This is an agreement between Host Lincoln Ltd, trading as RoboShift.com on the one hand, and the user of RoboShift.com’s products and services on the other hand. In this Agreement “You” and “Your” refer to you or any agent, employee, servant or person authorized to act on your behalf. “We”, “Us” and “Our” refer to Host Lincoln Ltd as well as its subsidiaries and sister companies (collectively, “RoboShift.com”). This Agreement explains our obligations to you, and explains your obligations to us for various services offered by RoboShift.com. When you use your account or permit someone else to use it to purchase or otherwise acquire access to additional RoboShift.com service(s) or products or to cancel your RoboShift.com services (even if we were not notified of such authorization), this Agreement covers such service or actions.
1. Term of Agreement.
Modification. You agree that RoboShift.com may modify this Agreement and the services it offers to You from time to time. You agree to be bound by any changes RoboShift.com may reasonably make to this Agreement when such changes are made. If You have purchased services or products from RoboShift.com, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the products or services.
2. Accurate Information.
You agree to maintain accurate information by providing updates to RoboShift.com, as needed, while You are using RoboShift.com’s products and services. You agree You will notify RoboShift.com within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by RoboShift.com to determine the validity of information provided by You will constitute a material breach of this Agreement. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if RoboShift.com has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, RoboShift.com has the absolute right, in its sole discretion, to terminate its Services and close Your account.
4. Rates and Prices.
You acknowledge that the nature of the service furnished and the rates and charges have been communicated to You. You are aware that RoboShift.com reserves the right to change the specified rates and charges from time to time.
5. Fees, Payments and Refund.
As consideration for the products and/or services purchased by You and provided to You by RoboShift.com, You agree to pay RoboShift.com at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your services are suspended, terminated, or transferred prior to the end of the term of service. RoboShift.com expressly reserves the right to modify pricing through email notification and/or notice on its website.
If You signed up for a monthly payment plan, Your monthly billing date will be determined based on the day of the month You purchase the products or services. If You signed up for an annual payment plan, and You selected the automatic renewal option, RoboShift.com will automatically renew Your services when they come up for renewal and will take payment in accordance with the designated payment method at RoboShift.com’s current rates.
If for any reason RoboShift.com is unable to charge Your account for the full amount owed RoboShift.com for the products and/or services provided, or if RoboShift.com is charged a penalty for any fee it previously charged to You, You agree that RoboShift.com may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason RoboShift.com is unable to charge Your credit card with the full amount of the services provided, or if RoboShift.com is charged back for any fee it previously charged to the credit card You provided, You agree that RoboShift.com may pursue all available remedies in order to obtain payment. You agree that among the remedies RoboShift.com may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any products and/or services registered or renewed on Your behalf. RoboShift.com reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular services, including additional costs that it may incur in providing the services and pass these costs along to You.
RoboShift.com provides a 3 day grace period from the time the invoice is due and when it must be paid. When an invoice is 3 days past due the specific service(s) associated with that invoice will be suspended until payment is received.
You agree that You will be responsible for notifying RoboShift.com should You desire to terminate Your use of RoboShift.com ‘s Services. Notification of Your intent to terminate must be provided to RoboShift.com no earlier than 10 days prior to Your billing date but no later than 3 days prior to Your billing date.
7. Account Use.
You are responsible for security of your password. RoboShift.com will not change passwords to any account without proof of identification, which is satisfactory to RoboShift.com, which may include written authorization with signature. In the event of any partnership break-up, divorce or other legal problems that includes You, You understand that RoboShift.com will remain neutral and may put the account on hold until the situation has been resolved. Under no circumstances will RoboShift.com be liable for any losses incurred by You during this time of determination of ownership, or otherwise. The You agree to indemnify and hold harmless RoboShift.com from any and all claims arising from such ownership disputes.
8. Limitation of Liability; Waiver and Release.
The services offered by RoboShift.com are being provided on an “AS IS” and RoboShift.com expressly disclaims any and all warranties, whether express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose, to the fullest extent permitted or authorized by law. Without limitation of the foregoing, RoboShift.com expressly does not warrant that the RoboShift.com products and/or services will meet Your requirements, function as intended, or that the use of the provided services will be uninterrupted or error free. In no event shall RoboShift.com be liable for any or all direct, indirect, incidental, special, exemplary or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including, but not limited to, negligence or otherwise) arising in any way out of the use of the services, even if RoboShift.com is aware of or has been advised of the possibility of such damages.
Accordingly, You for Yourself and all of Your heirs, personal representatives, predecessors, successors and assigns, hereby fully release, remise, and forever discharge RoboShift.com and all affiliates of RoboShift.com, and all officers, agents, employees, and representatives of RoboShift.com, and all of their heirs, personal representatives, predecessors, successors and assigns, for, from and against any and all claims, liens, demands, causes of action, controversies, offsets, obligations, losses, damages and liabilities of every kind and character whatsoever, including, but not limited to, any action omission, misrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder, whether known or unknown, relating to or arising out of, or in any way connected with or resulting from, the products and services and Your acquisition and use thereof, including, but not limited to, the provision of the RoboShift.com products and/or services by RoboShift.com and its agents and employees. Further, You agree to defend, indemnify and hold RoboShift.com harmless from any loss, liability, damages or expense, including reasonable attorneys’ fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person’s copyright, trademark or proprietary or intellectual property right, or misappropriates a third person’s trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should RoboShift.com be notified of a pending law suit, or receive notice of the filing of a law suit, RoboShift.com may seek a written confirmation from You concerning Your obligation to defend, indemnify RoboShift.com. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that RoboShift.com shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify RoboShift.com of any such claim promptly in writing and to allow RoboShift.com to control the proceedings. You agree to cooperate fully with RoboShift.com during such proceedings.
10. Legal Age.
You attest that you are of legal age to enter into this Agreement.
11. Final Agreement.
This Agreement, together with all modifications, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us.
12. No Agency Relationship.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties hereto. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
15. Assignment and Resale.
Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes any of the Services (or portion thereof) without RoboShift.com’s prior express written consent.
16. Force Majeure.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over RoboShift.com, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, RoboShift.com may immediately terminate this Agreement.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.