TERMS & CONDITIONS FOR END USER AGREEMENT

This Terms & Conditions for End User Agreement is an agreement between Noteefy Inc (“Noteefy,” “we,” “us” or “our”) and you (“End User” or “you”) for the Noteefy golf notification service and software (collectively, the “Service”). By clicking “I Agree” you signify that you have read, understand, and agree to be bound by the terms of this agreement (“Terms”), and to the collection and use of your information as set forth in the Noteefy Privacy Policy, which is hereby incorporated by reference.
Certain services may be subject to additional terms and conditions specified by us from time to time, and your use of such services is subject to those additional terms and conditions, which are hereby incorporated into these Terms by reference.
Please read this agreement carefully to ensure that you understand each provision. These Terms contain 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 Our Service

‍Eligibility‍

This is a contract between you and Noteefy. You must read and agree to these Terms before using the Noteefy Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Noteefy, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any End Users previously removed from the Service by Noteefy.

‍Noteefy Service‍

Subject to these Terms, you are hereby granted the right to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Noteefy reserves all rights not expressly granted herein in the Service and the Noteefy Content (as defined below). Noteefy may terminate this right to use the Service at any time in its sole discretion.

‍Ownership‍

Noteefy owns all right, title and interest in and to the Service, including all copyright, patent and other intellectual property or other proprietary rights in the Service. No title to or ownership of the Service or any associated intellectual property or proprietary rights are transferred to you by these Terms.

‍Restrictions

You may only use the Service for the purposes set forth herein and in accordance with these Terms. Any purpose or use not specifically authorized herein is strictly prohibited. End Users may not at any time, directly or indirectly: (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, copy, provide, disclose, or otherwise make available the Service to any person, firm, entity or third party; (ii) modify, alter, adapt, customize or otherwise change the Service in any manner; (iii) decompile, disassemble, decode, reverse translate, reverse engineer or otherwise attempt to derive, discover, directly access or gain access to the source code of the Service or any component or portion thereof; (iv) bypass or breach any security protection used for or contained in the Service software; (v) use the Service to develop, use or provide a competitive software product or service; or any other purpose that is to Noteefy’s detriment or commercial disadvantage; (vi) create derivative works of the Service, in whole or in part; (vii) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person, or that violates any applicable law; (viii) remove any proprietary notices included within the Service; (ix) disclose, release, distribute, deliver, or otherwise make available the data belonging to other End Users, or (x) publish, enhance, or display any compilation or directory based upon information derived from any End User, or any portion thereof.
USE OF THE SERVICE IS PERSONAL TO YOU, THE END USER, AND YOU ARE EXPRESSLY PROHIBITED FROM PERMITTING ANY OTHER PERSON OR ENTITY ACCESS TO OR USE OF THE SERVICE.

‍Noteefy Accounts

Your Noteefy account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of End Users. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Noteefy immediately of any breach of security or unauthorized use of your account. Noteefy will not be liable for any losses caused by any unauthorized use of your account. You may control your User profile and how you interact with the Service by changing the settings in your settings page. Noteefy owns the rights to the data you provide when creating your account. By providing Noteefy your email address and phone number you consent to our using the email address and phone number to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address and phone number to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages or text messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email and text messages regarding updates, improvements, or offers.

‍Service Rules

You agree not to engage in any of the following prohibited activities while using the Service: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Noteefy servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Noteefy grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Noteefy Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

You are solely responsible for your interactions with other Noteefy Users, if any such interactions are permitted on the Service. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Noteefy shall have no liability for your interactions with other Users, should they exist, or for any User’s action or inaction.

2. User Content

In the event that End Users submit user-generated content other than the information required to create an account, we do not claim ownership of such user-generated content and material. Any and all photographs, articles, images, graphics, videos, sounds, music, audio recordings, text, files, profiles, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content that you submit or post on or through the Service, on any of our blogs, social media accounts or through tools or applications we provide for posting or sharing such content with us (collectively “User Content”) shall be deemed nonconfidential and nonproprietary. Noteefy shall have no obligation to monitor User Content, use or display User Content, compensate you for submitting User Content or respond to any User Content. Noteefy retains the right, in its sole discretion and without prior notice, to remove, revise or refuse to post any User Content for any reason or no reason. Subject to these Terms, you retain ownership of any copyright and other rights you may have in the User Content.

By submitting or posting User Content on the Service or through any tools or applications we provide for posting or sharing your User Content with us, you represent and warrant that (i) you own or control any and all rights in and to the User Content; (ii) you have obtained permission from any individuals that appear in the User Content to use, and grant others the right to use, their name, image, voice and/or likeness without the need for payment to you or any other person or entity; (iii) you are 18 years of age or older; and (iv) the User Content does not (a) contain false or misleading information, (b) infringe on the intellectual property, privacy, publicity, statutory, contractual or other rights of any third party, (c) contain any libelous, defamatory, obscene, offensive, threatening or otherwise harassing or hateful content, (d) contain any addresses, email addresses, phone numbers or any contact information or (e) contain computer viruses, worms or other harmful files. Upon request by Noteefy, you will furnish Noteefy any documentation, substantiation or releases necessary to verify your compliance with these Terms. You are solely responsible for the User Content and you hereby agree to indemnify and hold Noteefy and its employees, agents, affiliates, assigns and licensees harmless from any and all damages, claims, expenses, costs or fees arising from or in connection with a breach of any of the foregoing representations or your violation of any law or rights of a third party.

Noteefy does not guarantee the truthfulness, accuracy or reliability of any User Content or endorse any opinions expressed by you or anyone else. By submitting or posting the User Content you fully and unconditionally release and forever discharge Noteefy and its officers, directors, employees and agents from any and all claims, demands and damages (actual or consequential, direct or indirect), whether now known or unknown, of every kind and nature relating to, arising out of or in any way connected with: (i) disputes between you and one or more users or any other person or entity, or (ii) the use by Noteefy or you of the User Content, including, without limitation, any and all claims that use of the User Content pursuant to these Terms violates any of your intellectual property rights, copyrights, rights of publicity or privacy, “moral rights,” or rights of attribution and integrity. You acknowledge and agree that Noteefy has no control over, and shall have no liability for any damages resulting from, the use (including, without limitation, re-publication) or misuse by you or any third party of any User Content. Noteefy acts as a passive conduit for User Content and has no obligation to screen or monitor User Content. If Noteefy becomes aware of any User Content that allegedly may not conform to these Terms, Noteefy may investigate the allegation and determine in its sole discretion whether to take action in accordance with these Terms. Noteefy has no liability or responsibility to Users for performance or nonperformance of such activities.

Noteefy has the absolute right to remove and/or delete without notice any User Content within its control that it deems objectionable. You consent to such removal and/or deletion and waive any claim against Noteefy for such removal and/or deletion. Noteefy is not responsible or liable for failure to store posted content or other materials you transmit through the Service. You should take measures to preserve copies of any data, material, content or information you post on the Service or any other sites or platforms.

3. Our Proprietary Rights

Except for your User Content, the Service 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 Data including but not limited to our trademarks “NOTEEFY” and other variations thereof (the “Noteefy Content”), and all intellectual property rights related thereto, are the exclusive property of Noteefy and its licensors. Except as explicitly provided herein, nothing in these Terms 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 Noteefy Content. Use of the Noteefy Content for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Noteefy under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Noteefy does not waive any rights to use similar or related ideas previously known to Noteefy, or developed by its employees, or obtained from sources other than you.

4. Privacy

We care about the privacy of our End Users. You understand that by using the Service you consent to the collection, use and under limited circumstances the disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy. Your personally identifiable information shall only be collected, used, transferred to and processed in accordance with all applicable law, including but not limited to the California Consumer Privacy Act (CCPA), and/or any other similar privacy laws, and we will enter into any other agreements regarding data transfer or protection that may be required in furtherance of compliance with any such privacy laws.

5. Security

Noteefy cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. Noteefy may deny an individual access to and/or use of the Service if we, in our sole and absolute discretion, believe that a person's use of the Service would violate any provision of these Terms or our agreements with our licensees, regardless of whether such person is an End User.
Furthermore, Noteefy shall use its reasonable efforts to implement, or to cause its third party service providers to implement, security measures, systems, and tools that are customary in the applicable industry for the retention and storage of personally identifiable information collected thereby, if any, to ensure End User data is not accessed, redistributed, duplicated, or modified in an unauthorized manner.
‍

6. Third-Party Links and Information

The Service may contain links to third-party materials that are not owned or controlled by Noteefy. Noteefy does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Noteefy’s Privacy Policy do not apply to your use of such sites. You expressly relieve Noteefy from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, if any exist, are solely between you and such advertisers. You agree that Noteefy shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

7. Termination

In the event of the termination of these Terms for any reason: (a) the rights granted to you in these Terms will terminate; and (b) you must immediately cease all use of the Service.

8. Indemnity

You agree to defend, indemnify and hold harmless Noteefy and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

9. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NOTEEFY DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. END USER AGREES THAT THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED OTHER THAN THOSE SET FORTH HEREIN.
‍

No advice or information, whether oral or written, obtained by you from Noteefy or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, Noteefy, its subsidiaries, its affiliates, licensees and licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service 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 Service.
‍

Noteefy does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and Noteefy will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
‍

Some jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.
‍

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Noteefy, its affiliates, agents, directors, employees, suppliers, licensees 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 Service. Under no circumstances will Noteefy be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.

To the maximum extent permitted by applicable law, Noteefy 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 service; (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 Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service 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 Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Noteefy, its affiliates, agents, directors, employees, suppliers, licensees or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding $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 Noteefy 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.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The limitations of liability under this agreement will not apply to the extent prohibited by applicable law.

11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

Governing Law. All matters arising out of or relating to these Terms shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
You agree to submit to the personal jurisdiction of the federal and state courts located in the State of New York 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, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that the City of New York and County of New York 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.

Dispute Resolution, Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Noteefy. For any dispute with Noteefy, you agree to first contact us at jake@noteefy.app and attempt to resolve the dispute with us informally. In the unlikely event that Noteefy 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 for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted New York unless you and Noteefy agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Noteefy 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.

Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service 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.

12. General

Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by Noteefy without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to these Terms. Noteefy may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, as determined by Noteefy in our sole discretion. Noteefy reserves the right to determine the form and means of providing notifications to our End Users, provided that you may opt out of certain means of notification as described in these Terms. Noteefy is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We will notify you of any changes to these Terms. Your continued use of the Service after being notified of any such change constitutes your acceptance of the new Terms. If you do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the Service.

Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with Noteefy in connection with the Service, shall constitute the entire agreement between you and Noteefy concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, 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.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Noteefy’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Contact. Please contact us at jake@noteefy.app with any questions regarding these Terms.