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This Terms of Use Agreement (“Agreement”, “Terms of Use”, or “Terms”) is made by and between Racklify, Inc. ("Racklify”, “Company”, “we”, “us” or “our”), a Delaware corporation, with offices at 933 Montgomery Ave., Ste. #1085, Narberth, PA 19072, and you, the user (“you”, “your” or “User”). This Agreement contains the complete terms and conditions that govern the use of the Racklify website(s) and mobile Application(s) (“Website”, “Site”, “Application”, or "Website"). BY CLICKING THE "I AGREE" BUTTON BELOW OR BY ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS WEBSITE, OR OTHER RACKLIFY SOFTWARE, SERVICES, APPLICATIONS, OR CONTENT (COLLECTIVELY THE "SERVICES"), YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE. RACKLIFY RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT RACKLIFY’S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE OR THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO https://racklify.com/terms-of-use/. You are hereby put on notice that you are obligated to periodically review this document to make yourself aware of any changes hereto and any continued use of the Website shall constitute your acceptance thereof.
Access to This Website.
In order to fully utilize the Website’s Services, you will be required to register and create an account. In order to create an account, you must complete the registration process by providing us with complete and accurate information as prompted by the registration form, including contact information, a username, and password – and you will be required to verify your account. You shall ensure to maintain confidentiality of your username and password. You shall protect your password and take full responsibility for your own, and third party, activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You agree that if any information provided by you is inaccurate, untrue or incomplete, we reserve the right to terminate your access to use the Services.
Subscriptions and Auto-Renewal.
We may offer some Services as automatically renewing subscriptions. IF YOU PURCHASE AN AUTOMATICALLY RENEWING SUBSCRIPTION, YOUR SUBSCRIPTION WILL RENEW AT THE END OF THE PERIOD, UNLESS YOU CANCEL, AT OUR THEN-CURRENT PRICE FOR SUCH SUBSCRIPTIONS.
Cancelling Subscriptions.
To avoid charges for a new subscription period, you must cancel your subscription before the end of the then-current subscription period. Deleting your account does not cancel your subscription. You may cancel your subscription by logging into your account.
Third Party Payment Processor.
We use third-party service providers for payment processing services. By submitting payment or purchasing services on the site you agree to be bound by such third-party’s Privacy Policy and Terms of Service and hereby authorize us to share any information and payment instructions you provide to the minimum extent required to complete your transaction.
Refunds.
Generally, all subscription charges are nonrefundable, and there are no refunds or credits for partially used periods. For subscribers residing in Arizona, California, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio, Rhode Island, and Wisconsin, the terms below apply: You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed.
Taxes.
The payments required to subscribe to the Services do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If we determine that we have a legal obligation to collect a Sales Tax from you in connection with this Agreement, we will collect such Sales Tax in addition to the payments required for subscription to the Services. If any Services under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority.
Applicable Use of Website.
You may use this Website only for purposes expressly permitted by this Agreement. As a condition of your use of Racklify's Services, you warrant to us that you will not use the Services for any purpose that is unlawful, immoral, or otherwise prohibited by these terms, conditions, and notices.
No Unlawful Access.
You agree that you will not use Racklify's Website in any manner that could in any way disable, overburden, damage, or impair the Website or otherwise interfere with any other party's use and enjoyment of the Website. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Website.
Intended Audience.
YOU MUST BE AT LEAST 18 YEARS OF AGE TO ACCESS AND USE THIS WEBSITE. IF YOU ARE UNDER 18 YEARS OF AGE, DO NOT USE THIS SERVICE FOR ANY PURPOSE.
Proprietary Information.
All content found on the Racklify Website (the "Content") is considered proprietary and the copyrighted and trademarked intellectual property of Racklify, or of the party that created and/or licensed the Content to Racklify. No rights or title to any of the Content contained on any Racklify Website shall be considered transferred or assigned to the User at any time. Subject to all applicable laws, you agree that you will not copy, distribute, republish, modify, create derivative works of, or otherwise use the Content in any unauthorized way, without the prior written consent of Racklify in each instance, except that you may print out and/or save one copy of the Content for your personal use only.
Submissions.
You hereby grant to Racklify a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information or materials of any kind or nature communicated by you (or on your behalf) to Racklify through this Website (each, a "Submission"), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. You agree that Racklify will not be bound to treat any Submission as confidential and may use any Submission in its business (including without limitation, for products, services, marketing, or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Racklify operations or businesses.
Hyperlinking.
This Website may be hyperlinked to and by other websites which are not maintained by, or related to, Racklify. Hyperlinks to such websites are provided as a service to Users and are not sponsored by, endorsed or otherwise affiliated with this Website or Racklify. Racklify has not reviewed any or all of such websites and is not responsible for the content of any linking websites, and any links made directly from a Racklify Website to another web page should be accessed at the User's own risk. Racklify makes no representations or warranties about the content, completeness, quality or accuracy of any such website or application, and as such, shall not be liable in connection with any loss, damage, cost or injury associated with any access thereto via this Website.
Use of Communication Services.
Racklify's Website may contain reviews, forums, bulletin board services, chat areas, message boards, news feeds, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with the Internet community or with other user’s (collectively, 'Communications Services'). You agree to use the Communication Services only to post, send, and receive messages and content that are considered proper and related to the particular Communication Service. Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with this Website, or cause to be posted, sent, submitted, published or transmitted, any material that:
you do not have the right to post, including without limitation any proprietary material of any third party protected by intellectual property laws (or by rights of privacy or publicity).
advocates or could reasonably serve to encourage, either directly or indirectly, any illegal or immoral activity, or discusses an intent to commit an illegal act or violate any law, rule, or regulation.
is vulgar, obscene, pornographic, incendiary, or indecent.
threatens or abuses others.
is libelous or defamatory towards others.
is racist, abusive, harassing, threatening or offensive.
seeks to exploit or harm children by exposing them to inappropriate content, or asking for personally identifiable details or information.
harvests or otherwise collects information about others, including e-mail addresses, financial information or other personally identifying information, without their prior express consent in each instance.
impersonates or misrepresents your connection to any other entity or person or otherwise manipulates or forges headers or identifiers to disguise the origin of content.
falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded (e.g., copyright, trademark or patent notices).
engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this Website.
includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications device.
disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise acts in a way which affects the ability of other people to engage in real-time activities via this Website.
amounts to a pyramid or other like scheme, including without limitation contests, chain letters, and surveys.
disobeys any policy or regulations including any code of conduct or other guidelines established from time to time regarding the use of this Website and/or any networks connected to this Website. – or –
contains hyperlinks to other Websites that contain content that falls within the scope of this Section.
You acknowledge that any materials uploaded to the Communication Service may be subject to posted limits on use, reproduction, and/or dissemination, and you are responsible for abiding by such limitations with respect to your submissions, including any downloaded materials. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Racklify nor any third party that provides Content to Racklify will assume or have any liability for any action made by Racklify or such third party with respect to any submission. You acknowledge that Racklify may or may not pre-screen materials uploaded to the Communication Service, yet Racklify and its designees shall have the right, but not the obligation, in its sole discretion, to pre-screen, refuse, remove, or delete any Content that violates this Agreement or is otherwise objectionable as determined by Racklify in its sole discretion. Racklify reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Communication Services (or any part thereof) with or without notice. You agree that Racklify will not be liable to you or any third party for any modification, suspension, or discontinuance of the Communication Services. WHILE RACKLIFY EXPLICITLY PROHIBITS THE ABOVE CONDUCT, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE EXPOSED TO SUCH CONDUCT AND CONTENT, AND THAT YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK, AND THAT RACKLIFY SHALL HAVE NO LIABILITY OF ANY KIND FOR SUCH CONDUCT. YOU UNDERSTAND AND AGREE THAT IF YOUR USE OF COMMUNICATIONS SERVICES VIOLATES ANY OF THE ABOVE CODES OF CONDUCT, RACKLIFY CAN SUSPEND AND/OR TERMINATE YOUR USE OF THE WEBSITE IMMEDIATELY WITHOUT PRIOR NOTICE AND WITHOUT ANY RIGHT OF REFUND, SET-OFF, OR HEARING.
Content.
You remain solely responsible for your Content and assume all risks associated, including the reliance on its accuracy, reliability, and truthfulness, and assume any and all risks associated with it, including without limitation any personal information you may disclose. Racklify does not endorse or sponsor any User Content and you prohibited from posting Content that implies in any manner that it is endorsed or sponsored by Racklify. User Content does not reflect the opinion of Racklify.
Advertising.
Racklify and its licensees may publicly display advertisements, paid content, and other information nearby or in association with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
User Verification.
Racklify does not contact nor attempt to verify any licenses a business or its representatives may have, Users should inquire about any such licenses with the business directly
Right to Terminate Access.
Racklify reserves the right to monitor your use of this Website to determine compliance with these Terms of Use, as well as the right to edit, refuse to post, or remove any information or materials, in whole or in part, at its sole discretion.
Disclosure Under Law.
Racklify reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.
Personally Identifiable Information.
Racklify cautions you against giving out any personally identifying information about yourself or your children in any Communication Service. In an effort to preserve your privacy, Racklify agrees that it will treat any personally identifying information that you submit through this Website in accordance with the terms outlined in its Privacy Policy at https://racklify.com/privacy-policy/ , as well as in conformance with all applicable laws, rules, and regulations.
Disclaimer & Limitations on Liability.
You understand that Racklify cannot and does not guarantee or warrant that files available for downloading from the Racklify Website will be free of viruses, worms, Trojan horses, or other code that may cause damage or harm to your computer(s) or network(s). You acknowledge that you will be solely responsible for implementing sufficient procedures and checkpoints to protect your computer(s) and network(s), and that you will maintain adequate means of backup of your personal data, external to this Website. Racklify further disclaims any responsibility to ensure that the Content located on its Website is necessarily complete and up-to-date. YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. RACKLIFY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. RACKLIFY DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON ANY RACKLIFY WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RACKLIFY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND RACKLIFY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS WEBSITE OR ITS CONTENT. RACKLIFY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. RACKLIFY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF RACKLIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF RACKLIFY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO RACKLIFY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE. ALL CLAIMS MADE BY YOU HEREUNDER MUST BE MADE WITHIN ONE YEAR OF THE ACTION TO WHICH SUCH CLAIM RELATES OR FOREVER BE BARRED
Indemnity.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD RACKLIFY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND CONTRACTORS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY BREACH OF THESE TERMS OF USE BY YOU, INCLUDING ANY USE OF CONTENT OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE. YOU AGREE THAT THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH BREACH OR UNAUTHORIZED USE, AND YOU AGREE TO INDEMNIFY ANY AND ALL RESULTING LOSS, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES, AND ATTORNEYS' FEES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH. YOU WILL ALSO INDEMNIFY, DEFEND, AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE INFORMATION ACCESSED FROM THIS WEBSITE.
Trademarks and Copyrights.
Trademarks, service marks, logos, trade names, and copyrighted works (hereinafter, "Intellectual Property") appearing on this Website are the property of Racklify or the party that provided the Intellectual Property to Racklify. Racklify and any party that provides Intellectual Property to Racklify retain all rights with respect to any of their respective Intellectual Property appearing in this Website and do not transfer at any time to you and/or any other third party.
Copyright Infringement.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Racklify's copyright agent (as designated herein) all of the written information specified below. Please note that this procedure is exclusively for notifying Racklify and its affiliates that your copyrighted material has been infringed. Please include the following:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
A description of the copyrighted work that you claim has been infringed upon.
A description of where the material that you claim is infringing is located on the Website.
Your address, telephone number, and e-mail address.
A statement by you that you have a good-faith belief that the disputed use is unauthorized by the copyright owner, its agent, and/or the law. – and –
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Racklify's Copyright Agent for notice of claims of copyright infringement on its Website can be reached as follows: Copyright Agent: Attn: Copyright Agent e-mail: support@racklify.com
Security.
Any passwords used for this Website are for individual use only. You will be responsible for the security of your password(s) at all times. From time to time, Racklify may require that you change your password. You are prohibited from using any services or facilities provided in connection with this Website to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Racklify reserves the right to release your account details to the system administrators of other websites and/or the authorities in order to assist them in resolving security incidents. Racklify reserves the right to investigate suspected violations of these Terms of Use. Racklify reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Racklify to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS NOT SPECIFICALLY SET FORTH HEREIN, AND AGREE TO HOLD RACKLIFY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY RACKLIFY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER RACKLIFY OR LAW ENFORCEMENT AUTHORITIES.
Disputes.
Should any dispute arise as to the interpretation of any term or provision of this Agreement, the issue shall be decided by arbitration. The arbitration proceeding shall be conducted under the applicable rules of the American Arbitration Association in Philadelphia, PA. If such organization ceases to exist, the arbitration shall be conducted by its successor, or by a similar arbitration organization, at the time a demand for arbitration is made. The decision of the arbitrator shall be final and binding on both parties. Each party shall bear its own costs of arbitration.
Miscellaneous.
If any part of these Terms of Use is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Racklify as a result of this Agreement or use of Racklify's Website.
These Terms of Use constitute the entire agreement among the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Racklify with respect to Racklify's Website. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy and Services Agreement), guidelines, or rules that may apply when you use the Website or any of its Services. Racklify may revise these Terms of Use at any time by updating this posting. You should review the Agreement from time to time to determine if any changes have been made to the Agreement. Your continued use of the Website after any changes have been made to this Agreement signifies and confirms your acceptance of any changes or amendments to this Agreement.
The failure of Racklify to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Racklify must be in writing and signed by an authorized representative of the Racklify.
The section titles in the Agreement are for convenience only and have no legal or contractual effect.
Please report any violations of this Agreement to the Racklify at support@racklify.com. If you have any questions regarding this Agreement, please contact us at support@racklify.com.
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