Patchdeck Subscriber Agreement and Terms Of Use

1. Your Acceptance

Welcome to the Patchdeck Subscriber Agreement and Terms of Use. This is an agreement (“Agreement”) between Patchdeck, LLC (“Patchdeck";), the owner and operator of https://patchdeck.com/ and Patchdeck software, application, components, and any associated services offered (collectively the “Platform”) and you (“you”, “your”, “User”, or “Subscriber”), a Subscriber of the Platform. The Patchdeck Platform may offer services including but not limited to patch management services (“Patchdeck Services”) as applicable. Throughout this Agreement, the words “Patchdeck,” “us,” “we,” and “our,” refer to our company, Patchdeck, as is appropriate in the context of the use of the words.

PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS.

By clicking “I agree”, subscribing to the Platform, and accessing or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Subscriber Terms or the Privacy Policy and may notify you when we do so. If you do not agree to the Agreement or the Privacy Policy please cease using our Platform immediately.

2. Platform and Subscriber Accounts

Users may be required to register on the Platform before accessing portions of the Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. All users are required to provide truthful, up-to-date, and accurate information when registering for our Platform and must be over the age of 18. We reserve the right to verify all user credentials and to reject any users. You are entirely responsible for maintaining the confidentiality of password and account and for any and all activities that occur under your account. You agree to notify Patchdeck immediately of any unauthorized use of your account or any other breach of security. Patchdeck will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. Where you are creating an account on behalf of an organization you represent and warrant that you have the full right and authority to bind such organization to this Agreement.

3. Additional Access and License

After registering and properly paying for our Platform, where required, we shall grant you access to the Platform as permitted by us and in accordance with this Agreement. Where you download any portions of our Platform, we grant you a limited, non- exclusive, fully revocable, non-transferable, and non-assignable license to download and use the Platform in accordance with this Agreement. You may only download one copy of the Platform for each license paid for in accordance with this Agreement. You may only use the Platform for your own internal business purposes and your access is limited to yourself and to your business or organization’s authorized users in accordance with this Agreement. All rights not explicitly granted are reserved for Patchdeck. If you or your authorized users breach this Agreement, access to use our Platform may be terminated at our discretion. Additionally, we may revoke your access to our Platform if we believe that your actions or your authorized users actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct.

4. Patchdeck Services

The Patchdeck Services may assist Subscribers in patch management through downloaded applications and web accessible services. You may use the Platform and any Patchdeck Services solely as permitted and provided for by Patchdeck and in compliance with all applicable laws. Please be aware that any Patchdeck Services, except as expressly stated otherwise, are offered on an “as is” basis and Patchdeck makes no representations or warranties regarding any of the Patchdeck Services offered. Patchdeck reserves the right to modify, change, and/or discontinue any and all portions of the Patchdeck Services at any time and may also remove or add Patchdeck Services to any subscription levels at its sole discretion. Please be aware that any information generated or processes created during the use of the Patchdeck Services such as patch management settings are considered User Content (defined below). Subscriber is solely responsible for all such information generated.

5. Platform Ownership

You acknowledge that the structure, organization, and code of the Platform, any hosted services, and all related software components are proprietary to Patchdeck and/or Patchdeck’s licensors and that Patchdeck and/or its licensors retains exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform, including all modifications, copies, enhancements, derivatives, and other software and materials developed hereunder by Patchdeck.  You shall not sell, copy, reproduce, transfer, publish, disclose, display or otherwise make available the Platform or any portions of the Platform including any modifications, enhancements, derivatives, and other software and materials developed hereunder by Patchdeck to others in violation of this Agreement.  You shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Platform, including any modifications, enhancements, derivatives, and other software and materials developed by Patchdeck. All rights not expressly granted in this Agreement are reserved for us.

6. Third Party Products

The Platform may contain software which originated with third party vendors (“Third Party Products”) and without limiting the general applicability of the other provisions of this Agreement, you agree that (1) the title to any Third Party Products incorporated in the Platform shall remain with the third party which supplied the same; and (2) you will not distribute any such Third Party Products available with the Platform, in any manner. You agree to abide by all licensing information that is contained in any portions of the Platform that are downloaded by you. We do not warrant or make any representations regarding any Third Party Products and you release us from any liability regarding your use of any Third Party Products.

7. Additional Software Purchases

In order to properly use portions of the Platform, you may be required to purchase a subscription or access to software offered by third parties (“Third Party Software”). The use of the Third Party Software is subject to any agreements, terms, conditions, or licenses that are solely entered in by and between you and the third party making such Third Party Software available to you. Patchdeck is not a party to any agreements entered into between you and any Third Party Software providers. Failure to properly maintain access or a license to any Third Party Software may cause a failure or disruption in using or accessing the Platform or any Patchdeck Services. We are not responsible for any failure or disruption due to your use of any Third Party Software.

8. Subscriber Responsibilities

Subscriber shall be exclusively responsible for its use or any of its authorized user’s use. You represent and warrant that: (1) you shall use the Platform solely for your internal commercial purposes; (2) you are duly authorized and have the power and authority to enter into this Agreement; (3) any User Content is not confidential; (4) you will establish a constant internet connection and electrical supply for the use Platform; (5) you will monitor and maintain proper access controls and security for its authorized users; (6) you will ensure that all authorized users abide by this Agreement; and (7) you shall use the Platform only for legal and lawful purposes. Subscriber shall indemnify and hold Patchdeck harmless for a breach of any provisions of this section.

9. Configurations

Subscriber is solely responsible for any configurations of the Platform and any Patchdeck Services including notification configurations used with your account. Such configurations are solely controlled by you and you may access such configurations through your account dashboard, we will not be responsible for any errors in any configurations set by you.

10. Results Generated

Patchdeck is not responsible for any information or results generated via your use of the Platform or the Patchdeck Services. Subscriber understands and agrees that all Patchdeck Services are dependent on your configurations and any User Content submitted by Subscriber and Subscriber is solely responsible for such submissions. THE SUBSCRIBER AGREES TO HOLD PATCHDECK FREE FROM RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF YOUR USE OF THE PATCHDECK SERVICES. PATCHDECK WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES OR THE PLATFORM. Patchdeck does not warrant any results, guarantee, endorse, or recommend any results generated and Subscriber’s use of any results generated is at your own risk.

11. Privacy Policy

We value your privacy and understand your privacy concerns. Our Privacy Policy is incorporated into this Agreement, and it governs your submission of information to our Platform. Please review our Privacy Policy so that you may understand our privacy practices.  All information we collect is subject to our Privacy Policy, and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

12. User Content

A Subscriber’s ability to submit or transmit any information through the Platform, including but not limited to user information, configurations, Third Party Software license, data, recordings, written content, images, videos, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations. When you submit any User Content to us, you grant Patchdeck, its partners, affiliates, Users, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for the purposes of providing you any services associated with the Platform for the duration of this Agreement. User Content will not be shared with any third parties except as required to provide the Patchdeck Services. Patchdeck has no liability to Users for any User Content including all data, information, copy, images, URL names, and anything else submitted by you or any third parties using the Platform. Specifically, Patchdeck shall not be liable for any errors related to any User Content. We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you.

13. Monitoring User Content

Patchdeck shall have the right, but not the obligation, to monitor all User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Patchdeck shall have the right, but not the obligation, to remove or disable access to any User Content at its sole discretion.

14. Use of the Platform

When using our Platform, you are responsible for your use of the Platform. You agree to the following:

• You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;
• You may not use automated bots or other software to send more messages through our Platform than humanly possible;
• You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;
• You may not access our Platform in an attempt to build a similar or other competitive product or share, rent, or otherwise make available your access or license to the Platform with any third parties;
• You agree not to remove any copyright, trademark or other proprietary notices from the Platform or any copies of the Platform;
• You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• You may not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;
• You may not interfere with or disrupt the Platform;
• You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing;
• You agree that any User Content submitted shall be truthful, accurate, and up to date; and
• You agree that you will not hold Patchdeck responsible for your use of our Platform.

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform and we may pursue any legal remedy available to us under applicable law. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Patchdeck reserves the right to suspend or terminate any account at any time.

15. Free Trials and Beta Users

Patchdeck may offer the Platform or the Patchdeck Services on a free trial basis or may make the Platform and Patchdeck Services free for its beta users. Patchdeck reserves the right to discontinue any free trials or free beta users at any time and without liability to us. Where you participate in any free trial or beta any license granted shall be free subject to the trial or beta period after such period your license shall terminate. Where you have signed up for a free trial, you agree at the expiration of your free trial you may be automatically subscribed to the Patchdeck Services and your payment method on file may be charged.

16. Subscriber Payments

Subscriber agrees to pay for all costs, fees, and taxes listed when purchasing access the Platform including any recurring subscriptions. Where you have properly paid for a subscription we shall grant you access to the Patchdeck Services and Platform. In addition, Subscriber agrees to timely pay any and all fees as charged. Subscriber may upgrade or downgrade its subscription at any time. Where applicable, you must agree to our third party payment processors’ terms and conditions for processing payments. All prices are listed in US Dollars. All information that you provide in connection with a payment or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, Patchdeck may suspend or terminate your access to the paid portions of the Platform and the associated Patchdeck Services, without liability to us. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.

17. Automatic Payments

Where applicable and offered, Subscriber may elect to set up automatic payments for your subscription. IF SUBSCRIBER’S ACCOUNT HAS BEEN SET UP FOR AUTOMATIC BILLING, PATCHDECK MAY CHARGE SUBSCRIBER AUTOMATICALLY AND ON A RECURRING BASIS, UNLESS SUBSCRIBER NOTIFIES US THAT SUBSCRIBER WANTS TO CANCEL SUBSCRIBER’S AUTOMATIC PAYMENT VIA SUBSCRIBER’S ACCOUNT DASHBOARD. ADDITIONALLY, SUBSCRIBER AUTHORIZES US TO BILL SUBSCRIBER ON A RECURRING BASIS AND AGREES THAT SUBSCRIBER’S AUTOMATIC PAYMENTS SHALL RECUR BASED ON YOUR SELECTED SUBSCRIPTION UNTIL WE ARE NOTIFIED OTHERWISE. SUBSCRIBER AGREES THAT NO ADDITIONAL CONSENT IS REQUIRED BY SUBSCRIBER TO CHARGE SUBSCRIBER’S PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS FOR THE SUBSCRIPTION SELECTED.

18. Refunds

Due to our flexible pricing, we cannot offer refunds at this time. If you have any questions related to any charges within your account please contact us.

19. Taxes

Where Patchdeck does not charge you taxes for any payments, you agree to pay any and all applicable taxes. Subscriber agrees that Patchdeck cannot and will not provide Subscriber with any tax advice, any such questions should be directed to Subscriber’s tax attorney or other tax professional.

20. Pricing and Price Increases

The pricing for your access to the Platform is listed on the Patchdeck Platform or within your account. Additionally, Patchdeck may increase the pricing or Patchdeck fees charged, at our discretion and we reserve the right to do so at any time. In the event of a price increase, Patchdeck shall notify you and you will have the chance to accept or reject any price increase. Please notify us if you intend to reject a price increase. Where you have rejected a price increase this Agreement may be terminated immediately at our discretion. You agree that Patchdeck has no obligation to offer any services for the price originally offered to you at sign up.

21. Subscriber Account Holds

From time to time, Patchdeck may place a hold (“Hold”) on a Subscriber’s account. Some of the reasons that we may place a Hold on Subscriber’s account include but are not limited to the following: (1) if we have reason that your actions or authorized users actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) at the request of our payment processors or due to delayed payment; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend Subscriber’s access to the Platform while such Hold is in place.

22. Termination of Your Subscription

You may cancel your subscription at any time via your Patchdeck dashboard or contacting us at https://patchdeck.com/. Please be aware that upon termination of your account, access to all or portions of our Platform may be become immediately disabled and any User Content stored may not be retained. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm Patchdeck, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.

23. Platform Security

We use encryption in providing the Platform but you agree to exercise caution and common sense when using the Platform and agree that you will not submit any User Content that is considered confidential.

24. Platform Availability

Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform may not always be either 100% reliable or available. Only Subscribers who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.

25. Support

Where a Subscriber requires support for the Platform, please contact us at support@patchdeck.com.

26. Modification of Platform

We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We reserve the right to discontinue previously offered features or functionality at our sole discretion and without prior notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of any portion of the Platform or the Patchdeck Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by the Platform without notice to you.

27. Idea Submission

Patchdeck or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Patchdeck. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Patchdeck’s products might seem similar to ideas you submitted to Patchdeck. Where you submit any Submission, whether solicited or unsolicited, you agree that: (1) your Submissions and their contents will automatically become the property of Patchdeck, without any compensation to you; (2) Patchdeck may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Patchdeck to review the Submission; and (4) there is no obligation to keep any Submissions confidential.

28. Disclaimer

THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER PATCHDECK, NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY PATCHDECK SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO PATCHDECK, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. PATCHDECK DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. PATCHDECK DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. PATCHDECK DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND PATCHDECK SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

29. Limitation of Liability

IN NO EVENT SHALL PATCHDECK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PATCHDECK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY PATCHDECK’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED, YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED USD, WHICHEVER IS GREATER.

30. Indemnity

You agree to defend, indemnify and hold harmless Patchdeck, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• your use of and access to the Patchdeck Platform;
• an authorized user’s use and access to the Patchdeck Platform;
• your violation of any term of this Agreement; or
• your violation of any third party right, including without limitation any copyright, property, or contractual right.

This defense and indemnification obligation will survive this Agreement and your use of the Patchdeck Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

31. Copyrights

We take copyright infringement very seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using our Platform, please send us a message which contains:

• Your name.
• The name of the party whose copyright has been infringed, if different from your name.
• The name and description of the work that is being infringed
• The location on our Platform of the infringing copy.
• A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
• A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Patchdeck, support@patchdeck.com or Patchdeck 7209 Lancaster Pike, Ste 4 #3071, Hockessin, Delaware 19707, USA

In the event that you receive a notification from Patchdeck stating content posted by you has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

• Your name, address, email and physical or electronic signature.
• The notification reference number (if applicable).
• Identification of the material and its location before it was removed.
• A statement under penalty of perjury that the material was removed by mistake or misidentification.
• Your consent to the jurisdiction of a federal court in the district where you live (if You are in the U.S.), or Your consent to the jurisdiction of a federal court in the district where Your service provider is located (if you are not in the US).
• Your consent to accept service of process from the party who submitted the takedown notice.

Please be aware that we may not take any action regarding your counter-notice unless Your notification strictly complies with the foregoing requirements. Please send this counter-notice to: https://patchdeck.com/ or Patchdeck 7209 Lancaster Pike, Ste 4 #3071, Hockessin, Delaware 19707, USA.

32. Choice of Law

This Agreement shall be governed by the laws in force in the state of Delaware. The offer and acceptance of this contract is deemed to have occurred in the state of Delaware.

33. Disputes

Any dispute relating in any way to your visit to the Platform or the Patchdeck Services shall be submitted to confidential arbitration in Hockessin, Delaware. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (“Rules”) then prevailing at the American Arbitration Association found at adr.org. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically, in written briefs, or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within New Castle County, DE.

You may opt-out of this dispute resolution provision by notifying Patchdeck within 30 days of the date on which you entered into this Agreement or purchased a subscription, whichever is earlier. You must do so by writing to Patchdeck 7209 Lancaster Pike, Ste 4 #3071, Hockessin, Delaware 19707, USA, attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with Patchdeck through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within New Castle County, DE.

34. Class Action Waiver

You and Patchdeck agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.

35. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement or any other agreement you may have with Patchdeck are deemed to conflict with each other’s operation, Patchdeck shall have the sole right to elect which provision remains in force.

36. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

37. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Access, Payment, Indemnification, Class Action, and Arbitration sections.

38. Entire Agreement

This Agreement along with the Privacy Policy constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Where this Agreement expressly and directly conflicts with the Privacy Policy, this Agreement shall control. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our website this Agreement shall supersede and control.

39. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.

40. Electronic Communications

The communications between you and Patchdeck use electronic means, whether you visit the Platform or send Patchdeck e-mails, or whether Patchdeck posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Patchdeck in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Patchdeck provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

41. Platform Issues

Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at support@patchdeck.com.

42. Relationship of Parties

This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Subscriber and Patchdeck. The relationship of the parties is as independent contractors. Subscriber has no authority (and shall not hold himself or herself out as having authority) to bind Patchdeck and Subscriber shall not make any agreements or representations on Patchdeck’s behalf without Patchdeck’s prior written consent.

43. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Patchdeck must be sent to our agent for notice to: support@patchdeck.com or Patchdeck 7209 Lancaster Pike, Ste 4 #3071, Hockessin, Delaware 19707, USA.