- Changes to Terms
TB and/or its corresponding Affiliate occasionally updates the Agreement, so the User must refer to these Terms and the corresponding Service-Specific Agreement in the future. The TB Group reserves the right to modify the Agreement at any time without prior notice. Using the Services or Website after the changes become effective means the User agrees to the new terms of the Agreement. If the User does not agree to the new terms, the User must stop using the Website and/or Services, close its Account.
TB and its Affiliates (collectively, the “TB Group”) offer many services (collectively, the “Services”). Among the many Services the TB Group provides, software licenses may be offered (“Software”). The User’s purchase and/or use of the Services and/or Software will be subject to this Agreement, including this Terms and the applicable service-specific agreement that may apply, which are available at the links below:
- TransparentBusiness Platform Service Agreement
- Sheworks! Platform Service Agreement
- Yandiki Platform Service Agreement
Any reference to TB’s or its Affiliates’ Services on the Website does not imply that such Service is or will be available in the User’s location.
This Agreement will remain in effect as long as the User keeps using the Website and/or Services and/or Software. TB may immediately terminate the Agreement, the User’s Account or any Services provided to the User if the User breaches the Agreement. The representations, warranties, and covenants of the User contained in this Agreement, as well as any pending payment obligation that the User has not fulfilled, will survive the termination of this Agreement.
- Errors and omissions
The Website may contain technical inaccuracies and typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to certain Services and/or Software. TB and its Affiliates shall not assume responsibility or liability for any such inaccuracies, errors or omissions, and shall have no obligation to honor reservations or information affected by such inaccuracies. TB and its Affiliates reserves the right to make changes, corrections, cancellations and/or improvements to any information contained on the Website, at any time without notice, including after confirmation of a transaction.
The Website and/or Services and/or Software, or material or products offered through the Services may be unavailable from time to time, may be offered on a limited basis, or may vary depending on the User’s region or device. If the User changes the location associated with your User’s account, the User may need to re-acquire the material or applications that were available to it and paid for in its previous region. The User agrees not to access or use material or Services which are illegal or not licensed for use in the country from which the User accesses or uses such material or Services, or to conceal or misrepresent its location or identity in order to access or use such material or Services. TB and its Affiliates strive to keep the Website and/or Services and/or Software up and running; however, all online services suffer occasional disruptions and outages, and TB and its Affiliates are not liable for any disruption or loss the User may suffer as a result. In the event of an outage, the User may not be able to retrieve the User’s Content, Content or any other data that the User stored. TB recommends that the User regularly backups the User’s Content and Content stored on the Website and/or Services and/or Software.
Some Services and Softwares allow the User to store or share content or receive material from others (“User’s Content”). TB nor any of its Affiliates claim ownership of the User’s Content. User’s Content is owned by the User and the User is responsible for it. When the User shares User’s Content with other people, the User understands that TB and/or its Affiliates may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share and display the User’s Content without compensating you. If the User does not want others to have that ability, the User must avoid using the Services to share User’s Content. The User represents and warrant that it has (and will have) all the rights necessary to upload, store, or share on or through the Services the User’s Content and that the collection, use, and retention of the User’s Content will not violate any law or rights of others. None of the Affiliates of the TB Group own, control, verify, pay for, endorse, or otherwise assume any liability for the User’s Content and cannot be held responsible for the User’s Content or the material others upload, store or share using the Services. Some Services and Softwares allow the User to store or share content or receive material from others (“User’s Content”). TB nor any of its Affiliates claim ownership of the User’s Content. User’s Content is owned by the User and the User is responsible for it. When the User shares User’s Content with other people, the User understands that they may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share and display the User’s Content without compensating you. If the User does not want others to have that ability, the User must avoid using the Services to share User’s Content. The User represents and warrant that it has (and will have) all the rights necessary to upload, store, or share on or through the Services the User’s Content and that the collection, use, and retention of the User’s Content will not violate any law or rights of others. None of the Affiliates of the TB Group own, control, verify, pay for, endorse, or otherwise assume any liability for the User’s Content and cannot be held responsible for the User’s Content or the material others upload, store or share using the Services. To the extent necessary to provide the Services and Softwares to the User and others, to protect the User and the Services, and to improve TB Group’s products and services, the User grants TB and its Affiliates a worldwide and royalty-free intellectual property license to use the User’s Content, for example, to make copies of, retain, transmit, reformat, display, and distribute via communication tools the User’s Content on the Services. If the User publishes the User’s Content in areas of the Service where it is available broadly online without restrictions, the User’s Content may appear in demonstrations or materials that promote the Service. Some of the Services are supported by advertising. The User might have the opportunity to post text, photographs, videos, or other content on the Website and/or Software (“Content”). The User can only post such Content if it owns all the rights to that Content, or if another rights holder has given it permission. By posting Content, The User grants TB and its Affiliates, our agents, licensees, and assigns an irrevocable, perpetual (non-exclusive) right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Content. Without those rights, the TB could not offer its Services. This license continues even if the User stops using the Website, Services and/or Software. The User agrees to indemnify, release, and hold TB and its Affiliates harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Content the User posts. If the User sends us any information, ideas, suggestions, or other communications to TB and/or any of its Affiliates, those communications will not be confidential. Moreover, unless it is otherwise provided on a separate agreement, TB and its Affiliates reserve the right to reproduce, use, disclose, and distribute such communications without any obligation to you. TB and its Affiliates are not responsible for, and do not endorse, any Content posted by any other person. Accordingly, TB and its Affiliates may not be held liable, directly, or indirectly, for any loss or damage caused to you in connection with any Content posted by another member.
- Software Functionality
There may be times when TB and/or its corresponding Affiliate needs to remove or change features or functionality of the Software or stop providing a Service or access to third-party apps and services altogether. Except to the extent required by applicable law, the TB Group has no obligation to provide a re-download or replacement of any material or applications previously purchased. the TB Group may release the Services or their features in a preview or beta version, which may not work correctly or in the same way the final version may work.
- Software License
Any Software offered or provided by the TB Group is licensed, not sold, and the TB Group reserves all rights to the Software not expressly granted by the TB Group, whether by implication, estoppel, or otherwise. In case the User legitimately accesses a Software provided by TB or any of its Affiliates, whether purchased or as part of a free trial, TB or the corresponding Affiliate will grant to the User a limited, non-transferrable, non-exclusive, revocable, non-sublicensable license to use the Software. This license does not give the User any right to, and the User may not: (i) circumvent or bypass any technological protection measures in or relating to the Software or Services; (ii) disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any Software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so; (iii) separate components of the Software or Services for use on different devices; (iv) publish, copy, rent, lease, sell, export, import, distribute, or lend the Software or the Services, unless the corresponding Affiliate of the TB Group expressly authorizes the User to do so; (v) Transfer the Software, any software licenses, or any rights to access or use the Services; (vi) use the Services or Software in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network; (vii) enable access to the Services or Software; (viii) modify any TB-authorized device by unauthorized third-party applications.
- Software Updates
Sometimes, Software updates might be needed to keep using the Services. the TB Group may automatically check the User’s version of the Software and download software updates or configuration changes. The User may also be required to update the Software to continue using it. Such updates are subject to the Agreement unless other terms accompany the updates, in which case, those other terms apply. TB isn’t obligated to make any updates available and doesn’t guarantee that it will support the version of the system for which the User or Main Administrator purchased or licensed the Software or other Services. Such updates may not be compatible with software or services provided by third parties. The User may withdraw your consent to future software updates at any time by uninstalling the Software.
- Third-Party Code
The Software or Website that is part of the Services may include third-party code. Any third-party scripts or code, linked to or referenced from the software or website, are licensed to you by the third parties that own such code, not by any Affiliate of the TB Group.
- User Accounts
The User may be required to create an account (“Account”) and specify a password to use certain Services, Software or features on the Website. To create an Account, the User must be at least legally capable to celebrate contracts and must provide truthful and accurate information about itself. It is strictly prohibited to impersonate anyone else when creating an Account. Each User shall be allowed a single account; in the event TB becomes aware of duplicate accounts, TB shall have the full right to close such duplicate accounts. This will also apply to accounts created by bots or by other automated means. If the User’s information changes at any time, the User must update its Account to reflect those changes. In some cases, an Account may be assigned to the User by an administrator (“Main Administrator”). If the User is using or logging into an Account assigned to it by a Main Administrator, additional terms may apply to the User’s use of the Website and/or Services. Moreover, the Main Administrator may be able to access or disable the User’s Account without the User’s involvement. The User cannot share its Account with anyone else. For this reason, the User is obliged to keep his password confidential and is the sole responsible for its User’s Account confidentiality and security and try not to use it on other Websites. If the User believes its Account has been compromised at any time, it must immediately notify TB, so that TB can put a temporary lock on your account, until the User is able to access its account securely again. The User is also advised to periodically change its password to its account.
- Website Management
TB reserves the right but does not have the obligation to, in its sole discretion: (i) monitor the Website for violations of the Agreement; (ii) take appropriate legal action against anyone who violates the Agreement, including without limitation, reporting such User to law enforcement authorities; (iii) refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any User’s contribution or any portion thereof that may violate the Agreement; (iv) remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to TB’s systems; (v) manage the Website in a manner designed to protect the rights and property of TB and others and to facilitate the proper functioning of the Website.
- Export Laws
User must comply with all domestic and international export laws and regulations that apply to any Service or Software provided by TB or any of its Affiliates, which include restrictions on destinations, end users, and end use.
- Use of the Website
By agreeing to the Agreement Terms, the User is agreeing that, when using the Website and/or Services and/or Software, it will follow these rules: (i) Don’t do anything illegal; (ii) Don’t engage in any activity that exploits, harms, or threatens to harm children; (iii) Don’t send spam or engage in phishing. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), instant messages, or similar electronic communications. Phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords, dates of birth, Social Security Numbers, passport numbers, credit card information, financial information, or other sensitive information, or to gain access to accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit; (iv) Don’t publicly display or use the Services to share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity) or User’s Content or Content or material that does not comply with local laws or regulations; (v) Don’t engage in activity that is fraudulent, false or misleading (e.g., asking for money under false pretenses, impersonating someone else, manipulating the Services to increase play count, or affect rankings, ratings, or comments) or libelous or defamatory; (vi) Don’t circumvent any restrictions on access to or availability of the Services or Website; (vii) Don’t engage in activity that is harmful to the User, the Services, the Website or others (e.g., transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech, or advocating violence against others); (viii) Don’t infringe upon the rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material, resale or other distribution of Bing maps, or photographs); (ix) Don’t engage in activity that violates the privacy or data protection rights of others; (x) Don’t help others break these rules. If the User violates these above terms or any provision of this Agreement, TB and/or its Affiliates may, in their sole discretion, stop providing Services to the User and/or close the User’s Account. TB and/or its Affiliates may also block delivery of a communication (like email, file sharing or instant message) to or from the Services or Website to enforce the Agreement or remove or refuse to publish the User’s Content or Content for any reason. When investigating alleged violations of the Agreement, TB reserves the right to review User’s Content or Content to resolve the issue, and the User hereby authorizes such review. If TB reasonably suspects that the Website and/or Services has been used for an unauthorized, illegal, or criminal purpose, the User gives TB express authorization to share information about the User with law enforcement.
- Data Privacy
- DMCA Compliance
- Disclaimer of Warranties
TB, AND ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE WEBSITE, SOFTWARE OR SERVICES. THE USER UNDERSTANDS THAT THE USE OF THE WEBSITE, SOFTWARE OR SERVICES IS AT ITS OWN RISK AND THAT THE WEBSITE, SOFTWARE OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” NEITHER TB NOR ITS AFFILIATES GUARANTEE THE ACCURACY OR TIMELINESS OF THE WEBSITE, SOFTWARE OR SERVICES. THE USER MAY HAVE CERTAIN RIGHTS UNDER ITS LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. THE USER ACKNOWLEDGES THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. TB AND ITS AFFILIATES DO NOT GUARANTEE THE WEBSITE, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR, NOR THEY GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM COMPUTER NETWORKS. TO THE EXTENT PERMITTED UNDER THE USER’S LOCAL LAW, TB AND ITS AFFILIATES EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT.
The User agrees to defend, indemnify and hold harmless TB, 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 or relating to: (i) User’s violation of the Agreement, (ii) User’s use of the Website and/or Services and/or Software; (iii) breach of any representation, warranty or covenant contained in the Agreement; and (iv) breach of any applicable law.
- Intellectual Property
The Website and/or Services and/or Software, including graphics, user interface, audio clips, video clips, editorial content, templates and the scripts and software used to implement them, contains proprietary information and material that is owned by TB and/or its Affiliates and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright (“Intellectual Property”). Using the Website and/or Services and/or Software does not give the User ownership of any Intellectual Property rights to the User. The User may not use content from the Website and/or Services and/or Software unless it obtains permission from TB or its Affiliates. Except as expressly provided under the Agreement, TB and its Affiliates do not grant the User a license or any other rights of any type – such as the right to modify, rent, lease, loan, sell, distribute, or create derivative works based on Intellectual Property – under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by TB or its Affiliates or any related entity, including but not limited to any name, trade dress, logo or equivalents. If the User gives TB or its Affiliates any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements (“Feedback”), you give to the corresponding Affiliate of the TB Group, without charge, royalties or other obligation to the User, the right to make, have made, create derivative works, use, share and commercialize the Feedback in any way and for any purpose. The User will not give Feedback that is subject to a license that requires TB or its Affiliates to license its software, technologies or documentation to any third party because TB or its Affiliates includes the Feedback in them.
- Limited Liability
If the User has any basis for recovering damages, to the extent permitted by the applicable law, the User agrees that its exclusive remedy is to recover, from TB or any affiliates, directors, employees, agents resellers, distributors, and vendors, direct damages up to an amount equal to the Services or Software fee for the month during which the loss or breach occurred (or up to USD$10.00 if the Services or Software are free). To the extent permitted by the applicable law, the User can’t recover any (i) consequential losses or damages; (ii) loss of actual or anticipated profits (whether direct or indirect); (iii) loss of actual or anticipated income (whether direct or indirect); (iv) loss of contract or business or other losses or damages arising from the User’s use of the Website, Services and/or Software in a non-personal capacity; (v) special, indirect, incidental or punitive losses or damages; and (vi) to the extent permitted by law, direct losses or damages in excess of the caps specified above. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to the Agreement, the Website, the Services, or the Software related to the Services. TB and its Affiliates are not responsible or liable for any failure to perform or delay in performing its obligations under these Terms to the extent that the failure or delay is caused by circumstances beyond TB and its Affiliates’s reasonable control (such as labor disputes, acts of God, war or terrorist activity, malicious damage, accidents or compliance with any applicable law or government order).
- No Joint Liability
In no case shall TB and its Affiliates be jointly liable for any Service, being each Affiliate’s liability strictly limited to the Service or Software specifically provided by each Affiliate. Although certain Services or Software may be provided by an Affiliate from the TB Group different from TB, TB is the owner and operator of this Website. All representations, warranties, covenants, liabilities and obligations regarding the Website under this Agreement are not joint, and only TB will be liable for any breach, default, liability or other obligation regarding the Website.
- Social Media
The Website and/or Services may include features that operate in conjunction with certain third party social networking websites that the User may visit such as Facebook, Instagram, YouTube, Vimeo, and Twitter (“Social Network Features”). While the User’s use of the Social Network Features is governed by the Agreement, the User’s access and use of third party social networking sites and the services provided through the Services is governed by the terms of service and other agreements posted on these sites. The User is responsible for ensuring that the use of those sites complies with any applicable terms of service or other agreements.
- Third-Party Links
Third-party links on the Website may direct the User to third-party websites (“Third-Party Websites”) that are not affiliated with the TB Group. TB nor its Affiliates are responsible for examining or evaluating the content or accuracy of Third-Party Websites and do not warrant and will not have any liability or responsibility for any Third-Party Websites. TB and its Affiliates are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party Websites. The User must review carefully the third-party’s policies and practices and make sure it understands them before it engages in any transaction. Complaints, claims, concerns, or questions regarding Third-Party Websites or anything offered in them should be directed to the third-party.
“Affiliate” shall mean any entity which controls, which is controlled by, or which is under common control with a Party.
- Advice of Counsel
Each Party acknowledges that, in executing this Agreement, it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Agreement. This Agreement may not be construed against any Party by reason of the drafting or preparation hereof.
- Assignment and Transfer
To the extent permitted by applicable law, TB may assign this Agreement or subcontract its obligations or sublicense its rights under the Agreement, in whole or in part, without the consent of the other Party. User may not assign the Agreement or subcontract its obligations or sublicense its rights under the Agreement, in whole or in part, without the consent of TB.
The terms of this Agreement are solely for the benefit of the Parties. The terms of the Agreement are not for the benefit of any other person, except for each Party’s successors and assignees.
- Claims Filing
Any claim related to the Agreement must be filed in the chosen Dispute Resolution Authority within one year of the date you could first file the claim unless your local law requires a longer time to file claims. If not filed within that time, then it is permanently barred.
- Dispute Resolution
The Parties agree that if any dispute arises out of or in connection to this Agreement, the Parties shall first seek settlement of that dispute by mediation in accordance with the rules of the International Centre for Dispute Resolution under its Mediation Rules, which procedure is deemed to be incorporated by reference in this clause. If the dispute is not settled by mediation within 30 days of the appointment of the mediator, or such further period as the Parties shall agree in writing, the dispute shall be referred to and finally settled through binding arbitration by the International Centre for Dispute Resolution (the “Dispute Resolution Authority”) in accordance with its International Arbitration Rules. The number of appointed arbitrators shall be one in accordance with the said Rules of Arbitration. The seat, or legal place, of arbitration, shall be Reno, Nevada. The language to be used in the arbitral proceedings shall be in English.
- Entire Agreement
- Governing Law
This Agreement will be governed by and construed according to the laws of the State of Nevada, without regard for its conflicts of law principles that would require application of the laws of a different state.
Section headings are for reference only and have no legal effect.
- Prevailing Language
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
All parts of this Agreement apply to the maximum extent permitted by relevant law. Should any provision of this Agreement be held by a court or arbitrator of competent jurisdiction to be enforceable only if modified, or if any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, such holding will not affect the other provisions of this Agreement. In such case, TB may replace the invalid provision with similar terms to the extent enforceable under the relevant law.
The delay or failure of either Party to exercise any right under this Agreement will not constitute a waiver of such right unless such party has specifically waived such right in writing. Any such waiver of a right under this Agreement on one occasion will not constitute a waiver of any other right under this Agreement or of the same right on any other occasion.