental, consequential, special or other damages in connection with (i) any technical issues, errors, unavailability or failures, losses, damages, loss of data, lost profits or other losses or claims originating from or arising in connection with the Stripe Connected Account Platform; (ii) any unauthorized access, hacking, tampering with or to your account or the Stripe Services by third parties; or (iii) any software, bugs, viruses, Trojan horses, or other harmful and malicious code that may be transmitted via the Stripe platform. In certain circumstances detailed in the Stripe Services Agreement, located at https://stripe.com/legal, (which is incorporated by reference into the Stripe Connected Account Agreement), Stripe may withhold or delay processing transfers and transactions and Treezi shall not be responsible in any way for any such action taken by Stripe.
- Form 1099-K. Unless prohibited by applicable law, Account Owner acknowledges and agrees that any 1099-Ks may be transmitted to Account Owner
- Content. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Treezi Solution by viewers or Users (“User Content”), is the sole responsibility of such viewers or Users. This means that the viewer or User, and not Treezi, are entirely responsible for all such User Content uploaded, posted, emailed, transmitted or otherwise made available by using the Service. Treezi does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Treezi be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials or User Content posted, emailed, transmitted or otherwise made available via the Service. Account Owner shall only submit User Content that is relevant to the Service.
- Restrictions on User Content and Use of the Service. Treezi reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate Users or reclaim usernames of Log-in Credentials. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of our Users and the public. In using the Treezi Solution and/or Service Account Owner shall not:
- copy any materials, content or User Content unless expressly permitted to do so herein;
- upload, post, email, transmit or otherwise make available any materials, content or User Content that:
- is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- Account Owner does not have a right to make available under any law or under a contractual relationship;
- includes children or any third party without their consent (or the consent of a parent or guardian in the case of children),
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- use communication features of the Service (or other functionality made available through the Service) to transmit unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
- contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
- impersonate any person or entity or misrepresent their affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
- interfere with or disrupt the Treezi Solution or servers or networks connected to the Treezi Solution, or disobey any requirements, procedures, policies or regulations of networks connected to the Treezi Solution or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
- collect or store personal data about other Users or viewers;
- license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Treezi Solution;
- modify, translate, make derivative works of, disassemble, duplicate, adapt, hack, decompile, reverse compile, modify or reverse engineer any part of the App or any software provided as part of the Service or to falsely imply that another website is associated with the Service, Treezi or any other Treezi service, except to the extent the foregoing restrictions are expressly permitted by applicable law; or
- create Log-in Credentials for any Contractors or allow any Contractors to access your account or the Treezi Solution and/or the Services.Account Owner also agrees not to access the Treezi Solution in a manner that utilizes the resources of the Treezi Solution more heavily than would be the case for an individual person using a conventional web browser. If bandwidth usage exceeds reasonable levels, or significantly exceeds the average bandwidth usage (as determined solely by Treezi) of other Treezi Users, we reserve the right to immediately disable Account Owner’s account and/or throttle its usage until Account Owner can reduce its bandwidth consumption. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.
- End User License. Except for User Content, the Treezi Solution and the information and materials contained therein, are the property of Treezi and its licensors, and are protected from unauthorized copying, use and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms of Service, Treezi grants Account Owner a non-transferable, non-exclusive, revocable license to (a) use the Website for its personal use and internal business purposes only, and (b) download, install and use one copy of the App on a mobile device that it owns or controls for its personal use and internal business purposes only (the “License”). Furthermore, with respect to any application accessed through or downloaded from an App Store (as defined herein) (an “App Store Sourced Application”), Account Owner will only use the App Store Sourced Application (a)(i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) or (a)(ii) on products that run the Android operating system, as applicable, and (b) as permitted by the “Usage Rules” or similar terms set forth in the applicable App Store Terms of Service. The App is licensed and not sold. Nothing in the Terms of Service gives Account Owner a right to use the Treezi names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. Account Owner shall not attempt to override or circumvent any of the usage rules or restrictions on the Treezi Solution. Any future release, update, or other addition to functionality of the Treezi Solution shall be subject to the terms of these Terms of Service. Account Owner is not permitted to create a hyperlink to any page or portion of the Website or frame any page or portion of the Website without the prior written permission of Treezi. Any use of the information or materials provided on the Treezi Solution or with the Service that does not comport with the License shall be an unauthorized use and subject to civil and criminal penalties as provided by U.S. and international intellectual property laws and other applicable laws.
- Feedback. If Account Owner provides Treezi with any suggestions, comments or other feedback relating to any aspect of the Treezi Solution and/or Service (“Feedback”), Treezi may use such Feedback in the Treezi Solution, Service and/or in any other Treezi products or services (collectively, “Treezi Offerings”). Accordingly, Account Owner agrees that: (a) Treezi is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of Account Owner or any third party and Account Owner has all of the necessary rights to disclose the Feedback to Treezi, (c) Treezi (including all of its successors and assigns and any successors and assigns of any of the Treezi Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Treezi Offerings, and (d) Account Owner is not entitled to receive any compensation or re-imbursement of any kind in respect of the Feedback.
- Advertising. Account Owner acknowledges and agrees that the Treezi Solution may contain advertisements. If Account Owner elects to have any business dealings with anyone whose products or services may be advertised on the Treezi solution, Account Owner acknowledge and agree that such dealings are solely between Account Owner and such advertiser and Account Owner further acknowledges and agrees that Treezi shall not have any responsibility or liability for any losses or damages that Account Owner may incur as a result of any such dealings.
- Links & Third-Party Websites and Integrations; Contests. The Treezi Solution (including User Content) may contain links to other websites that are not owned or controlled by Treezi or may make it possible for Account Owner and its Users to elect to use third party services with the Service where such third party service providers have integrated with the Service (“Third Party Integration Partners”). In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Treezi of that third party, third party product or service. Treezi is also not responsible for the content of any linked websites or for the delivery of any product or service offered by third parties including Third Party Integration Partners. In order to receive access to a Third Party Integration Partner’s products or services, Account Owner will need, in most cases, to sign-up directly with the Third Party Integration Partner. For certain services offered by Third Party Integration Partners, Account Owner will be required to pay a fee to Treezi to turn on the third party service. Any third-party websites or services (including those offered by Third Party Integration Partners) are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence of a link to any other website(s) does not imply that Treezi endorses or accepts any responsibility for the content or use of such websites, and Account Owner hereby releases Treezi from all liability and/damages that may arise from its or its Users’ use of such websites or receipt of services from any such websites. While Treezi does not prohibit linking to third party websites and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the prohibited content in Section 6 of these Terms of Service. Treezi reserves the right to prohibit or remove (or require you to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time. Treezi may from time to time offer promotions, sweepstakes, giveaways and contests on the Website. Participation in such initiatives requires your agreement to the contest rules that govern the specific promotional event.
- App Stores. You acknowledge and agree that the availability of the App and the Service is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each an “App Store”). You acknowledge that the Terms of Service are between Account Owner and Treezi and not with the App Store. Treezi, not the App Store, is solely responsible for the Treezi Solution and Service, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, Account Owner and its Users must have access to a wireless network, and Account Owner agree to pay all fees associated with such access. Account Owner also agrees to pay all fees (if any) charged by the App Store in connection with the Treezi Solution and Service. Account Owner agrees to comply with, and its license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Treezi Solution and Service. Account Owner acknowledges that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms of Service and will have the right to enforce them.
- DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE, SERVICE, APP AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED “AS IS” AND TREEZI DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. IN ADDITION, TREEZI SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT ACCOUNT OWNER’S OWN DISCRETION AND RISK AND ACCOUNT OWNER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM, MOBILE DEVICE, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. TREEZI DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE TREEZI SOLUTION OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE TREEZI SOLUTION OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE TREEZI SOLUTION, AND TREEZI SHALL NOT BE A PARTY TO ANY TRANSACTION THAT ACCOUNT OWNER MAY ENTER INTO WITH ANY SUCH THIRD PARTY. TREEZI WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL TREEZI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) USE OF OR INABILITY TO USE THE TREEZI SOLUTION OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE TREEZI SOLUTION OR SERVICES, OR (IV) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE TREEZI SOLUTION OR SERVICES, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO USE OF THE TREEZI SOLUTION OR THE SERVICE. THESE LIMITATIONS SHALL APPLY EVEN IF TREEZI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TREEZI’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) AMOUNTS YOU’VE PAID TREEZI IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- INDEMNIFICATION. ACCOUNT OWNER SHALL INDEMNIFY AND HOLD TREEZI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH ANY MATERIALS, CONTENT OR USER CONTENT SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE TREEZI SOLUTION OR THE SERVICE AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF SERVICE, THE RIGHTS OF ANY THIRD PARTY, OR ANY APPLICABLE LAW OR REGULATION. This provision does not require Account Owner to indemnify Treezi for any unconscionable commercial practice by Treezi or for Treezi’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
- Termination. Account Owner is solely responsible for properly cancelling its Account Owner can cancel its account at any time by calling us and notifying us of your desire to cancel your account. However, please see Section 3 above for details that the effect of cancellation has on your payment obligations and payments made. Treezi may, under certain circumstances and without prior notice, immediately terminate Account Owner’s ability to access the Treezi Solution or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Service or any other agreement with Treezi (including, without limitation, non-payment of any fees owed in connection with the Treezi Solution, Service or otherwise owed by Account Owner to Treezi), (b) requests by law enforcement or other government agencies, (c) a request by the Account Owner, (d) discontinuance or material modification to the Treezi Solution (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by you, directly or indirectly, in fraudulent or illegal activities; or (g) verbal, physical, written or other abuse (including threats of abuse or retribution) of any Treezi customer, employee, member or officer will result in immediate termination of Account Owner’s account. Termination of access to the Treezi Solution may also include removal of some or all of the materials uploaded by Account Owner or its Users. Account Owner acknowledges and agrees that all terminations may be made by Treezi in its sole discretion and that Treezi shall not be liable to Account Owner or any third-party for any termination of access to the Treezi Solution or for the removal of any of the materials uploaded by Account Owner or its Usersto the Treezi solution. Any termination of these Terms of Service by Treezi shall be in addition to any and all other rights and remedies that Treezi may have.
- Availability & Updates. Treezi may alter, suspend, or discontinue the Treezi Solution and/or Service, or Account Owner’s access thereto or use thereof at any time and for any reason or no reason, without notice, but will attempt to provide notice of the same. The Treezi Solution and/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Treezi may periodically add or update the information and materials on the Treezi Solution without notice. Account Owner may need to update third-party software from time to time in order to use the Treezi Solution and/or Service.
- Security. Information sent or received over the Internet is generally unsecure and Treezi cannot and does not make any representation or warranty concerning security of any communication to or from the Treezi Solution or any representation or warranty regarding the interception by third parties of personal or other information. Account Owner understands that the technical processing and transmission of the Treezi Solution and the Service, including User Content and any other information, data or content from Account Owner, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Account Owner and its Users are responsible for safeguarding the Log-in Credentials used to access the Treezi Solution and the Service. Account Owner is responsible for any activities or actions under any Log-in Credentials that it creates or assigns and for any actions of administrative Users added to Account Owner’s account. Account Owner is liable for any payment obligations incurred by selecting specific paid features or services. Log-in Credentials shall be created and used by one User only and are not to be shared by multiple Users or non-users, such as Contractors. Treezi will not be liable for any loss or damage arising from your failure to comply with these requirements and may suspend or terminate these Terms of Service for any violation thereof.
- Confidentiality. “Confidential Information” means information of a party (“Disclosing Party”) that the other party (“Receiving Party”) receives in connection with the Services, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, customer information, transactional information and any other non-public content posted, transmitted or accessed through the Services. A Receiving Party shall (i) limit access and use of Disclosing Party’s Confidential Information to those of Receiving Party’s employees and agents that require such access and use in connection with the Services; (ii) not disclose Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of the Terms; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section shall prevent a Receiving Party from disclosing Confidential Information of the Disclosing Party to a third party or using the Confidential Information of the Disclosing Party to the extent that such Confidential Information is: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of this Agreement by the Receiving Party; (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. In addition, Confidential Information may be disclosed to governments and their agencies under lawful order or judicial order. In the event that Receiving Party receives a request or order to release Disclosing Party Confidential Information, the Receiving Party will notify the Disclosing Party promptly (to the extent permitted by law), so that the Disclosing Partymay seek a protective order to prevent the disclosure of its Confidential Information.
- Responses to Law Enforcement.
- A valid police request in the case of disclosure of basic Account Owner or User information in relation to alleged crimes such as fraud by such Account Owner or User;
- A binding court order compelling disclosure of certain records such as Account Owner or User records and account details but not contents of communications; and/or
- A search warrant where contents of communications are sought.
- Unless prohibited by applicable law or where the court order, subpoena or warrant requires no notification or delayed notification, Treezi may notify affected Account Owner and/or its Users when we receive legal process from a third party requesting that Account Owner’s or User’s data. Treezi may choose not to notify an Account Owner or User if Treezi deems, in its sole discretion that providing notice would be ineffective, prejudicial or might create a risk of injury or bodily harm to an individual or group, or to our property.
- Dispute Resolution. IF YOU LIVE IN THE UNITED STATES, THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS ACCOUNT OWNERS RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH TREEZI. PLEASE READ IT.
The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against Treezi, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, “Treezi”) arising out of or relating to this Agreement, Treezi advertising, or any related purchase (a “Dispute”) through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current AAA Rules and the parties agree to share the arbitration costs equally.
The arbitrator will be an independent arbitrator that is mutually agreed upon. Any such arbitration shall be conducted by an arbitrator experienced in cloud solutions and protection and shall include a written record of the arbitration hearing.
The arbitration hearing shall take place in Pleasant Hill, California and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrators shall base their award on the terms of this Agreement, and will follow the law and judicial precedents that a United States District Judge sitting in the county of Contra Costa would apply to the Dispute. The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. The existence or results of any negotiation, mediation or arbitration will be treated as confidential. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of Account Owner and Treezi. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon Account Owner and us.
- Waiver of Jury Trial. ACCOUNT OWNER AND TREEZI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Account Owner and Treezi are instead electing that all claims and disputes shall be resolved by arbitration under the Arbitration Agreement, subject to the exceptions as specified in Section 21(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then claim must be severed from the arbitration and brought into the State or Federal Courts located in Contra Costa County, California. All other claims shall be arbitrated.
- 30-Day Right to Opt Out. Account Owner have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: ArborPlus, LLC 3490 Buskirk Ave, Pleasant Hill, CA 94523, within 30 days after first becoming subject to this Arbitration Agreement and by email to Treezi at firstname.lastname@example.org. Notice must include name and address, Treezi username (if any), the email address used to set up Account Owner’s Treezi account (if you have one), and an unequivocal statement that Account Owner wants to opt out of this Arbitration Agreement. If Account Owner opts out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to Account Owner. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that Account Owner may currently have, or may enter in the future, with us.
- Severability. Except as provided in Section 21(f), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination of Account Owner’s relationship with Treezi.
- Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Treezi makes any future material change to this Arbitration Agreement, Account Owner may reject that change within thirty (30) days of such change becoming effective by writing Treezi at the following address: ArborPlus, LLC: 3490 Buskirk Ave, Pleasant Hill, CA, 94523.
- Jury Trial Waiver. In the event that an arbitration is moved to State or Federal court or that you opt-out of the Arbitration Agreement, the parties agree that for all such disputes relating to or arising between the parties, the parties agree to waive a trial by jury to facilitate judicial resolution and to save time and expense. Each party agrees it has had the opportunity to have its legal counsel review this waiver. This waiver is irrevocable, may not be modified either orally or in writing, and applies to any subsequent amendments, renewals, or modifications to this agreement. In the event of litigation, this agreement may be filed as written consent to a bench trial without a jury.
- Digital Millennium Copyright Act (“DMCA”). We respect the intellectual property of others, and we ask our Account Owners, Users and visitors to do the same. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users or Account Owners who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Treezi Solution or Service and/or terminate the accounts of any Account Owners or Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If it is believed that an Account Owner or User is a repeat infringer, please provide information sufficient for us to verify that such Account Owner or User is a repeat infringer when filing your notice. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Website and App designated agent (see below). ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. We will process and investigate notices (each, a “Notice”) of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, we will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing. If it is believed that a work has been copied in a way that constitutes copyright infringement, please provide us the following information in the Notice (to be effective, the notification must include ALL of the following):
- a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
- a description of the copyrighted work claimed to have been infringed;
- a description of where the material claimed to be infringing is located on the Treezi Solution;
- contact address, telephone number, and email address and all other information reasonably sufficient to permit us to contact you;
- a statement of good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement, made under penalty of perjury, that the above information in the Notice is accurate and as the copyright owner or as the authorized agent thereof may act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices of claimed copyright infringement should be directed to our designated agent:
3490 Buskirk Ave.
Pleasant Hill, CA
Attn: Cyrus DeVere
THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING TREEZI THAT COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS SERVICE RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON OUR PRIVACY PRACTICES, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
- Communications Decency Act Notice. Pursuant to 47 U.S.C. Section 230(d) (as amended from time to time), please be notified that parental control protections (such as computer hardware, software or filtering services) are commercially available to you that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the following two websites:
- GetNetWise (http://kids.getnetwise.org/)
- On Guard Online (http://onguardonline.gov/)
Please be advised that we do not endorse either of the above websites or any of the products or services available at such websites.
- Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If there is a question or complaint regarding the Site, please contact us by writing to:
3490 Buskirk Ave.
Pleasant Hill, CA
Attn: Cyrus DeVere
California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at:
1625 North Market Blvd.
Sacramento, CA 95834
(916) 445-1254 or (800) 952-5210.
3490 Buskirk Ave.
Pleasant Hill, CA
© 2020 ArborPlus, LLC. All rights reserved.