Terms of Service
Last Updated: March 24, 2021
Please Read these “Terms of Service” fully and carefully before using https://www.bugreplay.com, https://app.bugreplay.com, and associated websites, webpages, and subdomains (the “Sites”), any of the services, features, content, or applications made available by Murini Inc. (“BugReplay”, “we”, “us”, or “our”), or any other BugReplay services or platform that links to these Terms of Service (all of the above, collectively, the “Software”). These Terms of Service incorporate BugReplay’s Privacy Policy (available at: https://www.bugreplay.com/privacy).
If you do not unconditionally agree to all of these Terms, you will have no right to use the Software (and you should immediately cease all such use). If these terms are considered an offer, acceptance is expressly limited to these terms to the exclusion of all other terms.
1. Acceptance of Terms of Service. By using or accessing the Software, including visiting the Sites, clicking on “create an account, “free trial,” sign up, “subscribe,” or equivalent button, you or the company or entity that you represent are consenting to be bound by and are becoming a party to these Terms. If you are using the Software on behalf of a company or other entity, then all references to "you" or "your" herein will refer to both the individual and the entity, both of which will be deemed Users. "User" means you and any visitor to the Sites or anyone who uses the Software, including without limitation your employees, consultants, contractors, agents, and third parties with which you transact business. “Users” also include any of your own customers, third parties, or other End-users (“End-users”) who use the Feedback by BugReplay tool (defined below) or otherwise submit Customer Data (defined below) on or through the Sites or Software. You are solely responsible for all use (whether or not authorized) of the Software within your Account. You are also representing and warranting that the individual clicking on the button is authorized to enter into this agreement and bind such entity. Your continued use of any portion of the Software will also constitute assent to the terms of these Terms.
2. Arbitration Notice. You agree that disputes between you and us will be resolved by binding, individual arbitration. Any claim related to these Terms, the Sites, or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. All disputes relating to Payments and Billing (below) must be brought to our attention within 30 days of the disputed charge.
3. Eligibility. You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, register for an Account (defined below) or use the Software. Furthermore, you must be at least the legal age in the jurisdiction of your residence to use portions of the Software that require you to make any payment. We may, in our sole discretion, refuse to offer the Software to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms and your use of the Software (a) are in compliance with all laws, rules, and regulations applicable to you and (b) do not violate any other agreement to which you are a party. The right to access the Software is revoked where these Terms or use of the Software is prohibited or to the extent any offering, sale, or provision of the Software conflicts with any applicable law, rule, or regulation. Further, the Software is offered only for your use, and not for the use or benefit of any third party.
4. Your Use of BugReplay. Subject to these Terms, BugReplay will use commercially reasonable efforts to make the Software available to you on an “as is” and “as available” basis. The software may only be used in production, if you (and any entity that you represent) have agreed to, and are in compliance with, these Terms of Service, or other agreement governing the use of the Software as agreed by you and BugReplay, and have a valid BugReplay subscription. “Software” includes information, data, text, fonts, photographs, videos, audio clips, written posts and comments, temporally-synchronized diagnostic information, scripts, processes, and any software made accessible on or through the Sites. The Software includes, without limitation, all cloud-based applications, desktop-based applications (e.g. local storage versions available for Windows, Mac, and Linux), mobile applications (e.g. iOS and Android apps), and any and all web browser extensions/add-ons (i.e. for Chrome, Firefox, Safari, Edge, Internet Explorer, Opera, Samsung Internet Browser, UC Browser, and any other web browsers), and web or mobile-based video players. Software also includes any software made available through our GitHub repositories (https://github.com/BugReplay), including with respect to automated testing (end-to-end testing) and continuous integration and continuous delivery/deployment. Additional licenses may apply for use of any Software available on our GitHub repositories, so please carefully review any and all LICENSE files thereon.
5. Registering for An Account. To sign up for the Software, you must register for an account (an "Account"). You must provide accurate and complete information for your Account. You may never use another person’s user Account without permission from BugReplay or share your Account or access credentials with any other individual or entity. You should never publish, distribute, or post login information for your Account. You are responsible for maintaining the security of your Account, including your name, username, password, and billing information. You will be responsible for acts, omissions, or breaches hereunder by any of your team members, End-users (defined below), or any other individuals using your Account or credentials for the Software. You must notify us immediately of any change in your eligibility to use the Software or breach of security or unauthorized use of your Account. Users may have the ability to invite other users to their teams, unless the applicable Account settings restrict this functionality.
6. Publicity. You hereby consent to inclusion of your name and logo in client lists that may be published as part of BugReplay’s marketing and promotional efforts, whether online or in print.
7. Customer Data.
a. Your Rights. “Customer Data” means any and all electronic data uploaded or submitted to the Software by you or by a third party on your behalf, including but not limited to network traffic, developer console logs, browser and computer data, screen recordings, screenshots, and any files. Subject to these Terms, you retain all of your rights to your Customer Data. Customer Data also includes all similar data uploaded or submitted to the Software by your End-users.
b. Licenses You Grant Us. You grant BugReplay a non-exclusive, worldwide, royalty-free, fully paid-up right and license to use, copy, access, process, reproduce, perform, display, modify, distribute, and transmit your Customer Data for purposes of providing the Software. You acknowledge and agree that (i) the quality of the Software and the Platform depend on the uploading or other provisioning of the Customer Data into the Platform or the Software, as applicable and (ii) BugReplay will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Customer Data entered by you. Notwithstanding anything to the contrary set forth herein, we may collect and use data regarding the use and performance of the Service in anonymized and aggregated form, to analyze and improve the Service, and for distribution in general benchmarking data and industry reports, provided that any reported User data is aggregated and anonymized such that no personally identifiable information of Customer or its users is revealed. BugReplay may also rely on third-party vendors for the operation of the Sites and Software. You agree that any such third-party services may use any or all of Customer Data as necessary to operate the Sites and provide the Software in accordance with these Terms.
c. Your End-users. Through the Software, we may allow you to request Customer Data from users outside your Account (“End-users”), including your customers or other third parties (such feature, the “Feedback by BugReplay” feature). We built the Feedback by BugReplay feature to assist you in obtaining actionable information about your website or other resources on the Internet from your real-world users without requiring them to create a User Account with BugReplay. You will comply with all applicable laws, rules, and regulations, these Terms, any relevant documentation provided by BugReplay related to the Customer Data, and legal duties applicable to you by virtue of the submission or storage of Customer Data within the Software. You will provide all information or notices to your End-users (defined below) or third parties as required by law and obtain consent of the End-users, where required. Before you grant your End-users access to, or use of, the Software, you must enter into valid, binding agreement with your End-users that require them to comply with our Terms, including without limitation all warranties, indemnifications, and limitations on our liability. You assume all responsibility and liability for your End-user’s actions (whether lawful or unlawful), including their compliance or failure to comply with these Terms. You represent to BugReplay that you are in compliance with all applicable privacy laws and that you have obtained all necessary rights and consents under applicable law to disclose to BugReplay, or allow BugReplay to collect, use, retain and disclose any Customer Data including such content that your End-users upload, submit, or otherwise transmit through the Software. We advise you also caution your Guest Users that network traffic can contain sensitive information that may not be apparent by reviewing the screencast portion of the recording.
d. Sharing Customer Data. Please be aware that the network traffic can contain sensitive information that may not be apparent by reviewing the screencast portion of the recording. When you “share” a video or a screenshot or other Customer Data, we have no control (and disclaim all liability) with respect to whom has access to such information and how such information is used. We strongly advise you to share links to Customer Data with only trusted third parties. See our Privacy Policy for more information:https://www.bugreplay.com/privacy
8. BugReplay Intellectual Property. BugReplay reserves all rights to the BugReplay name, logo, domain names, marks, and any other related intellectual property. You acknowledge that BugReplay retains all proprietary rights, title, and interest in and to, or practiced in connection with, the BugReplay mark and the Software including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades, and interfaces thereto. You will not delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents BugReplay.
9. Restrictions on Use of Software. You will not directly or indirectly:
a. sell, re-sell, license, sublicense, distribute, copy, rent, or lease the Software, or include the Software in a service bureau, time-share outsourcing offering, or otherwise make the Software available to, or use the Software for the benefit of, any third party, or transfer any of the rights that you receive hereunder;
b. interfere with or disrupt the integrity or performance of the Software or any third-party data contained therein or attempt to gain unauthorized access to the Software or its related systems or networks;
c. copy, modify, translate, or create derivative works based on the Software or any underlying software or any part, feature, function, or user interface thereof, including by framing (except as expressly allowed byBugReplay) or mirroring any part of any Software or any Content;
d. access or use the Software for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service;
e. decompile, disassemble, decipher, or reverse engineer the Software, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Software (except to the extent such restriction is prohibited by applicable statutory law);
f. remove any copyright notices, information, and restrictions contained in the Software or any Content;
g. bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Software (or to other Accounts, computer systems, or networks connected to the Software) or take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
h. use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Sites or Software;
i. use the Software under a false name or use an invalid or unauthorized credit card in connection with the Software; or
j. otherwise take any action in violation of these Terms or any other BugReplay policies conveyed to you in writing.
10. Your Representations and Warranties. You represent, warrant, and covenant that (i) all Customer Data is accurate and compliant with all applicable laws, rules, and regulations; (ii) you own all rights, title, and interest in and to the Customer Data, or have otherwise secured all necessary rights in the Customer Data as may be necessary to permit the access, use, and distribution thereof as contemplated by these Terms of Service; (iii) you will only use the Software in accordance with all applicable laws, rules, and regulations, these Terms and any relevant documentation provided by BugReplay; (iv) you will not, and will not permit any End-user or third party using your Account, to upload, download, post, submit, provide, transmit, distribute, or otherwise make available to or through the Software any Customer Data (a) that is unlawful, abusive, harassing, obscene, slanderous/libelous, infringing, deceptive, fraudulent, invasive of another’s privacy, tortious, morally repugnant, or that otherwise violates any other right of any third party, including any intellectual property, proprietary, or privacy rights, or that is otherwise inappropriate, as determined by us in our sole discretion, (b) that contains any viruses, code, files, or programs designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or that is or can be otherwise malicious, disruptive, or deleterious, (c) that constitutes unauthorized or unsolicited advertising, junk, or bulk email ("spamming") or otherwise violates federal CAN-SPAM regulation (you are responsible for complying with CAN-SPAM, including without limitation for supplying an "Unsubscribe" link in any emails required to include such link), (d) contains any third-party corporate confidential information, or (e) contains any Personally Identifiable Information (“PII”) such as information that is subject to specialized security regimes including without limitation the Health Insurance Portability and Accountability Act (HIPAA) and Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) and the standards promulgated by the PCI Security Standards Council ("PCI"). You acknowledge and agree that BugReplay is not a "Business Associate" under HIPAA, and you will not provide any protected health information to us. You will not provide BugReplay with any personally identifying information except for User information as necessary to allow Users to access the Software as set forth in these Terms. PII includes, but is not limited to, personal health information, identifying information such as social security numbers, passport numbers, driver’s license numbers, or similar identifiers (or any portion thereof), financial information such as credit or debit card numbers and bank and investment account information, accounts and passwords, and any other sensitive or confidential information.
11. Third-Party Software. The Sites and Software may contain links and references to other websites, services, software, or resources on the Internet (“Linked Websites”), and Linked Websites may contain links to the Sites and Software. Additionally, third-party vendors may provide advertising services on or related to the Software, such as by serving ads to users using cookies on the Sites. For more information about third-party advertising, cookies, and opt-outs, please visit Bugreplay’s privacy policy at https://www.bugreplay.com/privacy. When you access Linked Websites on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such Liked Websites. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Linked Websites, or any goods, services, resources, purchases, or transactions associated with Linked Websites. BugReplay will also not be responsible or liable for any failure in the Software attributable to your or any third party’s products, services, negligence, willful misconduct, breach of these Terms of Service, or other unauthorized access or use.
12. Payments and Billing.
a. Fees. In order to place an order (“Order”) to use certain of our Software, you may have to pay a fee (“Fee”) for a subscription (“Subscription”). All amounts are stated in, and will be paid in United States Dollars. We do not transmit invoices automatically, but you can access your payment history in your Account under the Subscriptions & Billing page (if you have sufficient permissions) or request such information from us. We may revise the Fees for our Software at any time, or impose additional fees or charges, in which case we will notify you by publishing the change to our Site(s) or via separate communication to you. Fee changes will be effective as of the next billing cycle, and you may upgrade or downgrade your subscription level at any time. If you subscribe to a non-free subscription plan, you (i) agree to pay us the applicable fees in accordance with all applicable payment terms set forth on the Sites and herein, (ii) authorize us, through the Payment Processor (defined below), to charge your chosen payment provider ("Payment Method") for the applicable fees, and (iii) agree to make payment using that selected Payment Method. All Orders are subject to acceptance by BugReplay in our sole discretion. You will bear all costs of integrating any aspect of the Software into their own website or application.
b. Taxes. All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). You will be responsible for paying all Taxes associated with the Software (without any offset or deduction to the Fees paid to BugReplay) other than U.S. taxes based on BugReplay’s net income.
c. Billing. We use Stripe as our third-party payment processor (the "Payment Processor"). The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for any error by the Payment Processor. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if the Payment Processor has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
d. Auto-Renewal. Subscription Fees are automatically charged on a recurring basis. Unless you cancel or change your Subscription in accordance with these Terms of Service, any Subscriptions you have signed up for will be automatically extended for successive renewal periods of the same duration as the Subscription originally selected, at the then-current non-promotional rate. By signing up for a Subscription, you agree that we may submit the charges associated with such Subscription for payment on the applicable schedule and you will be responsible for such charges. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Premium Service and/or Subscription. BY SIGNING UP FOR A SUBSCRIPTION YOU ACKNOWLEDGE AND AGREE THAT WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO THE BILLING SECTION OF THE SERVICE. PLEASE CONTACT US AT HELLO@BUGREPLAY.COM IF YOU NEED ANY ASSISTANCE. This does not waive our right to seek payment directly from you.
e. Current Information Required. You must provide current, complete, and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify us or our payment processor if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security.
f. Cancelling or Changing Software. To cancel or change your subscription, go to your Account under Billing & Subscription. Your non-termination or continued use of a subscription plan reaffirms that we are authorized to charge your Payment Method the Fees for such Software. You will not be eligible for a prorated refund of any portion of any Fees paid.
g. No Refunds. Once initiated by you, payment obligations are non-cancelable. Except as expressly set forth in these Terms of Service, BugReplay will not, under any circumstances, issue refunds of any Fees for early cancellation or termination of the Software, or for any other reason, including for any unused Software or if your actual usage of the Software falls below the purchased amount applicable to your Subscription level for the Software.
h. Disputes. If you have a question about charges made to your Account, please contact us immediately. You agree to notify BugReplay or any fee dispute within thirty (30) days of payment, and you agree to work in good faith to promptly resolve any dispute. If the charges were made in error, we will credit your Billing Account or Payment Method for the appropriate amount. BugReplay reserves the right, in its discretion, to suspend or terminate the Software or any portion thereof for non-payment of Fees and impose a charge to restore archived data from delinquent accounts. You agrees to reimburse BugReplay for all reasonable costs and expenses incurred in collecting delinquent amounts.
13. Termination
a. Termination by Either Party. You have the option of canceling your Account at any time by following the instructions on the BugReplay Website or through the Software or by contacting us at support@bugreplay.com. We reserve the right to terminate your Account or access to all or any part of the Software at any time, with or without cause, with or without notice, effective immediately. All provisions of these Terms of Service which by their nature should survive termination or expiration shall survive termination, including provisions regarding ownership, aggregate data use, payment (to the extent any payment obligations remain outstanding), warranty disclaimers, indemnity and limitations of liability.
b. Customer Data After Termination. Termination or cancellation of your Account by either party may result in the forfeiture and destruction of all information and data, including Customer Data, associated with your Account. Termination, cancellation, or expiration of your Account will result in a loss of your Customer Data; we may delete or destroy all copies of your Customer Data in our systems or otherwise in our possession or control, unless legally prohibited from doing so. We reserve the right, including after termination, to access, read, preserve, and disclose any information, including without limitation Customer Data, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests or (v) protect the rights, property, or safety of us, our users and the public.
14. WARRANTIES. Use of the Software is at your sole risk to the fullest extent permissible by law. The Software and any content or information made available on or through the Software is provided on an “as is” and “as available” basis without warranty of any kind. BugReplay does not represent or warrant that (i) the Software will meet your requirements or expectations, or (ii) use of the Software will be uninterrupted, error free or operate with any specific data or hardware, or (iii) defects or errors will be corrected or fixed. BugReplay’s entire liability and your exclusive remedy under this warranty will be, at BugReplay’s sole option and subject to applicable law, to provide conforming services or to terminate the nonconforming services and this Agreement, and provide a prorated refund of any prepaid fees from the period of non-conformance, through the end of the remaining Term. BugReplay does not provide any archiving or storage services and is not liable for any loss of Customer Data, including content uploaded, submitted, or otherwise transmitted through Feedback By BugReplay, including such content lost through unavailability of Service. To the extent permitted by applicable law, BugReplay disclaims all other warranties and conditions, whether express, implied, statutory or otherwise, including any express or implied warranties of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement. Some jurisdictions do not allow the exclusion of certain warranties and conditions; therefore, some of the above exclusions may not apply to Users located in (and only in) such jurisdictions.
15. INDEMNIFICATION. You will defend, indemnify, and hold harmless BugReplay (and its officers, employees, and agents) to the fullest extent permitted by law (including without limitation, for reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs) from any claim or demand made by any third party (including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency, or commission) due to or arising out of your (a) use of any Software, including Feedback By BugReplay, (b) violation of these Terms, (c) violation of applicable laws or regulations, or (d) any Customer Data. BugReplay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of BugReplay. BugReplay will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
16. LIMITATION ON LIABILITY. In no event will BugReplay, and/or its suppliers, licensors, and vendors, and our and their officers, directors, employees or agents be liable for any damages or losses, including direct, indirect, consequential, special, incidental, or punitive damages, including without limitation damages for lost profits, goodwill, use, data, or other tangible or intangible losses, loss of security of information provided in connection with the use of the Software (however arising, including contract, equity, negligence or other tortious action) even if advised in advance of such damages or losses. The maximum liability of Bugreplay and our officers, directors, employees, and licensors/suppliers to your or any third parties in any circumstance will be the total amount, if any, paid by User to BugReplay to access and use the Software during the twelve (12) months immediately preceding the incident giving rise to the liability. Some jurisdictions do not allow limitations or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to Users in such jurisdictions. The foregoing will not limit your obligations to pay any Fees due under any Order.
17. DISPUTE RESOLUTION AND CHOICE OF LAW.
a. Dispute Resolution. At BugReplay's sole discretion, it may require Users to submit any disputes arising from the use of these Terms of Service or the Software, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York State law. The number of arbitrators will be one. The place of arbitration will be New York, New York. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any claim related to these Terms, the Site(s) or the Software must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. All disputes relating to Payments and Billing (below) must be brought to our attention within 30 days of the disputed charge.
b. Choice of Law. These Terms will be governed by and construed in accordance with the laws of the State of New York (excluding its conflicts of law rules) and the United States of America. In the event of any conflict between U.S. and foreign laws, rules, and regulations, U.S. laws, rules and regulations will govern. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act will apply to the Terms of Service. User expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms of Service or use of the Site or Service will be filed only in the state or federal courts located in New York, New York, and User further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section. In any action or proceeding to enforce or interpret these Terms, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
18. Copyright. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that one of our Users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
-A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
-Identification of works or materials being infringed;
-Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
-Contact information about the notifier including address, telephone number and, if available, email address;
-A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
-A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
The designated Copyright Agent for Company is: Samuel KaufmanAddress: 1333A #132 North Avenue, New Rochelle, NY 10804Telephone: (914) 352-0112Email: dmca@bugreplay.com
19.Assignment. Neither party may assign its rights or delegate its duties under these Terms, either in whole or in part without the other party’s prior written consent, which will not be unreasonably withheld, except that either party may assign this agreement as past of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent will be void. These Terms will bind and inure to the benefit of each party’s successors or assigns.
20. Notices. All legal notices required under these Terms will be in writing and delivered in person or by certified or registered express mail to the address last designated on the User Account, and the BugReplay address as specified below. Notice will be deemed given (i) upon personal delivery; (ii) if delivered by air courier, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. A copy of all User legal notices must be sent to BugReplay, 1333A North Avenue #132, New Rochelle, NY 10804.
21. U.S. Based Software. The Software is controlled and operated by BugReplay from the United States and is not intended to subject BugReplay to the laws or jurisdiction of any state, country, or territory other than that of the United States. BugReplay does not represent or warrant that the Software or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Software, you do so at your own risk and are responsible for complying with all local laws and regulations. You are also subject to U.S. export controls and are responsible for any violations of such controls, including any U.S. embargoes or other federal rules and regulations restricting exports. BugReplay may limit the availability of the Software, in whole or in part, to any person, geographic area or jurisdiction BugReplay chooses, at any time and it its sole discretion.
22. Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Software (including without limitation, the availability of any feature, database, or content), with or without notice. If we make changes to these Terms of Service, we will notify you by posting a notice or new version of these Terms of Service on the Site or Service, or by sending you notice through the Software, via email or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Software without notice or liability. While we will timely provide notice of material modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Software following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Software going forward. Your use of the Software is subject to the Terms of Service in effect at the time of such use.
23. Entire Agreement. These Terms set forth the entire agreement and understanding of the parties relating to the Software and supersedes all prior and contemporaneous oral and written agreements. Nothing contained in any document submitted by User will in any way add to or otherwise modify the Agreement.
24. Headings; Interpretation. The captions and section and paragraph headings in these Terms are for convenience only and will not affect their interpretation. Any use of "including" "for example" or "such as" in these Terms of Service shall be read as being followed by "without limitation" where appropriate. Unless the context indicates otherwise, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine.
25. Severability. If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be severed from these Terms and the other provisions will remain in full force and effect.
26. No Beneficiary. No person or entity not a party to these Terms will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
27. No Agency. Nothing in these Terms creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and us.
28. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, natural disasters, labor disputes, wars, terrorist activities, acts of government, or the activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers.No waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
Thank you for reading through this Terms of Service. If you have any questions, please contact us at hello@bugreplay.com or by mail to: BugReplay c/o Miruni Inc, 225 S Broadway #9950, Denver, CO 80209
If you do not unconditionally agree to all of these Terms, you will have no right to use the Software (and you should immediately cease all such use). If these terms are considered an offer, acceptance is expressly limited to these terms to the exclusion of all other terms.
1. Acceptance of Terms of Service. By using or accessing the Software, including visiting the Sites, clicking on “create an account, “free trial,” sign up, “subscribe,” or equivalent button, you or the company or entity that you represent are consenting to be bound by and are becoming a party to these Terms. If you are using the Software on behalf of a company or other entity, then all references to "you" or "your" herein will refer to both the individual and the entity, both of which will be deemed Users. "User" means you and any visitor to the Sites or anyone who uses the Software, including without limitation your employees, consultants, contractors, agents, and third parties with which you transact business. “Users” also include any of your own customers, third parties, or other End-users (“End-users”) who use the Feedback by BugReplay tool (defined below) or otherwise submit Customer Data (defined below) on or through the Sites or Software. You are solely responsible for all use (whether or not authorized) of the Software within your Account. You are also representing and warranting that the individual clicking on the button is authorized to enter into this agreement and bind such entity. Your continued use of any portion of the Software will also constitute assent to the terms of these Terms.
2. Arbitration Notice. You agree that disputes between you and us will be resolved by binding, individual arbitration. Any claim related to these Terms, the Sites, or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. All disputes relating to Payments and Billing (below) must be brought to our attention within 30 days of the disputed charge.
3. Eligibility. You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, register for an Account (defined below) or use the Software. Furthermore, you must be at least the legal age in the jurisdiction of your residence to use portions of the Software that require you to make any payment. We may, in our sole discretion, refuse to offer the Software to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms and your use of the Software (a) are in compliance with all laws, rules, and regulations applicable to you and (b) do not violate any other agreement to which you are a party. The right to access the Software is revoked where these Terms or use of the Software is prohibited or to the extent any offering, sale, or provision of the Software conflicts with any applicable law, rule, or regulation. Further, the Software is offered only for your use, and not for the use or benefit of any third party.
4. Your Use of BugReplay. Subject to these Terms, BugReplay will use commercially reasonable efforts to make the Software available to you on an “as is” and “as available” basis. The software may only be used in production, if you (and any entity that you represent) have agreed to, and are in compliance with, these Terms of Service, or other agreement governing the use of the Software as agreed by you and BugReplay, and have a valid BugReplay subscription. “Software” includes information, data, text, fonts, photographs, videos, audio clips, written posts and comments, temporally-synchronized diagnostic information, scripts, processes, and any software made accessible on or through the Sites. The Software includes, without limitation, all cloud-based applications, desktop-based applications (e.g. local storage versions available for Windows, Mac, and Linux), mobile applications (e.g. iOS and Android apps), and any and all web browser extensions/add-ons (i.e. for Chrome, Firefox, Safari, Edge, Internet Explorer, Opera, Samsung Internet Browser, UC Browser, and any other web browsers), and web or mobile-based video players. Software also includes any software made available through our GitHub repositories (https://github.com/BugReplay), including with respect to automated testing (end-to-end testing) and continuous integration and continuous delivery/deployment. Additional licenses may apply for use of any Software available on our GitHub repositories, so please carefully review any and all LICENSE files thereon.
5. Registering for An Account. To sign up for the Software, you must register for an account (an "Account"). You must provide accurate and complete information for your Account. You may never use another person’s user Account without permission from BugReplay or share your Account or access credentials with any other individual or entity. You should never publish, distribute, or post login information for your Account. You are responsible for maintaining the security of your Account, including your name, username, password, and billing information. You will be responsible for acts, omissions, or breaches hereunder by any of your team members, End-users (defined below), or any other individuals using your Account or credentials for the Software. You must notify us immediately of any change in your eligibility to use the Software or breach of security or unauthorized use of your Account. Users may have the ability to invite other users to their teams, unless the applicable Account settings restrict this functionality.
6. Publicity. You hereby consent to inclusion of your name and logo in client lists that may be published as part of BugReplay’s marketing and promotional efforts, whether online or in print.
7. Customer Data.
a. Your Rights. “Customer Data” means any and all electronic data uploaded or submitted to the Software by you or by a third party on your behalf, including but not limited to network traffic, developer console logs, browser and computer data, screen recordings, screenshots, and any files. Subject to these Terms, you retain all of your rights to your Customer Data. Customer Data also includes all similar data uploaded or submitted to the Software by your End-users.
b. Licenses You Grant Us. You grant BugReplay a non-exclusive, worldwide, royalty-free, fully paid-up right and license to use, copy, access, process, reproduce, perform, display, modify, distribute, and transmit your Customer Data for purposes of providing the Software. You acknowledge and agree that (i) the quality of the Software and the Platform depend on the uploading or other provisioning of the Customer Data into the Platform or the Software, as applicable and (ii) BugReplay will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Customer Data entered by you. Notwithstanding anything to the contrary set forth herein, we may collect and use data regarding the use and performance of the Service in anonymized and aggregated form, to analyze and improve the Service, and for distribution in general benchmarking data and industry reports, provided that any reported User data is aggregated and anonymized such that no personally identifiable information of Customer or its users is revealed. BugReplay may also rely on third-party vendors for the operation of the Sites and Software. You agree that any such third-party services may use any or all of Customer Data as necessary to operate the Sites and provide the Software in accordance with these Terms.
c. Your End-users. Through the Software, we may allow you to request Customer Data from users outside your Account (“End-users”), including your customers or other third parties (such feature, the “Feedback by BugReplay” feature). We built the Feedback by BugReplay feature to assist you in obtaining actionable information about your website or other resources on the Internet from your real-world users without requiring them to create a User Account with BugReplay. You will comply with all applicable laws, rules, and regulations, these Terms, any relevant documentation provided by BugReplay related to the Customer Data, and legal duties applicable to you by virtue of the submission or storage of Customer Data within the Software. You will provide all information or notices to your End-users (defined below) or third parties as required by law and obtain consent of the End-users, where required. Before you grant your End-users access to, or use of, the Software, you must enter into valid, binding agreement with your End-users that require them to comply with our Terms, including without limitation all warranties, indemnifications, and limitations on our liability. You assume all responsibility and liability for your End-user’s actions (whether lawful or unlawful), including their compliance or failure to comply with these Terms. You represent to BugReplay that you are in compliance with all applicable privacy laws and that you have obtained all necessary rights and consents under applicable law to disclose to BugReplay, or allow BugReplay to collect, use, retain and disclose any Customer Data including such content that your End-users upload, submit, or otherwise transmit through the Software. We advise you also caution your Guest Users that network traffic can contain sensitive information that may not be apparent by reviewing the screencast portion of the recording.
d. Sharing Customer Data. Please be aware that the network traffic can contain sensitive information that may not be apparent by reviewing the screencast portion of the recording. When you “share” a video or a screenshot or other Customer Data, we have no control (and disclaim all liability) with respect to whom has access to such information and how such information is used. We strongly advise you to share links to Customer Data with only trusted third parties. See our Privacy Policy for more information:https://www.bugreplay.com/privacy
8. BugReplay Intellectual Property. BugReplay reserves all rights to the BugReplay name, logo, domain names, marks, and any other related intellectual property. You acknowledge that BugReplay retains all proprietary rights, title, and interest in and to, or practiced in connection with, the BugReplay mark and the Software including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades, and interfaces thereto. You will not delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents BugReplay.
9. Restrictions on Use of Software. You will not directly or indirectly:
a. sell, re-sell, license, sublicense, distribute, copy, rent, or lease the Software, or include the Software in a service bureau, time-share outsourcing offering, or otherwise make the Software available to, or use the Software for the benefit of, any third party, or transfer any of the rights that you receive hereunder;
b. interfere with or disrupt the integrity or performance of the Software or any third-party data contained therein or attempt to gain unauthorized access to the Software or its related systems or networks;
c. copy, modify, translate, or create derivative works based on the Software or any underlying software or any part, feature, function, or user interface thereof, including by framing (except as expressly allowed byBugReplay) or mirroring any part of any Software or any Content;
d. access or use the Software for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service;
e. decompile, disassemble, decipher, or reverse engineer the Software, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Software (except to the extent such restriction is prohibited by applicable statutory law);
f. remove any copyright notices, information, and restrictions contained in the Software or any Content;
g. bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Software (or to other Accounts, computer systems, or networks connected to the Software) or take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
h. use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Sites or Software;
i. use the Software under a false name or use an invalid or unauthorized credit card in connection with the Software; or
j. otherwise take any action in violation of these Terms or any other BugReplay policies conveyed to you in writing.
10. Your Representations and Warranties. You represent, warrant, and covenant that (i) all Customer Data is accurate and compliant with all applicable laws, rules, and regulations; (ii) you own all rights, title, and interest in and to the Customer Data, or have otherwise secured all necessary rights in the Customer Data as may be necessary to permit the access, use, and distribution thereof as contemplated by these Terms of Service; (iii) you will only use the Software in accordance with all applicable laws, rules, and regulations, these Terms and any relevant documentation provided by BugReplay; (iv) you will not, and will not permit any End-user or third party using your Account, to upload, download, post, submit, provide, transmit, distribute, or otherwise make available to or through the Software any Customer Data (a) that is unlawful, abusive, harassing, obscene, slanderous/libelous, infringing, deceptive, fraudulent, invasive of another’s privacy, tortious, morally repugnant, or that otherwise violates any other right of any third party, including any intellectual property, proprietary, or privacy rights, or that is otherwise inappropriate, as determined by us in our sole discretion, (b) that contains any viruses, code, files, or programs designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or that is or can be otherwise malicious, disruptive, or deleterious, (c) that constitutes unauthorized or unsolicited advertising, junk, or bulk email ("spamming") or otherwise violates federal CAN-SPAM regulation (you are responsible for complying with CAN-SPAM, including without limitation for supplying an "Unsubscribe" link in any emails required to include such link), (d) contains any third-party corporate confidential information, or (e) contains any Personally Identifiable Information (“PII”) such as information that is subject to specialized security regimes including without limitation the Health Insurance Portability and Accountability Act (HIPAA) and Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) and the standards promulgated by the PCI Security Standards Council ("PCI"). You acknowledge and agree that BugReplay is not a "Business Associate" under HIPAA, and you will not provide any protected health information to us. You will not provide BugReplay with any personally identifying information except for User information as necessary to allow Users to access the Software as set forth in these Terms. PII includes, but is not limited to, personal health information, identifying information such as social security numbers, passport numbers, driver’s license numbers, or similar identifiers (or any portion thereof), financial information such as credit or debit card numbers and bank and investment account information, accounts and passwords, and any other sensitive or confidential information.
11. Third-Party Software. The Sites and Software may contain links and references to other websites, services, software, or resources on the Internet (“Linked Websites”), and Linked Websites may contain links to the Sites and Software. Additionally, third-party vendors may provide advertising services on or related to the Software, such as by serving ads to users using cookies on the Sites. For more information about third-party advertising, cookies, and opt-outs, please visit Bugreplay’s privacy policy at https://www.bugreplay.com/privacy. When you access Linked Websites on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such Liked Websites. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Linked Websites, or any goods, services, resources, purchases, or transactions associated with Linked Websites. BugReplay will also not be responsible or liable for any failure in the Software attributable to your or any third party’s products, services, negligence, willful misconduct, breach of these Terms of Service, or other unauthorized access or use.
12. Payments and Billing.
a. Fees. In order to place an order (“Order”) to use certain of our Software, you may have to pay a fee (“Fee”) for a subscription (“Subscription”). All amounts are stated in, and will be paid in United States Dollars. We do not transmit invoices automatically, but you can access your payment history in your Account under the Subscriptions & Billing page (if you have sufficient permissions) or request such information from us. We may revise the Fees for our Software at any time, or impose additional fees or charges, in which case we will notify you by publishing the change to our Site(s) or via separate communication to you. Fee changes will be effective as of the next billing cycle, and you may upgrade or downgrade your subscription level at any time. If you subscribe to a non-free subscription plan, you (i) agree to pay us the applicable fees in accordance with all applicable payment terms set forth on the Sites and herein, (ii) authorize us, through the Payment Processor (defined below), to charge your chosen payment provider ("Payment Method") for the applicable fees, and (iii) agree to make payment using that selected Payment Method. All Orders are subject to acceptance by BugReplay in our sole discretion. You will bear all costs of integrating any aspect of the Software into their own website or application.
b. Taxes. All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). You will be responsible for paying all Taxes associated with the Software (without any offset or deduction to the Fees paid to BugReplay) other than U.S. taxes based on BugReplay’s net income.
c. Billing. We use Stripe as our third-party payment processor (the "Payment Processor"). The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for any error by the Payment Processor. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if the Payment Processor has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
d. Auto-Renewal. Subscription Fees are automatically charged on a recurring basis. Unless you cancel or change your Subscription in accordance with these Terms of Service, any Subscriptions you have signed up for will be automatically extended for successive renewal periods of the same duration as the Subscription originally selected, at the then-current non-promotional rate. By signing up for a Subscription, you agree that we may submit the charges associated with such Subscription for payment on the applicable schedule and you will be responsible for such charges. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Premium Service and/or Subscription. BY SIGNING UP FOR A SUBSCRIPTION YOU ACKNOWLEDGE AND AGREE THAT WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO THE BILLING SECTION OF THE SERVICE. PLEASE CONTACT US AT HELLO@BUGREPLAY.COM IF YOU NEED ANY ASSISTANCE. This does not waive our right to seek payment directly from you.
e. Current Information Required. You must provide current, complete, and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify us or our payment processor if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security.
f. Cancelling or Changing Software. To cancel or change your subscription, go to your Account under Billing & Subscription. Your non-termination or continued use of a subscription plan reaffirms that we are authorized to charge your Payment Method the Fees for such Software. You will not be eligible for a prorated refund of any portion of any Fees paid.
g. No Refunds. Once initiated by you, payment obligations are non-cancelable. Except as expressly set forth in these Terms of Service, BugReplay will not, under any circumstances, issue refunds of any Fees for early cancellation or termination of the Software, or for any other reason, including for any unused Software or if your actual usage of the Software falls below the purchased amount applicable to your Subscription level for the Software.
h. Disputes. If you have a question about charges made to your Account, please contact us immediately. You agree to notify BugReplay or any fee dispute within thirty (30) days of payment, and you agree to work in good faith to promptly resolve any dispute. If the charges were made in error, we will credit your Billing Account or Payment Method for the appropriate amount. BugReplay reserves the right, in its discretion, to suspend or terminate the Software or any portion thereof for non-payment of Fees and impose a charge to restore archived data from delinquent accounts. You agrees to reimburse BugReplay for all reasonable costs and expenses incurred in collecting delinquent amounts.
13. Termination
a. Termination by Either Party. You have the option of canceling your Account at any time by following the instructions on the BugReplay Website or through the Software or by contacting us at support@bugreplay.com. We reserve the right to terminate your Account or access to all or any part of the Software at any time, with or without cause, with or without notice, effective immediately. All provisions of these Terms of Service which by their nature should survive termination or expiration shall survive termination, including provisions regarding ownership, aggregate data use, payment (to the extent any payment obligations remain outstanding), warranty disclaimers, indemnity and limitations of liability.
b. Customer Data After Termination. Termination or cancellation of your Account by either party may result in the forfeiture and destruction of all information and data, including Customer Data, associated with your Account. Termination, cancellation, or expiration of your Account will result in a loss of your Customer Data; we may delete or destroy all copies of your Customer Data in our systems or otherwise in our possession or control, unless legally prohibited from doing so. We reserve the right, including after termination, to access, read, preserve, and disclose any information, including without limitation Customer Data, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests or (v) protect the rights, property, or safety of us, our users and the public.
14. WARRANTIES. Use of the Software is at your sole risk to the fullest extent permissible by law. The Software and any content or information made available on or through the Software is provided on an “as is” and “as available” basis without warranty of any kind. BugReplay does not represent or warrant that (i) the Software will meet your requirements or expectations, or (ii) use of the Software will be uninterrupted, error free or operate with any specific data or hardware, or (iii) defects or errors will be corrected or fixed. BugReplay’s entire liability and your exclusive remedy under this warranty will be, at BugReplay’s sole option and subject to applicable law, to provide conforming services or to terminate the nonconforming services and this Agreement, and provide a prorated refund of any prepaid fees from the period of non-conformance, through the end of the remaining Term. BugReplay does not provide any archiving or storage services and is not liable for any loss of Customer Data, including content uploaded, submitted, or otherwise transmitted through Feedback By BugReplay, including such content lost through unavailability of Service. To the extent permitted by applicable law, BugReplay disclaims all other warranties and conditions, whether express, implied, statutory or otherwise, including any express or implied warranties of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement. Some jurisdictions do not allow the exclusion of certain warranties and conditions; therefore, some of the above exclusions may not apply to Users located in (and only in) such jurisdictions.
15. INDEMNIFICATION. You will defend, indemnify, and hold harmless BugReplay (and its officers, employees, and agents) to the fullest extent permitted by law (including without limitation, for reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs) from any claim or demand made by any third party (including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency, or commission) due to or arising out of your (a) use of any Software, including Feedback By BugReplay, (b) violation of these Terms, (c) violation of applicable laws or regulations, or (d) any Customer Data. BugReplay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of BugReplay. BugReplay will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
16. LIMITATION ON LIABILITY. In no event will BugReplay, and/or its suppliers, licensors, and vendors, and our and their officers, directors, employees or agents be liable for any damages or losses, including direct, indirect, consequential, special, incidental, or punitive damages, including without limitation damages for lost profits, goodwill, use, data, or other tangible or intangible losses, loss of security of information provided in connection with the use of the Software (however arising, including contract, equity, negligence or other tortious action) even if advised in advance of such damages or losses. The maximum liability of Bugreplay and our officers, directors, employees, and licensors/suppliers to your or any third parties in any circumstance will be the total amount, if any, paid by User to BugReplay to access and use the Software during the twelve (12) months immediately preceding the incident giving rise to the liability. Some jurisdictions do not allow limitations or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to Users in such jurisdictions. The foregoing will not limit your obligations to pay any Fees due under any Order.
17. DISPUTE RESOLUTION AND CHOICE OF LAW.
a. Dispute Resolution. At BugReplay's sole discretion, it may require Users to submit any disputes arising from the use of these Terms of Service or the Software, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York State law. The number of arbitrators will be one. The place of arbitration will be New York, New York. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any claim related to these Terms, the Site(s) or the Software must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. All disputes relating to Payments and Billing (below) must be brought to our attention within 30 days of the disputed charge.
b. Choice of Law. These Terms will be governed by and construed in accordance with the laws of the State of New York (excluding its conflicts of law rules) and the United States of America. In the event of any conflict between U.S. and foreign laws, rules, and regulations, U.S. laws, rules and regulations will govern. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act will apply to the Terms of Service. User expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms of Service or use of the Site or Service will be filed only in the state or federal courts located in New York, New York, and User further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section. In any action or proceeding to enforce or interpret these Terms, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
18. Copyright. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that one of our Users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
-A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
-Identification of works or materials being infringed;
-Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
-Contact information about the notifier including address, telephone number and, if available, email address;
-A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
-A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
The designated Copyright Agent for Company is: Samuel KaufmanAddress: 1333A #132 North Avenue, New Rochelle, NY 10804Telephone: (914) 352-0112Email: dmca@bugreplay.com
19.Assignment. Neither party may assign its rights or delegate its duties under these Terms, either in whole or in part without the other party’s prior written consent, which will not be unreasonably withheld, except that either party may assign this agreement as past of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent will be void. These Terms will bind and inure to the benefit of each party’s successors or assigns.
20. Notices. All legal notices required under these Terms will be in writing and delivered in person or by certified or registered express mail to the address last designated on the User Account, and the BugReplay address as specified below. Notice will be deemed given (i) upon personal delivery; (ii) if delivered by air courier, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. A copy of all User legal notices must be sent to BugReplay, 1333A North Avenue #132, New Rochelle, NY 10804.
21. U.S. Based Software. The Software is controlled and operated by BugReplay from the United States and is not intended to subject BugReplay to the laws or jurisdiction of any state, country, or territory other than that of the United States. BugReplay does not represent or warrant that the Software or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Software, you do so at your own risk and are responsible for complying with all local laws and regulations. You are also subject to U.S. export controls and are responsible for any violations of such controls, including any U.S. embargoes or other federal rules and regulations restricting exports. BugReplay may limit the availability of the Software, in whole or in part, to any person, geographic area or jurisdiction BugReplay chooses, at any time and it its sole discretion.
22. Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Software (including without limitation, the availability of any feature, database, or content), with or without notice. If we make changes to these Terms of Service, we will notify you by posting a notice or new version of these Terms of Service on the Site or Service, or by sending you notice through the Software, via email or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Software without notice or liability. While we will timely provide notice of material modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Software following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Software going forward. Your use of the Software is subject to the Terms of Service in effect at the time of such use.
23. Entire Agreement. These Terms set forth the entire agreement and understanding of the parties relating to the Software and supersedes all prior and contemporaneous oral and written agreements. Nothing contained in any document submitted by User will in any way add to or otherwise modify the Agreement.
24. Headings; Interpretation. The captions and section and paragraph headings in these Terms are for convenience only and will not affect their interpretation. Any use of "including" "for example" or "such as" in these Terms of Service shall be read as being followed by "without limitation" where appropriate. Unless the context indicates otherwise, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine.
25. Severability. If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be severed from these Terms and the other provisions will remain in full force and effect.
26. No Beneficiary. No person or entity not a party to these Terms will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
27. No Agency. Nothing in these Terms creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and us.
28. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, natural disasters, labor disputes, wars, terrorist activities, acts of government, or the activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers.No waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
Thank you for reading through this Terms of Service. If you have any questions, please contact us at hello@bugreplay.com or by mail to: BugReplay c/o Miruni Inc, 225 S Broadway #9950, Denver, CO 80209
