Terms of Service

By accessing our Website, Applications or using our Services you are agreeing to the following Terms of Service.

Effective as of: December 23, 2019.

  1. Acceptance of the Terms of Service

(1) These Terms of Service are entered into by and between You or your business entity (“You”) and SEMBA Mobile, Inc. d/b/a “SEMBA Technologies” (“Company” or “we”). The following terms and conditions (these “Terms”), govern your access to and use of the website and applications provided by us, including any content, functionality and services offered on or through our website and applications (the “Service”).

(2) Please read the Terms carefully before you start to use the Service. By starting using the Service or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms, our Software as a Service Agreement and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, do not subscribe, register or use this Service.

(3) Our Service is not intended for children under 18 years of age. No one under age 18 may provide any information to the Service. We do not knowingly collect personal information from children under 18. If you are under, do not use or provide any information on this Service or on or through any of its features, make any purchases through the Service, use any of the interactive or public comment features of this Service or provide any information about yourself to us. If you believe we might have any information from or about anyone under 18, please contact us at the e-mail at the bottom of these Terms.

  1. Changes to the Terms

(1) We may revise and update these Terms from time to time in our sole discretion. All changes are effective after 30 days from the date they are posted on our website.

(2) Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

  1. Description of the Service

SEMBA Technologies is an Entreprise B2B Digital Commerce Platform, which offers solutions in Artificial Intelligence, Analytics, Processes and Supply Chain for wholesalers, distributors, manufacturers, retailers and franchises in the E-Commerce space.

  1. Accessing the Service and Account Security

(1) To use the Service, you must register for an account. After a successful registration you will be provided with an username and password for your own use (the “Account”), through which you will be able to access the Service.

(2) You are responsible for (a) making all necessary arrangements to have access to the Service; and (b) ensuring that all persons who access the Service through the Account are aware of these Terms and comply with them.

(3) To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide is correct, current and complete. You agree that all information you provide to register with this Service or otherwise, including but not limited to through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

(4) If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that the Account is created only for Your specific business entity and you agree not share your username and password. You agree to notify us immediately of any unauthorized access to your Account or any other breach of security. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.

  1. Usage Restrictions

(1) Buyer shall not (a) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Service and Service; (b) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Service, Service or any part thereof; (c) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Service, including any copy thereof; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service or any features or functionality of the Service, to any third party for any reason, including by making the Service available on a network where it is capable of being accessed by more than one device at any time; (e) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Service; (f) offer, advertise or promote, in any manner, any services or products that may compete with those provided by us to users identified though the Service.

(2) If you wish to make any use of material on the Service other than that set out in this section, please address your request to: support@sembatechnologies.com.

  1. License; Reservation of Rights

(1) Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access use of the Service. This license does not include any resale of any Service or its contents. All rights not expressly granted to you in these Terms are reserved and retained by us. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.

(2) You acknowledge and agree that the Service is provided under software as a service license, and not sold, to you. You do not acquire any ownership interest in the Service under these Terms, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions and restrictions, under these Terms. Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Service, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

  1. Intellectual Property Rights

The Service and its entire contents, except user generated content, features and functionality including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, are owned by the Company, its licensors or other providers of such material and are protected by the United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

  1. Trademarks

The Company name, the terms, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Service are the trademarks of their respective owners.

  1. Your Responsibilities

You are solely responsible for (a) the operation, performance and security of your users’ equipment, networks and other computing resources needed and used to connect to and make full use of the Services; (b) maintaining the confidentiality of your users’ accounts, passwords and personal identification numbers used in conjunction with the Services; (c) all uses of the Services by you; and (d) notifying us immediately of any unauthorized use of its account or any other breach of security. You agree to hold us harmless and we will not be liable for any losses or damages that you may incur as a result of a third party using its password or account.

  1. Fees; Biling and Payment

(1) We charge fees for certain features of the Service. The fees applicable to you and the billing details shall be outlined in a certain Software as a Service Agreement signed between you and the Company. Payments shall made in accordance with the invoices sent by the Company and the Software as a Service Agreement.

(2) If you pay by credit card or certain other payment instruments, the Service provides a link to our payment processing agent. You hereby authorize the Company or any payment agent hired by Company to bill your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the plan for the Service until you terminate your subscription to the Service. You agree to promptly update your account information with any changes that may occur. In any case, any payment agent hired by the Company will not be permitted to store, retain or use your billing information except to process your credit card information.

(3) All bank and transaction fees associated with the payment for the Service, including, but not limited to services of a correspondent bank or transferring money, shall be paid by the you.

  1. Prohibited Uses

(1) Buyer may use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service (a) in any way that violates any applicable law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (b) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (c) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in these Terms; (d) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; and (e) to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

(2) Additionally, you agree not to (a) use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service; (b) use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service; (c) use any device, software or routine that interferes with the proper working of the Service; (d) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (e) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, or any server, computer or database connected to the Service; (f) attack the Service via a denial-of-service attack or a distributed denial-of-service attack; or (g) otherwise attempt to interfere with the proper working of the Service.

  1. Monitoring and Enforcement; Termination

(1) We have the right to (a) remove or refuse to post any User Contributions for any or no reason in our sole discretion; (b) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms.

(2) Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

(3) However, we cannot review material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

  1. Content Standards

These content standards apply to any and all user contributions and use of interactive services. User contributions must in their entirety comply with all applicable federal, local and international laws and regulations. Without limiting the foregoing, user contributions must not (a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (c) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy; (e) be likely to deceive any person; (f) promote any illegal activity, or advocate, promote or assist any unlawful act; (g) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; (h) impersonate any person, or misrepresent your identity or affiliation with any person or organization; and/or (i) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

  1. Reliance on Information Posted

The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER USERS OF THE SERVICE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

  1. Updates to the Service and the Service

(1) Company may from time to time in its sole discretion develop and provide Service and Service updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

(2) You shall promptly download and install all Service Updates and acknowledge and agree that the Service or portions thereof may not properly operate if you fail to do so. You further agree that all Updates will be deemed part of the Service and be subject to all terms and conditions of these Terms. Any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material.

(3) We reserve the right to withdraw or amend this Service, including mobile applications and any material, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users, including registered users.

  1. Information About You and Your Visits to the Service

All information we collect on this Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

  1. Termination Terms and Refund Policy

(1) You may terminate your account and subscription to the Service as of the end of your current subscription term by providing notice, in accordance with the Software as a Service Agreement. Unless your account and subscription to the Services is so terminated, your subscription to the Service will be renewed for a Subscription Term of same length to the expiring subscription term. Unless otherwise specified, the Subscription Charges applicable to your subscription to the Service for any such subsequent subscription term shall be our standard Subscription Charges for the Service Plan to which you have subscribed, as of the time such subsequent subscription term commences.

(2) No refunds for Subscription Charges or other fees or payments will be provided to you if you choose to terminate your subscription to the Service or cancel your account prior to the end of your effective subscription term. Following the termination or cancellation of your subscription to the Service and to the extent permitted by law, we reserve the right to delete all data and information regarding the account and your activities.

(3) Company may terminate this Agreement at any time without notice. In addition, these Terms will terminate immediately and automatically without any notice if you violate any of its terms and conditions. Upon termination all rights granted to you under this Agreement will also terminate. Termination will not limit any of Company’s rights or remedies at law or in equity.

  1. Disclaimer of Warranties

(1) You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

(2) YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

(3) THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

(4) THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Limitation on Liability

(1) IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

(2) THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, your user contributions, any use of the Service’s content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the Service.

  1. Export Regulations

The Service may be subject to U.S. or international export control laws. You shall not, directly or indirectly, export, re-export or release the Service to, or make the Service accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Service available outside the United States.

  1. Governing Law and Jurisdiction

(1) All matters relating to the Service and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Texas and applicable federal laws, without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention for the International Sale of Goods is expressly excluded.

(2) Any legal suit, action or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the country of Plano, Texas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  1. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  1. Waiver and Severability

(1) No waiver of by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

(2) If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

  1. Entire Agreement; Conflict

The Terms, the Software as a Service Agreement and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service. In the event of conflict, the provisions of the Software as a Service Agreement shall prevail.

  1. Relationship of the Parties

These Terms are not an agency, partnership, joint venture, employment or other such business arrangement. You may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.

  1. Assignment

The Company may assign these Terms or any part of them, and the Company may delegate any of its obligations under these Terms. You may not assign these Terms or any part of them, nor transfer or sub-license your rights under these Terms, to any third party.

  1. Your Comments and Concerns

This Service is operated by SEMBA Mobile, Inc. d/b/a “SEMBA Technologies”.

All other feedback, comments, requests for technical support and other communications relating to the Service should be directed to:

SEMBA Mobile, Inc. d/b/a “SEMBA Technologies”

6860 Dallas Pkwy, Suite 200

Plano, TX 75024 USA

support@sembatechnologies.com