Effective Date: 4/29/24

The ItsWare.com mobile application, website, and its associated services, software, and content (collectively “Website”) is owned and operated by ItsWare Inc. (“ItsWare”, “our”, “us”, “we”), a Delaware corporation with its principal place of business in Palo Alto, California. ItsWare has adopted this Terms of Use Agreement (“Agreement”) to inform you (“User(s)”) of your rights and duties when using the Website. If you do not agree with the terms and conditions of this Agreement, you are expressly prohibited from using the Website and must discontinue your use immediately.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE AND ASSOCIATED SERVICES. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND WAIVER OF JURY TRIAL. PLEASE READ THEM CAREFULLY.

ITSWARE MAY, FROM TIME TO TIME, AND RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE OR THIS AGREEMENT. IN THE EVENT ITSWARE MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE OR THIS AGREEMENT, YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.

Definitions.

As used in this Agreement:

• “Account” means a Registered User’s account with the Website.

• “App” means the mobile application offered by ItsWare, in its latest version, and all documentation, content, and Services that will be made available by us to you.

• “Registered User(s)” means Users who have made an account to use and access the Website.

• “Service(s)” means all services provided by ItsWare.

• “User(s)” means all individuals that visit the Website, including Registered Users.

• “You / Your / You’re” means Users. 
  
  

About the Website

ItsWare is an online platform that provides users with a comprehensive solution for managing the distribution and tracking of physical assets and tools in a seamless and automatic manner. It enables users to effortlessly monitor who is using what, where, and for how long, without causing any disruption to existing workflows. NEITHER ITSWARE NOR THE WEBSITE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVISE. ITSWARE IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR AND DOES NOT OFFER PROOF OF OWNERSHIP OR POSSESSION OF RECORDS.

Warranties and Representations

You warrant and agree that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions.  You warrant that you are a human individual that is eighteen (18) years of age or older.  If you are under eighteen (18) years of age but at least thirteen (13) years of age, you must present this Agreement to your parent or legal guardian for their review. You warrant that you are not prohibited from assenting to this Agreement by any preexisting Agreement.  

You warrant and represent that any and all information that you provide to ItsWare and the Website is accurate and valid. You agree to comply in good faith with the terms of this Agreement.

You will not use the Website in any way that violates the rights of third parties, and you agree to comply with any and all applicable local, national, state, provincial, and international laws, treaties, and regulations.  Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use the Website.  The Website is operated in the United States and ItsWare makes no representation that its Website or services or products are appropriate, lawful, or available for use in other locations.  

Beta Website

ItsWare may, from time to time, offer access to the Website that is classified as Beta version.  ItsWare makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version of the Website at any time without notice.  Beta versions of the Website is provided AS IS, and may contain bugs, errors, or other defects.  Your use of a Beta version is at your sole risk. 

Ownership of Website and License

You acknowledge and agree that ItsWare is the owner of, or has rights in and to, the Website and its associated software and content, including but not limited to all intellectual property rights inherent therein. The Website is protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Website for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website, whether in whole or in part, without the prior written consent of ItsWare. 

ItsWare hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, and revocable license to use the Website for its customary and intended purposes. Violation of the terms of this Agreement or use of the Website for a use outside of its customary and intended purposes, such as, but not limited to downloading (other than page caching) or modifying the Website or any portion of it will result in the termination of this license.  Absent prior written permission from ItsWare, you are not permitted to reproduce, prepare derivative works, distribute copies, perform, display, or use for commercial purposes the Website or its content.  This license is revocable at any time, and any rights not expressly granted herein are reserved to ItsWare.  

Intellectual Property

All trademarks (common law or registered) and copyrights (common law or registered) displayed on this Website is the property of their respective owners. All ItsWare marks are the property of ItsWare Inc., including, but not limited to ITSWARE and all ItsWare logos. The Website, including its look and feel, color selections, layout, and arrangement, is the trade dress of ItsWare. You are prohibited from using ItsWare’s trademarks, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of ItsWare.

Use of Website and Your Responsibilities

You may only use the Website pursuant to the terms of this Agreement. You understand that the Website is subject to change and may be modified at any time without notice. The Website is provided AS IS, and may contain bugs, errors, or other defects. Your use of the Website is at your own risk. Users are solely responsible for their use of the Website and shall abide by, and ensure compliance with, all laws in connection with use of the Website, including, but not limited to, laws related to recording, intellectual property, privacy, and export control. All Users that use the Website agree to the terms of this Agreement.

An email is required to create an account and use the Website. Through your Account, you will be able to view, change, or delete information from your Account. Your Account on ItsWare will be associated with your linked blockchain address. 

By using your wallet in connection with the Website, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with ItsWare, and ItsWare does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. ItsWare accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Website will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Website or your Account. 

You have a duty to ensure that the information provided through the Website and within your Account is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through the Website if and when that information changes. You are expressly prohibited from providing information that in a way impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that you will not interfere with or disrupt a third party’s enjoyment and use of the Website.  ItsWare reserves the right to restrict access to, monitor, suspend, disable, or delete Users’ information at any time, in its sole discretion, and without prior warning.  You agree to hold harmless and indemnify ItsWare for any damages that arise out of or in relation to the use of the Website. 

Registered Users agree to keep their Account secure from unauthorized access.  Registered Users should not reveal their passwords or login credentials to others.  Registered Users agree that they alone are responsible for their Account and all associated activities and purchases.  Registered Users accept full responsibility for any and all use of their Account, whether authorized or unauthorized.  In the case of unauthorized access to a Registered User’s Account, you agree to contact ItsWare immediately.  Registered Users agree to hold harmless and indemnify ItsWare for any damages that arise out of or in relationship to the use of their Account. 

Registered Users may cancel their Account from within their Account settings.  If a Registered Users cancels their Account, ItsWare is under no obligation to preserve their data for any length of time and will not be responsible for any loss of data.  ItsWare is under no obligation to provide Registered Users with the data associated with their Website use and/or Account, except as otherwise provided in the Privacy Policy.  ItsWare recommends that Registered Users maintain their own backup of information submitted to the Website.

Electronic Communications

Visiting the Website or making any contact to ItsWare or through the Website to third parties shall constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communications be in writing. 

Pricing

Prices for any services and products are subject to change without notice. We reserve the right at any time to modify or discontinue any products or services (or any part or content thereof) without notice. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinued products and services. In the event a service or product is listed at an incorrect price due to typographical error, we shall have the right to refuse or cancel any orders placed for product/service listed at the incorrect price. This right to refuse or cancel any order shall exist whether or not the order has been confirmed and you have been charged. If a charge has already occurred and your order is canceled, we will promptly issue a credit in the amount of the incorrect price.

Payment for Purchases

When making a purchase on the Website, payments are processed through a third-party payment processor, Stripe. By utilizing Stripe you are agreeing to their separate Terms of Service found here. 

You understand and agree that ItsWare will not be held liable for any User’s failure to complete a transaction entered into through the Website. You represent and warrant that if you are making online payments that: (a) any credit card debit card or bank account information you supply is true, correct and complete; (b) charges incurred by you will be honored by your credit card company, debit card company or bank; (c) you will pay the charges incurred by you in the amounts posted, including taxes; and (d) you are the person to whom the credit card, debit card or bank account belongs to. 

User Generated Content 

Users may submit content to the Website, including, but not limited to text, photos, audio, and videos (collectively “User Generated Content”).  

Except as otherwise licensed herein, you own all rights in and to your User Generated Content.  User Generated Content may be hosted, shared, and/or published as part of the Website’s associated services.  User Generated Content posted to public areas of the Website, including as comments to posts and reviews, will be publicly visible to all visitors of the Website.  You expressly acknowledge, however, that ItsWare does not guarantee any confidentiality with respect to any submissions of your User Generated Content.

By submitting User Generated Content to the Website, you grant ItsWare a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User Generated Content for the customary and intended purposes of the Website and any purpose related thereto, including, without limitation, to reproduce, prepare derivative works, distribute copies, perform, sell, display, research, and use any of the User Generated Content. These purposes may include, but are not limited to, providing you or third parties with the Website or its associated services, improving the Website or its associated services, and archiving or making backups of the Website. You agree to waive all moral rights in and to your User Generated Content across the world, whether you have or have not asserted moral rights in or to your User Generated Content. By submitting User Generated Content to the Website, you further agree to waive all rights of publicity or privacy with respect to the User Generated Content submitted.

You warrant that any User Generated Content that you submit to the Website will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.

You agree that you are solely responsible for any User Generated Content that you submit to the Website.  ItsWare acts solely as a repository of data, and therefore makes no guarantees as to the validity, accuracy, relevance, usefulness, or legal status of any User Generated Content.  ItsWare does not guarantee the confidentiality of any User Generated Content you share through the Website with any third party.  

ItsWare reserves the right to remove User Generated Content without prior notice and may, at its sole discretion, remove User Generated Content that it determines violates the terms of this Agreement.  ItsWare also reserves the right to terminate a User’s access to the Website for any reason, including, but not limited to, for repeatedly infringing on the intellectual property or other rights of third parties or otherwise violating the terms of this Agreement, or for no reason, and without prior notice.

Copyright Policy

The ItsWare.com website, content, and services (“Website”) are © 2024 ItsWare Inc. (“ItsWare”).  

ItsWare respects the intellectual property rights of others and is committed to helping third parties protect their rights. Users are prohibited from posting content that violates another party’s intellectual property rights. Unless otherwise stated, this Website and all content within this site are the property of ItsWare and are protected by copyright and other intellectual property laws.

By using this Website, you agree that you will not use any devices, software or automated programs such as spiders, crawlers or robots to systematically index, aggregate, download, harvest or re-publish any of its content or information.

If you believe that a user of ItsWare has infringed upon your copyright rights, please provide ItsWare with a notice of copyright infringement in compliance with § 512 of the Digital Millennium Copyright Act. Once ItsWare receives a notice of copyright infringement in compliance with § 512, we will act with commercial reasonableness to remove or disable access to the allegedly infringing content. ItsWare will also make a good faith attempt to notify the owner or uploader of the allegedly infringing content. The owner or uploader may respond to ItsWare with a counter-notification if they believe the content subject to a notice of copyright infringement was not infringing any intellectual property rights.

The notice of copyright infringement must be compliant with §512 of the Digital Millennium Copyright Act and must also contain the following:

1. The physical or electronic signature of a person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work(s) alleged to have been infringed;

3. The location of the copyrighted work(s) on the Website;

4. Your contact information, such as an address, telephone, fax number, or email address;

5. A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and

6. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

Conversely, if you are a Website user that believes that content subject to a notice of copyright infringement is not actually infringing, you may submit a counter-notification. The counter-notification must contain the following:

1. Identification of the specific materials that have been removed from the Website;

2. Your contact information, such as an address, telephone, fax number, or email address;

3. A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or misidentification; 

4. A statement that you consent to the jurisdiction of the federal district court in which your address is located or, if you are outside of the US, that you consent to the jurisdiction of the federal courts located in California;

5. A statement that you will accept service of process from the notifying party; and

6. Your physical or electronic signature.

Notifications of copyright infringement and counter-notifications may be submitted to:

ItsWare Inc.

530 Lytton Avenue, 2nd Floor

Palo Alto, CA 94301

Email Address: support@itsware.com  

Prohibited Uses

You expressly agree that you will not use the Website to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.

Specifically, you are prohibited from: 

• Posting or transmitting content that:

  • Infringes upon the intellectual property rights of others, including posting or sharing content that belongs to someone else;

  • Uses the name, image, or likeness of any individual without their express content, including the names or images of celebrities or public figures in connection with the Website;

  • Discloses confidential information obtained through the use of the Website;

  • Threatens or encourages bodily harm and/or destruction of property or that is offensive, defamatory, derogatory, pornographic or obscene; 

  • Promotes hate, violence, harassment, stalking, discrimination, terrorism, or intolerance of any kind based upon race, ethnicity, religion, sexual orientation, or disability;

  • Incites any illegal activity or unlawful sexual solicitation;

  • Relates to weaponry, controlled substances, gambling, or debt collection;

  • Raises support or defense of anyone alleged to be involved in criminal activity;

  • Impersonates another or is fraudulent, inaccurate, or misleading;

  • Constitutes an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter; 

  • Intends to collect personal or personally identifiable information from others;

  • Violates any term or condition of this Agreement;

• Using a robot, spider, scraper, or other automated technology to access the Website; 

• Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website; 

• Attempting to gain access to the private data or personal information of a Website user or third party;

• Circumventing ItsWare’s technological and physical security measures; 

• Suggesting an affiliation with or endorsement by ItsWare. 

If you encounter content or witness behavior that you believe is inappropriate and violates this Agreement, you may report it to ItsWare by sending an email to: support@itsware.com.  

Mobile Devices

In the event ItsWare provides access to the Website via a mobile device: to the extent you access the Website through a mobile device, your wireless carrier’s standard charges, rates, and fees may apply.  ItsWare is not responsible for any fees or errors that occur while accessing the Website via mobile device.  

Section 230 of Communications Decency Act

You acknowledge and agree that ItsWare is an interactive computer service provider under Section 230 of the Communications Decency Act. Though ItsWare may edit, remove, or control the content displayed through the Website, you agree that ItsWare will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Website or otherwise.  

Third Party & Affiliate Links

You understand that the Website may contain links to third party websites, applications, or services that ItsWare does not own or control. You agree that ItsWare will not be held responsible or liable for the content of third-party websites, applications, products, or services and that ItsWare’s inclusion of those websites, applications, products, or services within its Website does not constitute ItsWare’s endorsement of, recommendation of, or affiliation with any of those websites, applications, products, or services.

No Endorsement

From time to time, ItsWare will refer to commercial products, processes, services, experts, and/or websites.  Any reference is not intended to be an endorsement or statement that the information provided by the other party is accurate.  ItsWare does not endorse any commercial product, process, service, expert, or website.  The views and opinions of affiliates, contributors, and others expressed on this Website do not necessarily state or reflect those of ItsWare and are not intended to be used for product endorsement purposes.

Term and Termination

This Agreement will remain in full force and effect so long as the Website is in operation.  ItsWare may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to for your violation of a term or condition of this Agreement. 

Disclaimer of Warranties

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT WE DO NOT GUARANTEE THE ACCURACY, SAFETY, INTEGRITY OR QUALITY OF THE WEBSITE AND YOU HEREBY AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH USE OF THE WEBSITE, INCLUDING ANY RELIANCE ON THE WEBSITE, AND INTEGRITY AND ACCURACY OF THE WEBSITE. NOTHING ON THE WEBSITE SHOULD BE DEEMED TO CONSTITUTE A RECOMMENDATION TO PURCHASE ANY OF THE OFFERED PRODUCTS OR SERVICES. 

ITSWARE DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE. ITSWARE PROVIDES THE APP, WEBSITE, PRODUCTS, AND SERVICES PROVIDED THROUGH THE WEBSITE ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.

ITSWARE WILL NOT BE HELD LIABLE OR RESPONSIBLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE WEBSITE OR CRYPTO ASSETS. 

ITSWARE WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE WEBSITE, ANY THIRD-PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. ITSWARE IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, ALTERATION, AND/OR DESTRUCTION OF IDENTITY. ITSWARE RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME. 

ITSWARE WILL NOT BE HELD LIABLE FOR NETWORK, INTERNET, COMPUTER, HARDWARE, OR SOFTWARE PROGRAM MALFUNCTIONS, FAILURE, DELAYS, OR DIFFICULTIES WITH THE WEBSITE AT ANY TIME.

Limitation of Liability

ITSWARE WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE WEBSITE AVAILABLE THEREON, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT ITSWARE CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR THE WEBSITE, AND IN NO CASE WILL THAT AMOUNT EXCEED $100. IF NO AMOUNT IS PAID BY YOU TO ITSWARE, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW. 

THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. ITSWARE IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.

Indemnification

You agree to hold harmless, indemnify, and defend ItsWare, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of the Website, your use or provision of any services made through the Website, your reliance upon advice provided through the Website, your submission of User Generated Content to the Website, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party.

Your obligation to defend ItsWare under the terms of this Agreement will not provide you with the right to control ItsWare’s defense, and ItsWare reserves the right to control its defense and choose its counsel regardless of your contractual requirement to indemnify ItsWare.

No Assignment

You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. ItsWare may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Website. 

Jurisdiction, Governing Law, and Resolution of Disputes via Arbitration

This Agreement will be interpreted, governed, construed, and enforced in accordance with the laws of the United States of America and the State of California without giving effect to any conflicts of laws principles. The parties submit to and agree to personal jurisdiction in California, with venue proper in Santa Monica, California.  

Please read the terms of this Section (this “Arbitration Agreement”) carefully. It is part of your contract with ItsWare and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION, A CLASS ACTION WAIVER, AND A WAIVER OF TRIAL BY JURY.

(a) Applicability of Arbitration Agreement. Except as otherwise specifically provided in Paragraph (n) of this Arbitration Agreement, any dispute, controversy, or claim, whether at law or equity, arising out of or relating in any way to these Terms and use of the Website or Services that cannot be resolved informally or in small claims court, including the breach, termination, enforcement, interpretation, or validity of these Terms and the determination of the scope or applicability of this Arbitration Agreement, shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and ItsWare, and to any of your or ItsWare’s subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.

(b) Notice Requirement and Informal Dispute Resolution. Before any party may seek arbitration, the party must first send to the other party a written Notice of Dispute (a "Notice") describing the nature and basis of the claim or dispute, and the requested relief. Such Notice shall be sufficient if sent by via e-mail or by mail. Any Notice to ItsWare shall be sent to either support@itsware.com or 1745 Berkeley St, Santa Monica, CA 90404. After Notice is received, you and ItsWare may attempt to resolve the claim or dispute informally. If you and ItsWare do not resolve the claim or dispute within thirty (30) calendar days after such Notice is received, either party may begin an arbitration proceeding. 

(c) Arbitration Rules. Arbitration shall be administered by ADR Services, Inc. (“ADR Services”) and held before a sole arbitrator. The arbitration shall be binding with no right of appeal. The arbitration shall be conducted pursuant to the ADR Services’ Arbitration Rules. The arbitration shall be commenced by filing a demand for arbitration with the administrator of ADR Services and serving the demand on the responding party. Upon receipt of the demand for arbitration, ADR Services will send a “Commencement Letter” acknowledging receipt of the demand. The responding party may file a response and/or a counter-claim within fifteen (15) calendar days after receipt of the demand. If no response is filed, all allegations of the demand shall be deemed denied. The parties shall select an arbitrator by mutual agreement through ADR Services within thirty (30) calendar days after the date the demand for arbitration was filed. If the parties are unable to agree on the selection of an arbitrator within such time, the administrator of ADR Services shall select an independent arbitrator pursuant to the procedures set forth in the ADR Services Arbitration Rules, Paragraph 11. The costs of arbitration, including the arbitrator’s fees, shall be borne equally by the parties to the arbitration, unless required under applicable law, otherwise ordered by the arbitrator, or agreed upon by the parties. The parties to this Arbitration Agreement further agree to abide by any award rendered by the arbitrator. Judgment on the award rendered by the arbitrator may otherwise be entered in any court having jurisdiction thereof. To begin an arbitration proceeding, you must serve ItsWare’s registered agent for service of process: Shahar Koren Pinto 1745 Berkeley St, Santa Monica, CA 90404. Arbitration will take place in Los Angeles, California; provided, however, that the arbitrator may cause the arbitration to take place (a) in another location agreed to by both parties, or (b) in another location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. 

(d) Additional Rules for Non-appearance Based Arbitration. To the extent permitted by the ADR Services Arbitration Rules, if non-appearance arbitration is elected by both parties, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions, the specific manner shall be chosen by the party initiating the arbitration, and the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties or required by the ADR Services Arbitration Rules. 

(e) Time Limits. If you or ItsWare pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim).

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and ItsWare. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, ADR Services Arbitration Rules, and this Arbitration Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and ItsWare.

(g) Waiver of Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than an action in court and are subject to very limited review by a court.

(h) Waiver of Class or Consolidated Actions. UNLESS OTHERWISE REQUIRED UNDER APPLICABLE LAW, ALL CLAIMS AND DISPUTES ARISING OUT OF OR OTHERWISE RELATED TO THESE TERMS AND CONDITIONS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. UNLESS OTHERWISE REQUIRED UNDER APPLICABLE LAW, CLASS, MASS, CONSOLIDATED, COMBINED, OR REPRESENTATIVE ACTIONS, ARBITRATIONS, OR PROCEEDINGS AS A PRIVATE ATTORNEY GENERAL ARE NOT PERMITTED. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by applicable law. This Paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j) Severability. If any part or parts of this Arbitration Agreement are found under applicable law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration Agreement shall continue in full force and effect.

(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with ItsWare.

(m) Small Claims Court. Notwithstanding anything to the contrary contained in this Arbitration Agreement, either you or ItsWare may bring an individual action in small claims court.

(n) Claims Not Subject To Arbitration. Notwithstanding the anything to the contrary contained in this Arbitration Agreement, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement.

(o) Courts. In the event any litigation should arise between you and ItsWare in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, or in any circumstances where this Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit for such purpose to venue in and the personal jurisdiction of the courts located within Santa Clara County, California.

YOU AND ITSWARE AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE WEBSITE, OR THE PURCHASE OF PRODUCTS OR SERVICES FROM ITSWARE, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN SANTA MONICA, CALIFORNIA AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF CALIFORNIA AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND ITSWARE AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF CALIFORNIA. YOU AND ITSWARE AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND ITSWARE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND ITSWARE FURTHER AGREE THAT, BY ENTERING INTO THE AGREEMENT, YOU AND ITSWARE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

Severability

If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.

Integration

ItsWare hereby incorporates its Privacy Policy and Copyright Policy into this Agreement. This Agreement and its incorporated Privacy Policy and Copyright Policy constitutes the entire agreement between the parties with respect to the use of the Website. You acknowledge and agree that any additional provisions that may appear in any communication from you will not bind ItsWare. 

No Waiver 

You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.

Child Online Privacy Protection Act

The Website is not directed to persons under the age of eighteen (18) and ItsWare will not knowingly collect personally identifiable information from children under the age of eighteen (18) for the creation of User Accounts. If ItsWare inadvertently collects such personally identifiable information outside of the purposes of the Website, ItsWare will delete the personally identifiable information in accordance with its security protocols. 

Limitation on Actions

ITSWARE AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ITSWARE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Reservation of Rights

All rights not expressly granted herein are reserved to ItsWare. 

Notice

Any notice required by this Agreement must be in writing and must be emailed to: info@ItsWare.us.