Terms and Policies


Terms of Service

Last Updated: July 26, 2016

These Terms of Service ("Terms") govern your use of the free services, software, and websites (the "Service") provided by Egotask. Our Privacy Policy explains the way we collect and use your information and our Acceptable Use Policy outlines our expectations with respect to your behavior when using the Service. By using the Service you agree to be bound by these Terms, our Privacy Policy and our Acceptable Use Policy. If you become a paid subscriber to Egotask’s premium Service, then your use of the Service will be governed by our Subscriber Agreement.

Your Content

The Service allows you to create tasks and associated information, text, files and other materials (together the “Content”) and to share that Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host, and display that Content for the purpose of (i) providing you the Service and associated support; and (ii) analyzing and improving the operation of the Service.

We reserve the right to remove Content on the Service that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may create liability for Egotask.

Your Obligations

Your Use of Egotask Software

As part of the Service, we provide downloadable client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Egotask and You, Egotask retains all right, title and interest in the Software.

Your Use of Third Party Applications

If you elect to utilize any third party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third party application. To understand how such third party application provider utilizes your Content and other information, you should review their privacy policy.

Security

We will use industry standard technical and organizational security measures in connection with the storage, processing, and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.

Termination

You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or our Acceptable Use Policy or if you are using the Service in a manner that we believe may cause us financial or legal liability.

Egotask’s Intellectual Property Rights

The Service (excluding Content provided by users) constitutes Egotask’s intellectual property and will remain the exclusive property of Egotask and its licensors. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Modifications to the Service

The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.

Indemnification

You agree to defend, indemnify, and hold harmless Egotask and its licensee and licensors, and their employees, contractors, agents, officers and directors, 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 Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EGOTASK IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICE OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE (E.G., ANY THIRD PARTY APPLICATION DEVELOPED USING EGOTASK'S API).

The Service is controlled, operated and hosted from within the U.S. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EGOTASK, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT EGOTASK HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EGOTASK'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO EGOTASK IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

Governing Law

These Terms will be governed by the laws of the State of Massachusetts, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Data Transfer

In connection with providing you the Service Egotask may transfer, store, and process your Content in the U.S. or in any other country in which Egotask or its agents maintain facilities. By using the Service you consent to this transfer, processing, and storage of your Content.

Entire Agreement; Severability; Waiver

These Terms constitute the entire agreement between you and Egotask concerning the Service replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Egotask’s failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.

Assignment

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

Notices

We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email or via our blog, which is located at the URL egotask.com/blog.

Privacy Policy

Last Updated: March 7, 2016

This Privacy Policy describes Egotask’s practices regarding the collection, use and disclosure of the information we collect from and about you when you use Egotask’s web-based and mobile applications (the “Service”). We take our obligations regarding your privacy seriously and have made every effort to draft this Privacy Policy in a manner that is clear and easy for you to understand. By accessing or using the Service, you agree to this Privacy Policy, our Terms of Service, and our Acceptable Use Policy.

Our Collection and Use of Information

Information You Provide to Us

We collect personal information, such as your name and email address, when you register for an account on the Service. You may also provide us with optional information such as a photograph. Your user name, email address and any optional profile information that you elect to associate with your account is referred to herein as your “Profile Information.”

If you are a user of our paid premium service, we will utilize a third party credit card payment processing company to collect payment information, including your credit card number, billing address and phone number. We will share this payment information with the third party processing company as detailed below in “How We Share Your Information: With Trusted Service Providers and Business Partners.” We do not store your payment information.

We may use your email address to send you Service-related notices (including any notices required by law, in lieu of communication by postal mail). We may also use your email address to send you announcements and information about other products or services (including third party services) that you may be interested in (together, the “Marketing Messages”). You may opt-out of receiving Marketing Messages at any time by following the instructions provided in the Marketing Message. Through your account interface, you may also opt-out of receiving categories of Service-related notices that are not deemed by Egotask to be integral to your use of the Service.

Even if you are not a registered user of our Service, if you email us we may retain a record of such email communication, including your email address, the content of your email, and our response.

If you choose to use our invitation service to invite a friend to the Service, we will ask you for that person’s contact information, which may include their email address or their social network identity, and automatically send an invitation. Egotask stores the information you provide to send the invitation, to register your friend if your invitation is accepted, and to track the success of our invitation service.

Your Content

Your use of the Service will involve you uploading or inputting various content into the Service; including but not limited to: tasks, attachments, list names, and conversations (together, the “Content”).

You control how your Content is shared with others via your settings on the Service.

Egotask may view your Content only as necessary (i) to maintain, provide and improve the Service; (ii) to resolve a support request from you; (iii) if we have a good faith belief, or have received a complaint alleging, that such Content is in violation of our Acceptable Use Guidelines; or (iv) as reasonably necessary to allow Egotask to comply with or avoid the violation of applicable law or regulation. We may also analyze the Content in aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.

Information We Collect Automatically

We use technologies like cookies, Local Storage, and IndexedDB to provide, monitor, analyze, promote and improve the Service.

How We Share Your Information

We may share the information we collect from you with third parties as detailed below.

As Directed By You

We will display your Profile information on your profile page and elsewhere on the Service in accordance with the preferences you set in your account. You can review and revise your Profile information at any time.

We will display your Content within the Service as directed by you.

If you elect to use a third party application to access the Service, then we may share or disclose your account and Profile information and your Content with that third party application as directed by you. Please remember that we are not responsible for the privacy practices of such third parties so you should make sure you trust the application and that it has a privacy policy acceptable to you.

With Trusted Service Providers and Business Partners

We may utilize trusted third party service providers to assist us in delivering our Service. For example, we may use third parties to help host our Service, send out email updates, or process payments. These service providers may have access to your information for the limited purpose of providing the service we have contracted with them to provide. They are required to have a privacy policy and security standards in place that are at least as protective of your information as is this Privacy Policy. We may also store personal information in locations outside the direct control of Egotask (for instance, on servers or databases co-located with hosting providers).

With Law Enforcement or In Order to Protect Our Rights

We may disclose your information (including your personally identifiable information) if required to do so by law or subpoena. We may also disclose your information to our legal counsel, governmental authorities or law enforcement if we believe that it is reasonably necessary to do so in order to comply with a law or regulation; to protect the safety of any person; to address fraud, security or technical issues; or to protect Egotask's rights or property.

In an Aggregate and Non-Personally Identifiable Manner

We may disclose aggregate non-personally identifiable information (such as aggregate and anonymous usage data, platform types, etc.) about the overall use of our Service publicly or with interested third parties to help them understand, or to help us improve, the Service.

In Connection With a Sale or Change of Control

If the ownership of all or substantially all of our business changes, we may transfer your information to the new owner so that the Service can continue to operate. In such case, your information would remain subject to the promises and commitments contained in this Privacy Policy until such time as this Privacy Policy is updated or amended by the acquiring party upon notice to you.

How We Protect Your Information

The security of your information is important to us. When you enter sensitive information (such as a credit card number) as part of our service, we encrypt the transmission of that information using industry-standard encryption.

Risks Inherent in Sharing Information

Although we allow you control over where you share your Content and what information is included in your Profile and take reasonable steps to maintain the security if the information associated with your account, please be aware that no security measures are perfect or impenetrable. We cannot control the actions of other users with whom you share your Content and we are not responsible for third party circumvention of any privacy settings or security measures on the Service.

Your Choices About Your Information

You may, of course, decline to submit personally identifiable information through the Service, in which case Egotask may not be able to provide certain services to you. You may update or correct your account information at any time by logging in to your account.

Egotask Blogs

Information you provide in comments to our blogs is public and may be read, collected, and used by others who view those blogs. Your posts will remain even after you cancel your Service account.

Links to Other Web Sites

We are not responsible for the practices employed by websites linked to from within the Service, nor the information or content contained therein. Please remember that when you use a link to go from the Service to another website, our Privacy Policy is no longer in effect and your activities on that third party website is subject to such third party website’s own rules and policies.

Do Not Track Signals

Some browsers have a “do not track” feature that lets you tell websites that you do not want to have your online activities tracked. We currently do not respond to “do not track” signals.

Changes to Our Privacy Policy

If we change our Privacy Policy, we will post those changes on this page to keep you aware of what information we collect, how we use it and under what circumstances we may disclose it. Changes to this Privacy Policy are effective when they are posted on this page.

Acceptable Use Policy

Last Updated: March 7, 2016

All users of the Egotask Service are expected to comply with this Acceptable Use Policy. Failure to do so may result in suspension or termination of your account. If you have agreed to Egotask's Terms of Service or Subscriber Agreement on behalf of your organization, then this Acceptable Use Policy will apply to all users of the Service under your account (the “End Users”).

Acceptable Use of the Service

No Misuse of the Service. You agree not to misuse the Service. For example, you may not:

Content Standards. You may not post any Content on the Service that:

Subscriber Agreement

Last Updated: March 7, 2016

This Premium Subscriber Agreement (the “Subscriber Agreement”) is between Airkai, LLC (“Airkai”) and the organization agreeing to these terms (“Customer”). This Subscriber Agreement governs Customer’s access to Airkai’s collaborative workplace management service (the “Service”) and its associated applications and website ("Egotask"). By clicking “I Agree,” attaching this Subscriber Agreement to a purchase order or similar order form, or using the Service as a paid subscriber, Customer agrees to the terms of this Subscriber Agreement. If an individual is entering into this Subscriber Agreement on behalf of an organization such organization shall be deemed the Customer hereunder and such individual hereby represents and warrants that he has the power and authority required to bind such organization to this Subscriber Agreement.

  1. The Service and Associated Software. Customer and users of the Service under Customer’s account (the “End Users”) may access and use the Services in accordance with this Subscriber Agreement and Egotask’s Acceptable Use Policy. Egotask may update or modify the Services from time to time. If, in Egotask’s reasonable judgment, any such modification to the Service materially reduces the Service’s functionality, Egotask will inform Customer via the email address associated with Customer’s account no less than twenty (20) days prior to such change. We provide certain downloadable client software applications (the “Software”) for use in connection with the Service. This Software is updated automatically and, if such Software is designed for use on a mobile device, then a compatible mobile device is required for use. The license being granted to Customer hereunder does not constitute a sale of the Software or any copy thereof, and as between Egotask and Customer, Egotask retains all right, title, and interest in the Software.

    Egotask will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of Customer Data that are designed to protect the integrity of Customer Data and to guard against the unauthorized or unlawful access to, use of or processing of such Customer Data. For purposes hereof, the term “Customer Data” shall mean the structured data and any files or attachments submitted to the Service by Customer, as well as the account and contact information submitted to the Service by Customer and its End Users.

    Egotask will use reasonable efforts, consistent with standard industry practices, to ensure that the Service and Software do not contain any viruses, backdoors, Trojans, or other computer code that is designed to disrupt, disable or harm the operation of the Service or Software.

  2. Customer Obligations.

    1. Administration of Customer’s Account. Customer may specify one or more administrators (each an “Administrator”) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by End Users. Customer is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; and (iv) ensuring that each Administrator’s use of the Service complies with this Subscriber Agreement. Egotask shall not be held liable for any actions on the part of Customer’s Administrator(s).

    2. End User Conduct; Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with Egotask’s Acceptable Use Policy. Customer is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the Administrator to access, monitor, use and disclose the content posted by the End Users on the Service; and (ii) to allow Egotask to provide the Administrator with access to such End User content. The Service is not authorized for use by persons under the age of 13 and Customer will ensure that it does not allow any person under 13 to use the Service. Customer will promptly notify Egotask if it becomes aware of any unauthorized access to Customer’s account or the Service.

    3. Restrictions. Customer will not: (i) rent, sell, resell or lease the Service to any third party; (ii) use the Service for any purpose where either the use or the failure of the Service might lead to personal injury, death or physical damage; or (ii) disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.

    4. Suspension. Egotask may request that Customer suspend the account of any End User who: (i) violates this Subscriber Agreement or Egotask’s Acceptable Use Policy; or (ii) is using the Service in a manner that Egotask reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Egotask. If Customer fails to promptly suspend or terminate such End User’s account, Egotask reserves the right to do so.

  3. Customer’s Use of Third Party Services. Egotask does not warrant or support any third party service (e.g., a service that utilizes the Egotask API in connection with Customer’s use of the Service) and will not be responsible for any act or omission on the part of such third party or its service.

  4. Intellectual Property Rights.

    1. Limited License to Use Customer Content. Customer hereby grants to Egotask a limited, non-exclusive and non-transferable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display content submitted to the Service by the End Users (the “Customer Content”) for the limited purpose of (i) providing the Service and associated customer support to Customer; (ii) displaying the Customer Content to the End Users; and (iii) analyzing and improving the Service.

    2. Reservation of Rights. Except as expressly set forth herein, this Subscriber Agreement does not (i) grant Egotask any rights or interest in or to the Customer Content or any Customer Intellectual Property; or (ii) grant Customer any rights or interest in or to the Service or any Egotask Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future worldwide rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.

    3. Use of Customer Suggestions. Egotask may incorporate into the Service any suggestions or feedback received from Customer without any obligation to Customer and any such modifications to the Service shall be the sole and exclusive property of Egotask. Egotask may also share and publish aggregate, anonymized data about the use of our Service by our customers.

    4. Egotask Customer List. Egotask may include Customer’s name in a list of Egotask’s Customers online and in print and electronic marketing materials.

  5. Fees and Payment. Fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes Egotask to charge such fees using Customer’s selected payment method. By default, customer accounts are set to auto-renew and Egotask may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has cancelled the Service prior to its renewal date. Egotask may revise fee rates for the Service from time to time and will provide Customer’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior to Customer’s Service renewal date. Customer is responsible for providing complete and accurate billing information to Egotask. Egotask may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on Egotask’s net income) and Egotask will charge tax when required to do so by law.

    If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase; and (b) agrees that, except for any amendments to this Subscriber Agreement that are clearly marked as such on the face of the Purchase Order, any terms and conditions on a Customer purchase order that conflict with this Subscriber Agreement will not apply and are null and void.

  6. Term and Termination. This Subscriber Agreement will remain in effect until Customer terminates its subscription to the Service or until this Subscriber Agreement is otherwise terminated as provided for herein. Customer may terminate this Subscriber Agreement at any time. In addition, either party may terminate this Subscriber Agreement if: (a) the other party is in material breach and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In the event that this Subscriber Agreement is terminated, (i) the rights granted to Customer pursuant to this Subscriber Agreement (except as specifically set forth in this section) will cease immediately; and (ii) any premium features provided to Customer will cease to be provided. The following sections will survive expiration or termination of this Subscriber Agreement: Sections 4(b) and (c), 6-9, and 11.

  7. Confidentiality.

    1. Confidentiality. During the course of their performance under this Subscriber Agreement, each party may make available to the other party information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to the Customer, Confidential Information also includes the Customer Content.

    2. Obligations. Except as otherwise expressly permitted under this Services Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. Egotask may disclose Customer’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing Egotask’s obligations under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Customer may disclose Egotask’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement.

    3. Exclusions. The obligations set forth in Section 7(b) above shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.

  8. Indemnification.

    1. By Customer. Customer hereby agrees to indemnify, defend and hold harmless Egotask, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the Egotask Affiliates”), from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable attorney’s fees) (together, the “Losses”) arising from or as a result of any claim by a third party against Egotask or the Egotask Affiliates regarding: (i) use of or access to the Service by Customer or its End Users in violation of this Subscriber Agreement or our Acceptable Use Policy; or (ii) any data or Customer Content transmitted or received through Customer’s account.

    2. By Egotask. Egotask hereby agrees to indemnify, defend and hold harmless Customer and its employees, contractors, agents, officers and directors (together the “Customer Affiliates”), from and against any and all Losses arising from or as a result of any claim by a third party against Customer or the Customer Affiliates to the extent based on an allegation that the Service or Egotask’s technology used to provide the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Egotask have any obligations or liability under this section arising from: (i) use of the Service in a modified form or in combination with materials not furnished by Egotask; (ii) use of any third party app developed using Egotask’s API; or (iii) any content, information, or data provided by Customer, End Users, or other third parties. THIS INDEMNITY IS CUSTOMER’S ONLY REMEDY UNDER THIS SUBSCRIBER AGREEMENT FOR ANY VIOLATION BY EGOTASK OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

    3. Infringement Claims. If the Service becomes, or in Egotask’s reasonable judgment is likely to become, the subject of a claim of infringement, then Egotask may: (i) obtain the right, at Egotask’s expense, for Customer to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Service so that it is no longer infringing. If Egotask, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Egotask may suspend or terminate Customer’s use of the Service and provide Customer with a pro rata refund of prepaid fees.

    4. Process. The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defense of any claim; provided, however, that: (i) the indemnified party may join in the defense at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.

  9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS SUBSCRIBER AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL EGOTASK BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

    EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EGOTASK BE LIABLE TO CUSTOMER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO EGOTASK HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

  10. Hosting of the Service; Export Restrictions. The Service is controlled and operated from facilities in the United States. Egotask makes no representations that the Service is appropriate or available for use in other locations. Customers who access or use the Service from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If Customer is located outside of the United States, Customer agrees that Egotask may transfer, store and process Customer Content in locations other than Customer’s country.

  11. Miscellaneous.

    1. Modifications. Egotask may revise this Subscriber Agreement from time to time by posting the modified version on its website at least twenty (20) business days prior to the effective date of the modifications being made; provided, however, that no such modification shall include a reduction in Customer’s rights or Egotask’s obligations unless affirmatively agreed to by Customer in advance. If, in Egotask’s sole and reasonable discretion, the modifications being proposed are material, Egotask will notify Customer of such proposed modifications via email to the email address associated with Customer’s account. By continuing to access or use the Service after the posted effective date of modifications to this Subscriber Agreement that do not include a reduction in Customer’s rights or Egotask’s obligations hereunder, Customer agrees to be bound by such modifications.

    2. Governing Law. This Subscriber Agreement will be governed by the laws of the State of New York without regard to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

    3. Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Subscriber Agreement.

    4. Force Majeure. Except for payment obligations, neither Egotask nor Customer will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service.

    5. Assignment. Neither this Subscriber Agreement nor any of the rights and licenses granted hereunder, may be transferred or assigned by either party without the other party’s express written consent; provided, however, that either party may assign this Subscriber Agreement without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any other attempt to transfer or assign this Subscriber Agreement will be null and void.

    6. Entire Agreement. This Subscriber Agreement, together with any Customer purchase order or order form associated herewith (as limited by Section 6), constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereof. If a court of competent jurisdiction deems any provision of this Subscriber Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions hereof, which shall remain in full force and effect.

    7. No Waiver. No waiver of any term of this Subscriber Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Subscriber Agreement shall not constitute a waiver of such right or provision.