Terms of service - Bizi Dig

Welcome! We are Phat XInc., a California LLC, or as we like to go by “Bizi Dig,” “we,” “our,” or “us.” Our mission is to change how the world connects! We offer products, services, and technologies (“Products”) allowing users (“Users”) to organize, display, and share information with their contacts through our software, mobile application, and website (collectively, “Platform”).

When You (individually, or the entity that You represent, each a “User”) access or use our Platform, Products, or services, You agree to these Terms of Service (these “Terms”), our Privacy Policy, our Terms of Sale, and our Data Processing Addendum (“Policies”). You further acknowledge and agree that these Terms and the Policies apply to the purchase and sale of our Products and services through the Platform, including our website (“Site”). If You do not agree to the Terms (or the other Policies), You must not access the Platform or purchase or use any Bizi Dig Products. If you are under the age of 16, You may not use the Platform without the permission of a parent or guardian. If You are accessing the Platform or purchasing or using any Product on behalf of an organization or company, You are confirming you have the legal authority to bind any such organization or company to these Terms.

You also understand that these Terms are subject to change by us without prior written notice at any time, at our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” or “Last Revised Date” referenced on the Platform. Accordingly, you should review these Terms before purchasing or using our Products, Platform, or Services available through the Platform. Your continued use of our Products, Platform, or Services after the “Last Updated Date” or “Last Revised Date” will constitute Your acceptance of and agreement to such changes.

The Platform and Our Services.

These Terms apply to all our services, including the use of our Platforms and associated services (“Services”). Our Platform allows Users to create, design, maintain, and share social media/networking style profiles or pages (“Pages”). Users may upload and Post a variety of Content to these Pages. Users may be able to search, view, and share Pages of other Users, including individuals or entities. Depending on the nature of the Services or the subscription level associated with an Account, Users may manage their Page or designate an administrator to manage their Page, such as with our Bizi Dig for Teams Product. You assume certain risks when dealing with other Users on the Platform or by sharing or allowing any other person to view your Page. You are solely responsible for your decision to use the Platform or otherwise communicate on or through the Platform, and You will be liable for all Your actions on the Platform.

Your Account.

You are responsible for your use of the Platform, and any use of the Platform made using your account (“Account”). We provide various subscription levels for Accounts on the Platform, which may have access to different Services or features on the Platform. Your right to use and access the Platform may be granted pursuant to a specific subscription level, which, at most, grants You a non-exclusive, non-transferable, revocable license to use and access the Platform and associated Services in accordance with the Terms and applicable subscription level. You may not assign or otherwise transfer your Account to any other individual or entity without our prior written approval. We may establish policies and practices concerning the use of the Platform, including policies that may delete or remove Content or data, terminate inactive Accounts or Pages, and any other policies and practices at Our sole discretion. You further acknowledge that We reserve the right to change these general practices and limits at any time with or without notice. The Platform is not available to temporarily or permanently suspended Users or Accounts. We reserve the right to refuse access to the Platform or terminate the Account of any User, at our sole discretion and for any reason or no reason at all. You are responsible for maintaining the confidentiality of your password and Account information and will be fully responsible for any activities that are associated with your Account. You agree to immediately notify Us of any unauthorized use of Your Account or any other breach of Account security. We are not responsible for any third-party access to Your Account that results from theft or misappropriation of your Account. We will not be liable for, and you shall indemnify us against, any Losses arising from your failure to comply with these Terms, other Bizi Dig Policies, or applicable law.

Posting Content; Intellectual Property Rights.

As Users of our Platform, all information, descriptions, pictures, links, data, text, media, comments, or any other materials, including messages, contact information, etc. (“Content”) that you upload, post, publish, transmit, or display through the Services or on the Platform (“Post”) may be shared with other Users. By submitting any Content to us or otherwise Posting any Content on the Platform or through the Services, You represent and warrant that You own all rights to the Content or that you have the right to give us the license described below, including the correct and legal permissions and consents for any Personal Information (as defined in our Privacy Policy) you may provide to the Platform or upload by way of the Services. By Posting any Content you hereby grant and will grant to us a non-exclusive, worldwide, royalty-free, fully paid up, freely transferable, sub-licensable license to copy, display, transmit, perform, store, modify, and otherwise use in connection with the operation of the Platform or the Services or any of our other Products or Services, or the promotion, advertising, or marketing thereof, in any form, medium or technology now known or later developed. You further represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third-party. We are not under any obligation to review any Content posted by our Users on the Platform or through the Services, although We reserve the right to do so, with or without notice, to prevent or rectify any alleged violations of these Terms, our Policies, or applicable law. We reserve all defenses made available to Us by the Communications Decency Act and any applicable laws, rules, or regulations. We may refuse to accept or display any Content and may remove or delete all or any portion of such Content at any time. You understand that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content and that such Content is not our responsibility. You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto. Any Content you Post to the Platform or through the Services is not considered by us to be confidential, will be treated as public information. You agree and understand that such Content is intended to be shared with other Users as well as third-parties. We have no control or liability over what other Users do with your Content or Posts.

You acknowledge the Platform and Services contain images and descriptions that are third-party or User Content protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. We retain all rights to our intellectual property and the intellectual property licensed to us from third-parties. You agree you will not copy, modify, scrape, distribute, create derivative works, or the like, or do or perform any other action on the Platform or with the Services, Content, or our intellectual property that You are exposed to through our Platform or Services that is not explicitly authorized by these Terms or our Policies. Any use of our Platform or Services other than as specifically permitted in these Terms or our Policies is strictly prohibited. All goodwill generated from the use of our intellectual property (including the Platform) will inure to our exclusive benefit. We reserve any rights not expressly granted herein. Other company, product, and service names and logos used and displayed on the Platform or via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us.

Submissions.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about our Products, Platform, or Services (“Submissions”) provided to us by you is non-confidential. We shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. If you disagree that your Content will be considered public and will not be considered confidential, then you must not use our Platform or Services.

Third-Party Services.

Our Platform and the various Pages, Posts, and Content on the Platform may contain links to other websites or third-party services (“Third-Party Service(s)”). By using our Platform or Services you hereby acknowledge and agree that we may provide to you, or provide your Content to, providers of certain Third-Party Services. Such Third-Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and these Terms do not apply to your use of any such Third-Party Services. The Third-Party Services are not under our control, and we are not responsible for any Third-Party Service. You are responsible for evaluating whether you want to access or use such Third-Party Services.

Your Responsibilities.

You are solely responsible for any Content that you Post on the Platform or through the Services. We may investigate, take legal action, or perform any other action we deem necessary or warranted in managing our Platform, our Services, your Content, or Posts on the Platform, including, without limitation, preservation of such information for investigative purposes. The following are non-exhaustive examples of Content, Posts, or use of the Platform or Services that are prohibited:

· providing any Content or Posts that are unlawful, harmful, violent, illegal, infringing on third party rights, objectionable, pornographic, libelous, invasive, encouraging money laundering, or any other unwarranted or illegal behavior.

· providing any Content or Posts that violate any law, rule, or regulation, including any anti-spam, data privacy, or other restriction that may apply to Your use of the Platform or Services;

· creating any derivative works or reverse engineering any part of our Platform or Services, or putting an unreasonable load on the Platform or Service infrastructure or disrupting any network connected to the Platform or Services;

· copying, scraping, harvesting, or using automated systems to collect contact information from the Platform or Services;

· selling or transmitting anything You do not have a right to sell or transmit under law or existing relationship;

· posing a privacy or security risk;

· infringing on anyone’s intellectual property rights;

· spamming any Users with email, junk mail, fraud, schemes, or the like;

· transmitting or uploading viruses, worms, or otherwise interfering with our Platform or Services; or

· taking any action or inaction which we, in our sole judgment, believe is questionable or could cause harm or liability to us, our Products, our Platform, or our Users;

· use the Platform or Services in any manner which could damage, disable, overburden, or interfere with any other party’s use and enjoyment of the Platform or Services.

Infringement Policy.

We respect the intellectual property of others and ask that our Users do the same. Although we are under no obligation to do so, we will make reasonable efforts to investigate notices of alleged infringement or violations of intellectual property laws and take actions regarding such infringement where applicable. If You believe your work has been copied in a way that constitutes infringement or your intellectual property rights have been violated, please provide us with the following information:

· confirmation you are the owner or are authorized to represent the owner of the intellectual property;

· identification of your work;

· identification of the infringing Content; and

· a statement that you believe the use of the Content is not authorized.

If your Content is removed due to infringement and you believe it is not infringing, please provide Us with the following information:

· confirmation you are the owner or authorized to represent the owner of the intellectual property;

· identification and description of removed Content;

· statement of good faith regarding ownership of the intellectual property; and

· your contact information.

We will endeavor to resolve notices within 14 business days and will provide the original complaining party an opportunity to seek a court order against the counter-claiming party. In the event no order is sought, We may allow the original Content to be reposted. Please contact Us by email at contact@BiziDig.com (Subject line: Takedown Request) or through mail at: Phat X LLC., Attn: Legal, 600 N. Garey Ave, Pomona, Ca. 91766.

Limitation on Liability.

We are not liable for (a) any Content posted on our Platform or through the Services; (b) interactions or communications that may arise between Users; (c) any Losses that result through your use of the Platform or the Services; (d) any negative or critical comments that other Users may Post on the Platform or through the Services; (e) any of the Third Party Service(s) You may be provided pursuant to your use of the Platform or the Services; (f) or any third party Personal Information you upload, Post, or provide to us under the Services or on the Platform. You are solely responsible for your interactions with other Users. We reserve the right but are under no obligation to become involved in any dispute between you and another User.

Indemnification.

You agree to release, defend, indemnify, and hold us, our affiliates, and our stockholders, directors, officers, employees, agents, and representatives (collectively, “Indemnitees”) harmless from any losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Indemnitees that arise from your actions (or inactions), your use (or misuse) of the Platform or the Services, your breach of these Terms or our Policies, or you and your Account holders’ infringement of someone else’s rights. If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Governing Law.

These Terms are governed by the laws of the State of California without giving effect to its principles regarding conflicts of law.

Binding Arbitration; Waiver of Litigation and Class Action Arbitration.

BY ACCEPTING THE TERMS, YOU AGREE TO THE FOLLOWING TERMS, WHICH INCLUDE AN EXPRESS WAIVER OF THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION IN THE EVENT OF DISPUTE.

These Terms offer a streamlined way to resolve Disputes between us and you. Most of your concerns can be resolved quickly and satisfactorily by contacting our support team at contact@BiziDig.com . If we cannot resolve your concern, you and us agree to be bound by the procedures included in these Terms or other applicable Policies to resolve such Disputes. This agreement to arbitrate evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Section. Accordingly, this Section shall be interpreted broadly and shall survive termination of these Terms.

Any disputes, claims, or controversies arising from or relating to these Terms or any other Policies, any Product, the Platform, or Services and their marketing, or the relationship between you and us (“Disputes”) shall be determined exclusively by binding arbitration. The only Disputes not covered by this Section are claims (i) regarding the infringement, protection, or validity of our or our licensors’ trade secrets or copyright, trademark, or patent rights; (ii) if you reside in Australia, to enforce a statutory consumer right under Australia consumer law; and (iii) brought in small claims court (which shall be brought in Pomona, California).

You and us shall first attempt to resolve any Dispute informally for at least 30 days before initiating the arbitration. The informal negotiations commence upon receiving written notice from one person to the other (“Notice of Dispute”). The Notice of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or Dispute; and (c) set forth the specific relief sought. We will send our Notice of Dispute to your billing address, or the email address associated with your Account. You will send your Notice of Dispute to: PHAT X LLC., 600 N. Garey Ave. Pomona, Ca. 91766

If you and us cannot resolve a Dispute informally, you or us may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate and applicable, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator shall decide in writing and shall provide a statement of reasons if requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and us may litigate in court to compel arbitration, stay pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitration shall take place in Birmingham, Alabama.

Severability; Headings; Non-Waiver.

The unenforceability of any provision of the Terms will not affect the enforceability of any other provision or any of the other Policies. If any provision of these Terms is deemed to conflict with another, We will have the sole right to elect which provision remains in force. Headings are provided for convenience only. We reserve all rights under applicable law. Our non-enforcement of any provision of these Terms, the other Policies, or under applicable law will not be construed as our waiver of any enforcement rights under the same or different circumstances at any time in the future.

Modifications.

THESE TERMS AND THE SERVICES DESCRIBED HEREIN ARE SUBJECT TO CHANGE BY US AT ANY TIME AND IN OUR SOLE DISCRETION, WITH OR WITHOUT NOTICE. We are not liable to you or any third-party for any such modification or discontinuation. When changes are made to these Terms, we will make a new copy of these Terms available by posting on our Site, the Platform, or through the Services. We will also update the “Last Revised” date at the top of these Terms. If we make any material changes, and you have registered to use the Services, we may also notify you via email or through the Platform or Services. Your continued use of the Platform or the Services after any such changes become effective constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, do not use or access (or continue to use or access) the Platform or the Services.

Termination.

We may suspend or terminate your Account or ability to access or use the Platform or Services, at our discretion without explanation, notice, and liability to us, including removing and discarding any Content or Postings, for any reason. However, we will strive to provide a timely explanation. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Platform or Services or your Account and may be referred to appropriate law enforcement authorities. We will not have any liability whatsoever to you for any suspension or termination. All provisions of these Terms, which by their nature should survive termination, shall survive termination.

Export Regulations.

The Platform and the Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You agree that you will not, and are solely responsible for any violation of, such export control laws. Download and use of the Platform or the Services is your responsibility and at your own risk.

Electronic Communication and Documentation.

When you use the Platform or Services or send e-mails to us, You agree to communicate with us electronically. These Terms and other Policies will be considered a “writing” or “in writing” to comply with applicable legal requirements and are legally enforceable between us and you. Printed versions of these Terms, the other Policies, and the documents referenced herein will be admissible in any legal proceeding.

Notices.

We will provide notices and messages to you within the Platform or through the Services, or if required, via email or regular mail. You may notify us and will be deemed delivered once received by us, addressed via mail to: Phat X LLC., Attn: Legal, 600 N. Garey, Ave. Pomona, Ca. 91766