Terms of Use
Terms of Use
Version 1.0
Last revised on November 8, 2022
THESE TERMS OF USE (“TERMS”) APPLY TO ANY USE OF AND ACCESS TO DUCKBILL (“COMPANY” OR “WE” or “US”), the GETDUCKBILLl.COM WEBSITE OR APPS (COLLECTIVELY, “SERVICES”) BY YOU AND YOUR AUTHORIZED USERS. BY ACCESSING OR USING THE SERVICES (OR ENABLING AN AUTHORIZED USER TO ACCESS OR USE THE SERVICES), YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS AND Duckbill’S PRIVACY POLICY AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT ACCESS OR USE ANY SERVICES.
YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF AND YOUR AUTHORIZED USERS. PERSONS UNDER THE AGE OF 18 MAY ONLY USE THE SERVICES IF APPROVED BY THEIR PARENT OR GUARDIAN. THE SERVICES ARE NOT INTENDED TO OR DIRECTED TO MINORS.
SUPPLEMENTAL TERMS of use OR DOCUMENTS THAT MAY BE POSTED ON THE WEBSITE FROM TIME TO TIME ARE HEREBY EXPRESSLY INCORPORATED HEREIN BY REFERENCE. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MAKE CHANGES OR MODIFICATIONS TO THESE TERMS AT ANY TIME AND FOR ANY REASON. WE WILL ALERT YOU ABOUT ANY CHANGES BY UPDATING THE “LAST UPDATED” DATE OF THESE TERMS, AND YOU WAIVE ANY RIGHT TO RECEIVE SPECIFIC NOTICE OF EACH SUCH CHANGE. IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS OF USE TO STAY INFORMED OF UPDATES. YOU WILL BE SUBJECT TO AND WILL BE DEEMED TO HAVE BEEN MADE AWARE OF AND TO HAVE ACCEPTED, THE CHANGES IN ANY REVISED TERMS OF USE BY YOUR CONTINUED USE OF THE SERVICES AFTER THE DATE SUCH REVISED TERMS OF USE ARE POSTED.
1. Accounts
1.1. Account Creation.
In order to use the Services, you must register for an Account and provide certain information about yourself as prompted by the account registration form. This may include the following:·
your Name,·
Last Name,·
Email,·
Gender identity,·
Birthday,·
Password,·
Phone Verification·
Payment method·
Details regarding your family members
You may allow your Authorized Users to have access to your Account for the purposes of using the Services. You are solely responsible for your Authorized Users’ use of the Account in accordance with these Terms of Use.
If you choose not to provide certain information, that is your right and privilege, but you may not then be able to use all of the Services.
1.2 Customer Representations. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
1.3 Children’s Information. Some of the Services you order may relate to minor children under the age of 18. If you request services for children or provide information related to minor children, you represent and warrant that you have the legal authority to do so and shall be responsible for the provision of such information.
1.4 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Duckbill of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Duckbill cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
1.5 You may also link your Account with certain third party social networking services, including Facebook, and other Third Party Apps (each a “Third Party Account”) by either (i) providing your Third Party Account login information to us; or (ii) allowing us to access your Third Party Account, if permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SOCIAL NETWORKING SERVICE AND OTHER SOFTWARE APPLICATION PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SOCIAL NETWORKING SERVICE AND SOFTWARE APPLICATION PROVIDERS.
2. LICENSE AND INTELLECTUAL PROPERTY RIGHTS
2.1 License to Customer. The Services, including the getduckbill.com website are copyrighted works belonging to Duckbill. Duckbill grants you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use the Services solely for your own personal purposes and not for any commercial purposes subject to these Terms of Use. With respect to any App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace or any similar store or marketplace (each, an “App Store” and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you), you agree to comply with all applicable third party terms of the relevant App Store (e.g. Apple App Store’s “Usage Rules”) (the “Usage Rules”).
2.2 Customer Restrictions. You may only use the Services for your own personal purposes. In addition to the restrictions set forth in Section 2.1 above, you will be responsible for Authorized Users’ compliance with the Terms of Use and liable for Authorized Users’ breach thereof. You will ensure that you have obtained all necessary consents and approvals for Duckbill to access your Data for the purposes permitted under this Terms of Use. If you are in breach of this section, Duckbill may suspend Services if and to the extent necessary to mitigate or avoid imminent damage, in addition to any other rights and remedies Duckbill may have at law or in equity.
2.3 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.
2.4 Modification. Duckbill reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Duckbill will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof. 2.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Duckbill or Duckbill’s suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section
2.1. Duckbill and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3. User Content
3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile or postings or conversations with co-pilots). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 0). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Duckbill. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Duckbill is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
3.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Duckbill an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions,.b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services 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, subject to the parameters set forth in our robots.txt file).
3.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
3.5 License from Customer. Subject to these Terms of Use, you grant to Duckbill the limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use, copy, store, transmit and display your Customer Data solely to the extent necessary to provide the Service as requested by you, except where you grant Duckbill authorization beyond such use.
3.6 Intellectual Property. As between the parties, Duckbill will and does retain all proprietary and intellectual property rights, title and interest (including, without limitation, all intellectual property rights) in and to the Services, Marks and Duckbill Content. You retain all proprietary and intellectual property rights, title and interest in and to your Customer Data and Customer Content.
3.7 Feedback. If you provide Duckbill with any Feedback, you hereby assign to Duckbill all rights in such Feedback and agrees that Duckbill shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Duckbill will treat any Feedback you provide to Duckbill as non-confidential and non-proprietary. You agree that you will not submit to Duckbill any information or ideas that You consider to be confidential or proprietary.
4. PAYMENT
4.1 Fee for Services. You may be required to purchase or pay a fee to access some of the Services. You agree to provide current, complete and accurate purchase information for all purchases made and Services accessed through the getduckbill.com Website or App. You further agree to promptly update account and payment information, including email address, payment method and payment card expiration date, so that Duckbill may complete your transactions and contact you as necessary. We may change prices at any time. All payments will be in US dollars, unless otherwise specified.
4.2 Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Terms. AFTER YOUR INITIAL SUBSCRIPTION PERIOD, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR 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 OUR THEN-CURRENT PRICE FOR SUCH SUBSCRIPTION. YOU AGREE THAT YOUR ACCOUNT WILL BE SUBJECT TO THIS AUTOMATIC RENEWAL FEATURE UNLESS YOU CANCEL YOUR SUBSCRIPTION AT ANY TIME PRIOR TO THE RENEWAL COMMENCEMENT DATE BY CONTACTING US VIA EMAIL (service@getduckbill.com)If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact us via email (service@getduckbill.com)If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize us to charge your payment provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if we do not receive payment from your payment provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that we may either terminate or suspend your subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
4.3 Reservation of Rights. Duckbill reserves the right to correct any errors or mistakes in pricing, even if Duckbill has already requested or received payment. Duckbill also reserves the right to refuse any order or subscription placed through the website or app.
5. USE OF CUSTOMER DATA AND CUSTOMER CONTENT
5.1 Duckbill Use of Customer Data. Duckbill will maintain commercially reasonable administrative, physical, and technical safeguards for the protection and security of any Customer Data managed, stored, and processed by the Service. If Customer Data is lost or damaged, the remedy is that Duckbill will restore the affected Customer Data from Duckbill’s most recent backup of such Customer Data. You agree that Duckbill shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
5.2. Statistical Data. Without limiting the confidentiality rights and intellectual property rights protections set forth in these Terms of Use, Duckbill has the perpetual right to use aggregated, anonymized, and statistical data derived from the operation of the Services, and nothing herein shall be construed as prohibiting Duckbill from utilizing the Statistical Data for business and/or operating purposes, provided that Duckbill does not share with any third party Statistical Data which reveals your identity or your confidential information.
5.3 Confidentiality. A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party's prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 5.3 will restrict Duckbill with respect to Duckbill Data or Statistical Data.
6. THIRD PARTY WEBSITES, CONTENT AND OFFERINGS
6.1 No responsibility for Third-Party Websites. The Website or App may contain (or you may be sent via the Website or App) links to Third-Party Websites as well as Third-Party Content, including websites run by our co-pilots. Such Third-Party Websites and Third-Party Content and Third Party Offerings are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Website or App or any Third-Party Content posted on, available through, or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If You decide to leave the Website or App and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and You should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which You navigate from getduckbill.com or relating to any applications You uses or install from the Website.
6.2 No responsibility for Third Party Services. We use reasonable endeavors, in accordance with your request and instructions from time to time, to find third parties to provide the services you request. We do not verify the qualifications or quality of the third parties but instead facilitate your use of their services. Where we supply you with any goods or services supplied by a third party, then we act as your agent in sourcing the goods or services, but we are not responsible for the actions of the supplier. We will use reasonable care in selecting the supplier and ensuring the order is placed in accordance with your wishes. However, for the avoidance of doubt, we do not and will not provide any representations or recommendations in relation to any of the information and suggestions comprised within the services. You agree and acknowledge that Hera does not guarantee or endorse the products or services offered by the third party. You are deemed to be responsible for and shall use your own skill and judgment as to, the quality, value and suitability of such information and suggestions and in deciding whether to enter into any contract with any third party for the supply of services or sale of goods. You agree to inform us if you wish to cancel any booking or purchase made, or if you are unable to honor any appointment, reservation or meeting arranged in connection with the services. You will be responsible under the contract with the supplier for any cancellation fees/charges. When we instruct a supplier on your behalf, we are not responsible for the actions of the supplier (unless there has been a breach by us).
6.3 Purchases through Third-Party Websites or from Third Parties. Any purchases You makes through Third-Party Websites or from third party suppliers will be through other websites and from other companies, and although Hera may facilitate the purchase or transaction on your behalf or introduce you to the third party, Hera takes no responsibility whatsoever in relation to such purchases which are exclusively between You and the applicable third party. You agree and acknowledge that Hera does not endorse the products or services offered on Third-Party Websites or by any third parties introduced to you by Hera and You shall hold Hera harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold Hera harmless from any losses sustained by You or harm caused to You relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites or Third-Party Offerings or Third-Party Apps.
7. MODIFICATION.
Duckbill reserves the right, but not the obligation, to: (1) monitor the Services for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
8. DISCLAIMERS
THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND Duckbill (AND OUR SUPPLIERS AND CO-PILOTS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND CO-PILOTS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH EVENT, THE IMPLIED WARRANTY WILL BE DEEMED TO BE EXCLUDED TO THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.
9. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Duckbill (OR OUR SUPPLIERS OR CO-PILOTS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE, APP AND RELATED SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU AGREE THAT ANY CONTRACT ENTERED INTO BY YOU WITH ANY OF THE SUPPLIERS/VENDORS/PARTNERS/CO PILOTS IS AN INDEPENDENT CONTRACT. HERA HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY SUPPLIER/VENDOR/COPILOT OR ANY LOSS INCURRED BY YOU AS A RESULT OF ANY ACT OR OMISSION OF A SUPPLIER/VENDOR/COPILOT WHETHER OR NOT ARRANGED THROUGH OR INTRODUCED BY HERA. HERA ACCEPTS NO LIABILITY FOR ANY LOSSES OR CLAIMS ARISING FROM ANY INABILITY TO ACCESS THE WEBSITE OR OUR SERVICES OR ANY FAILURE TO COMPLETE A TRANSACTION.EXCEPT FOR DAMAGES RESULTING FROM DEATH AND PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF HERA OR AS EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS, HERA SHALL NOT BE LIABLE FOR ANY LOSS, COST, EXPENSE OR DAMAGE OF ANY NATURE WHATEVER (WHETHER DIRECT OR INDIRECT) RESULTING FROM THE PROVISION OF THE SERVICES OR YOUR RELIANCE UPON THE INFORMATION AND SUGGESTIONS PROVIDED BY HERA HEREUNDER AND THE RESULTING SUPPLY OF GOODS AND SERVICES TO YOU BY ANY THIRD PARTY. HERA SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSS, DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS FOR COMPENSATION ARISING FROM REQUESTS OR INSTRUCTIONS SUPPLIED BY YOU WHICH ARE INCOMPLETE, INCORRECT OR INACCURATE OR ARISING FROM THEIR LATE ARRIVAL OR NON-ARRIVAL, OR ANY OTHER FAULT OF YOU. HERA SHALL NOT BE LIABLE TO YOU OR BE DEEMED TO BE IN BREACH OF THESE TERMS AND CONDITIONS BY REASON OF ANY DELAY IN PERFORMING, OR ANY FAILURE TO PERFORM, ANY OF HERA’S OBLIGATIONS IN RELATION TO THE SERVICES, IF THE DELAY OR FAILURE WAS DUE TO ANY CAUSE BEYOND HERA’S REASONABLE CONTROLTO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OUR SERVICES AND THESE TERMS OF USE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FEES PAID TO US FOR THE SIX MONTHS PRECEDING THE CAUSE OF ACTION. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS AND CO-PILOTS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS OF USE.SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH EVENT, THE LIMITATION OF LIABILITY WILL BE DEEMED TO BE THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.
10. INDEMNIFICATION.
You agree to defend, indemnify, and hold Duckbill harmless, including our subsidiaries, affiliates and co-pilots and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom You connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
11. TERM AND TERMINATION.
Subject to this Section, these Terms will remain in full force and effect while You use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. Duckbill will not have any liability whatsoever to You for any termination of your rights under these Terms, including for termination of your Account or deletion of your Customer Content or Customer Data. The following will survive any expiration or termination of this Agreement: The Preamble and Sections 1.2, 1.3, 2.3, 2.4, 4, 5, 6, 8, 9, 10 and 12.
12. GENERAL
12.1 Governing Law; Jurisdiction. This Terms of Use will be governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States of America, without regards to conflict of law principles.
12.2 Mandatory Informal Dispute Resolution. If you have any dispute with Duckbill arising out of or relating to this Agreement, you agree to notify Duckbill in writing with a brief, written description of the dispute and your contact information, and Duckbill will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
12.3 Arbitration Agreement. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND Duckbill, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 12.2 ABOVE WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND Duckbill AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures (currently accessible at www.adr.org/aaa/faces/rules/searchrules/rulesdetail?doc=ADRSTG_004130) as amended by these Terms of Use. Any arbitration hearing will be held in Boston, Massachusetts. The applicable governing law will be as set forth in Section 12.1 (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
12.4 Copyright Policy. Duckbill respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:your physical or electronic signature;identification of the copyrighted work(s) that you claim to have been infringed;identification of the material on our services that you claim is infringing and that you request us to remove;sufficient information to permit us to locate such material;your address, telephone number, and e-mail address;a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; anda statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement. The designated Copyright Agent for Duckbill is: Emi GonzalezAddress of Agent: 133 CLARENDON ST #170385 BOSTON, MA 02116-5132Telephone: +1 617-299-9052Email: privacy@getduckbill.com
12.5 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Duckbill, or any products utilizing such data, in violation of the United States export laws or regulations.
12.6 Disclosures. Duckbill is located at the address in Section 12.10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
12.7 Reserved
12.8 Electronic Communications. The communications between You and Duckbill use electronic means, whether You use the Services or send us emails, or whether Duckbill posts notices on the Services or communicates with You via email. For contractual purposes, you (a) consent to receive communications from Duckbill in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Duckbill provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect Customer’s non-waivable rights.
12.9 Short Code
1. Duckbill will send text messages to anticipate and educate on different tasks that are timely and relevant that include reminders for upcoming holidays, travel, shopping, scheduling and event planning as well as send updates related to submitted task requests. Message frequency varies.
2. You can cancel the SMS service at any time. Just text "STOP" to the short code. After You send the SMS message "STOP" to Duckbill, we will send You an SMS message to confirm that You have been unsubscribed. After this, You will no longer receive SMS messages from us. If You want to join again, just sign up as you did the first time and Duckbill will start sending SMS messages to You again.
3. If You are experiencing issues with the messaging program You can reply with the keyword HELP for more assistance, or You can get help directly at support@getduckbill.com.
4. Carriers are not liable for delayed or undelivered messages.
5. As always, message and data rates may apply for any messages sent to You from Duckbill and to Duckbill from You. You will receive Variable number of messages sent at unpredictable intervals.
6. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.If you have any questions regarding privacy, please read our
12.10 Entire Terms.
These Terms constitute the entire agreement between You and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither Party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without Duckbill’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. law. We may assign any or all of our rights and obligations to others at any time. The terms and conditions set forth in these Terms shall be binding upon assignees.
12.11 Copyright/Trademark Information.
Copyright © 2022 MyHera, Inc. dba Duckbill. All rights reserved. All Marks displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third Party which may own the Marks.
12.12 Contact Information :
Duckbill Corporate Information
133 CLARENDON ST #170385 BOSTON, MA 02116-5132
Telephone: +1 617-299-9052
Email: privacy@getduckbill.com
13. Definitions
13.1 “Account” means the online or app-based account established by you pursuant to which you will pay for the Services and manage your receipt of Services.
13.2 “Apps” means any mobile applications through which Duckbill makes the Service available.
13.3 “Authorized User” means any individuals to whom you provide access to your Account.
13.4 "Confidential Information" means (a) any software utilized by Duckbill in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in a separate written document.
13.5 “Co-pilot” means a person or entity which provides one of the Services you purchase.
13.6 “Customer” means you, the individual which enters into these Terms of Use or other agreement with Duckbill.
13.7 “Customer Content” means any and all documents created and/or supplied by Customer.
13.8 “Customer Data” means any data, information or material provided or submitted or made available by you to Duckbill or its copilots in connection with the Services purchased. Customer Data excludes Statistical Data.
13.9 "Duckbill Content" means the audio and visual information, data, documents, software, products and services contained or made available to you in the course of using the Services.
13.10 “Feedback” means any feedback or suggestion regarding the Services provided by You to Duckbill.
13.11 “Marks” means all trademarks, logos and service marks owned or asserted by Duckbill in and to the Services.
13.12 “Party” means Duckbill on the one hand and you on the other. Both sides are collectively referred to as the “Parties”.
13.13 “Privacy Policy” means the Duckbill Privacy Policy accessible at www.getduckbill.com/privacy-policy (or such other URL as specified by Duckbill), as may be updated by Duckbill from time to time.
13.14 “Services” means collectively the Services including the Website and the Apps.
13.15 “Statistical Data” means anonymized or aggregated data derived by or through the operation of the Services that is created by or on behalf of Duckbill and that does not reveal any personally identifying information.
13.16 "Third-Party Content" means articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties.
13. 17“Third-Party Offerings” means any third-party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.
13.18 "Third-Party Websites" means a website operated by a third party not Affiliated with Duckbill.
13.19 “Website” or “Services” means the website located at www.getduckbill.com along with all related subdomains and mobile applications through which Duckbill makes the Service available.