Terms and Conditions

Last Revised on: November 12, 2024

Welcome to Assista! 

These Terms of Use (“Terms”) apply to your (“you” or “your”) use of the Assista platform,  interface, software, tools, data, documentation, and website (the “Service/Services”). By using the Service, you agree that these terms will become a legally binding agreement between you and the Assista Contracting Entity (Assista Inc) identified in these Terms (“Assista”).

We are Assista, Inc  ('Company', 'we', 'us', or 'our'), a company registered in Delaware, USA. 

We operate the website https://assista.us (the Website) and the Assista platform (the 'Platform'), collectively referred to as the Service, as well as any other related products and services that refer or link to these Terms.

You can contact us by phone at (+40)729718190, email at paul.b@assista.us, or by mail to 651 North Broad Street, Suite 201, Middletown, DE 19709.

IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, DO NOT ACCESS OR USE THE SERVICES. 

I. Overview

Assista offers a voice and text-enabled AI assistant that integrates with numerous productivity tools like Google Services, Notion, HubSpot to make your operations more efficient.  This integration allows users to execute tasks across these platforms through simple voice or text commands, streamlining their workflow and significantly reducing the time spent switching between apps. Assista’s ability to provide personalized suggestions and a comprehensive activity log enhances workflow efficiency and decision-making by reducing recurring efforts and costs. When you use the Service, you also have the option to upload your own content (“User Content”) which you have full control and responsibility over but you will also log in on various platforms and choose what information Assista will be able to access. 

The Service is made available on assista.us. Your use of the Service is subject to these Terms. By using the Service you also acknowledge Assista’s Privacy Policy,  which explains how we collect and use personal information.

You may use the Service only if you can legally form a binding contract with Assista and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.

The Services is not intended to be used by minors. The Services are intended for users who are at least 18 years of age. Any use or access to the Services by anyone under 18 years old is strictly prohibited.

We may change these Terms of Use at any time without prior notice. You may read a current, effective copy of these Terms of Use at any time by selecting the “Terms of Use” link on the Website. Any use of the Website after such date constitutes your acceptance of the current Terms of Use. If any change to these Terms of Use is not acceptable to you, we advise you to cease accessing, browsing and using the Website or Platform. If you violate the Terms of Use, we reserve the right to deny you access to our Services, together with any and all other legal remedies.

II. Using our Services

Assista is a tool that empowers you to streamline your operations by having access to a custom AI assistant suited to your needs. When you start using the Service, you can choose which third-party services to connect with Assista. During the login process, you'll also select the specific data you want to share with it. You also have the option to upload your own documents so that Assista can act as a chatbot. 

As part of the setup process, you will be prompted to log in to the specific services you wish to connect with your Assista profile. This step is crucial for establishing a secure link between Assista and the third-party services, ensuring that Assista can act on your behalf with your consent. By logging into these providers and selecting the information you're willing to share, you authorize Assista to perform a range of actions. These actions can include sending emails, posting updates to your social media accounts, scheduling appointments, and making notes, among others. It's important to understand that this integration is designed to make your daily tasks more manageable and efficient by leveraging the capabilities of Assista in conjunction with the services you already use and trust. 

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

When utilizing the Services, it is imperative that you adhere to both these Terms and all pertinent laws. The ownership of all rights, title, and interest in relation to the Services is vested in us and our affiliated entities. This signifies that the comprehensive legal entitlements and beneficial aspects associated with the Services rest with us and our affiliated entities. It is important to recognize that by using the Services, you are acknowledging this proprietary relationship and agreeing to operate within the parameters of these established rights and regulations.

Y‍ou grant to Assista a worldwide, royalty‐free, non‐transferable, and non‐exclusive license during the Term to use Your Branding to publicize or advertise that you are using the Service (for example, by using your marks in presentations, marketing materials, customer lists, financial reports and website listings, including links to your website.

‍

(1) Access and Registration

Contingent upon your fulfillment of the payment obligations outlined below or subject to a free trial, as well as your strict adherence to all stipulations detailed herein, Assista confers upon you a revocable, non-exclusive, non-transferable, and non-sublicensable license. This license allows you to access and employ the Services solely for the purposes of your internal business operations. This access is granted exclusively to Authorized Users, in full accordance with the terms and conditions laid out in these Terms. In order to facilitate your access to the Services we will grant you with the requisite passwords and access credentials. Each person must have a unique account and you are responsible for any activity conducted on your account.

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to:

• access the Services; and
• download or print a copy of any portion of the Content to which you have properly gained access.

‍

(2) Your Content. Uploading your Digital Content. 

To make the most of certain parts of our Services, you might choose to share your own data with us. You have the choice to give input to the Services, which we call "Your Content." In return, you'll get the results produced by the Services using the input you provided. We call these results "Output."

With regard to ownership matters, and in accordance with relevant legal provisions and the terms binding both parties, you retain full rights to Your Content. 

‍

We, on the other hand, reserve the prerogative to access the Content as needed for the facilitation and sustenance of the Services, compliance with pertinent legal obligations, and the maintenance of our established policies. It's up to you to manage your content ensuring its compliance with all applicable legal frameworks and the stipulations enshrined within these Terms. 

This applies to any information you share on the platform, such as profile details, comments, files, documents and other content uploaded. We do not claim ownership of your content; what you create or upload stays yours.

Your Content will not be used to enhance our services.

You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms.

By sharing, posting, displaying, or otherwise providing any of your Contributions through our Services, you're confirming that you have all the necessary rights. 

You agree not to upload any content, or use our platform directly or indirectly, in any manner that:

• Promotes or creates a risk of physical or mental harm, emotional distress, death, disability, or disfigurement to yourself, any person, or animal;
• Promotes or creates a risk of harm, loss, or damage to any property;
• Seeks to harm or exploit children;
• Is harassing, abusive, racially or ethnically offensive, defamatory, invasive of personal privacy or publicity rights, libelous, or threatening;
• Discriminates, incites, or promotes discrimination against others based on race, religion, sex, sexual orientation, age, disability, ancestry, national origin, or any other basis;
• Is sexually explicit or pornographic in nature or contains links to such material;
• Involves the sale or promotion of illegal activities, products, or services;
• Is fraudulent or promotes fraudulent activity;
• Violates the rights of any individual or third party, including their intellectual property and data privacy rights;
• Contains any information or content that you do not have a right to make available under any law or due to confidentiality, contractual, or fiduciary duties;
• Contains any information or disinformation that is false, deceptive, or misleading or otherwise promotes, endorses, encourages, or facilitates the spread of false information;
• Violates any applicable law or promotes activities that are illegal in nature;
• Threatens or undermines democratic processes or institutions.

We may remove or edit your Content: Although we have no obligation to monitor any Content, we shall have the right to remove or edit any Content at any time without notice if in our reasonable opinion we consider such Content harmful or in breach of these Terms of Use. If we remove or edit any such Content, we also reserve the right to disable your account and report you to the authorities.

You shall be solely responsible for your information and the consequences of submitting and publishing your information on our Platform.  You affirm, represent, and warrant that you own, or have the necessary licenses, rights, consents, and permissions to publish any information that you submit; and you license to us all patent, trademark, trade secret, copyright or other proprietary rights in and to your information for publication on the Service pursuant to these Terms of Use.

You further agree that your information will not contain third- party copyrighted material, or material that is subject to other third- party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant us all of the license rights granted herein.  We do not permit copyright infringing activities and infringement of intellectual property rights on the Service, and we will remove content if properly notified that such content infringes on another's intellectual property rights.  We reserve the right to remove content without prior notice subject to the applicable laws.

We will use reasonable efforts to investigate notices of alleged infringement.  If we in our sole discretion reasonably believe an infringement has taken place, and consistent with applicable laws, will take appropriate action, which may include removing or disabling access to the content claimed to be infringing and/or terminating accounts and access to the Service.

‍

(3) Prohibited Use

In addition to other prohibitions as set forth in these Terms of Use, you are prohibited from using the Service or its related content: (a) for any unlawful or fraudulent purpose, including but not limited to, the use of fraudulent credit card information; (b) to solicit others to perform or participate in any unlawful or prohibited acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others or delete the copyright or other proprietary rights notice from any content; (e) to harass, abuse, insult, harm, defame, slander, annoy, disparage, intimidate, or discriminate based upon gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information or otherwise attempt to mislead or impersonate another; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or the contents contained thereon; (h) to collect or track the personal information of others; (i) to send advertising or promotion materials, spam, phish, pharm, pretext, spider, crawl, scrape or facilitate the use of any malware or ransomware; (j) for any damaging, obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Service, including those to prevent copying of content or that limit use; (l) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (m) to systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us; (n) to make any unauthorized use of the Service including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; (o) to use a buying agent or purchasing agent to make purchases on theService; (p) to upload any illegal documents; (q) to engage in unauthorized framing of or linking to the Service; (r) to engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools; (s) to interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service; (t) to use the Website/Platform to infringe the rights of others ; (u) to use the Service as part of any effort to compete with us (v) to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website; (w) to copy or adapt the Website software, including but not limited to Flash, PHP, HTML, JavaScript, or other code; (x) to upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, malicious code, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website; (y) to upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”); (z) except as may be the result of standard search engine or Internet browser usage, to use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website, or using or launching any unauthorized script or other software; or (aa) in any way that may be deemed a breach or violation of any of our Terms of Use or Privacy Policy.  

We reserve the right to terminate your use of the Website or any related website for violating any of the prohibited uses set forth in these Terms of Use.

‍

(4) Anti-Discrimination

Usage of our Service for the purpose of discrimination, particularly on grounds of race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, is strictly disallowed and will not be tolerated. Using the Service in a manner that has the potential to incite, endorse, or back such discriminatory actions is prohibited. Furthermore, utilizing the Service to provoke or advocate hostility or violence is strictly prohibited. Should we independently determine that your utilization of the Service involves discrimination, particularly rooted in factors such as race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we hold the right to permanently or temporarily terminate or suspend your access to the Service, with no prior notice and without incurring any liability, for any valid reason.

(5) Feedback

If you submit any feedback, comments or suggestions for improvement in connection with our Services, we retain our right to take those into consideration or not, without compensating you in any manner, at our sole discretion and without restriction. 

(6) Accuracy

Artificial intelligence and machine learning are rapidly evolving fields of study. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.

(7) Beta Releases

Occasionally, Assista may, at its absolute discretion, permit you to access and use select Beta Releases, with your agreement. In exchange for access to a Beta Release, you agree to the following conditions: (i) any suggestions, feedback, bug reports, test results, analyses, or comments you provide to Assista about such Beta Release will be considered Feedback; (ii) any information related to a Beta Release that is shared with you or derived from your use of it, including but not limited to screenshots or recordings, will be treated as Assista's Confidential Information; (iii) Beta Releases may be available only for a limited time and should not be depended on for ongoing use; (iv) Assista reserves the right to end or discontinue any Beta Release and/or your access to it at any time, with or without prior notice, at its sole discretion; (v) Assista may gather, analyze, and utilize data shared or generated during your use of a Beta Release to improve, operate, and develop Assista's products or services, including for model training and other business-related purposes; and (vi) you acknowledge and accept that using any Beta Release is entirely at your own risk and that Assista, or any other party, will not be liable for any issues arising from or related to your use of Beta Releases. Beta Releases are provided "as is", with no warranties, representations, or guarantees of any kind, either expressed or implied. Some Beta Releases may come with Additional Terms that supplement these Terms. Should there be any conflict, the Additional Terms for that specific Beta Release will take precedence.

III. Intellectual Property

All content, features, and functionality available through the Website, including but not

limited to design, artwork, hyperlinks, text, videos, calendars, software, images, technical

drawings, blog posts, podcasts, audio, images, art, code, configurations, graphics, other files, and their selection and arrangement (“Materials”) are either the proprietary property of us, our affiliates, or licensors and are protected by United States and international intellectual property and proprietary rights laws. We reserve any and all rights to the Materials. The Materials may not be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means in whole or in part without our prior written permission except you may download and print Materials for non-commercial uses that are not competitive with or derogatory to us, provided that you keep all copyright or other proprietary notices intact, do not alter such Materials, and do not further reproduce, publish or distribute such Materials. Please note that this limited consent may be revoked at any time by us and does not include consent to republish Materials on the Internet, or any Intranet or Extranet site, or to incorporate the Materials in any database or other compilation. Any other use of the Materials is strictly prohibited. You further agree that you will not systematically extract, collect or harvest through electronic means or otherwise, any data or data fields from the Website, including but not limited to customer identities or other personal information.

All registered and unregistered trademarks visible or accessible through our Website are trademarks of Assista, or licensors and may not be copied, imitated, or used in whole or in part without the prior written permission of Assista, or its owners. All page headers, customer graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of ours or our affiliates and may not be copied, imitated or used in whole or in part without prior written permission from us.

Assista shall not be held liable for any damages, including but not limited to direct, indirect, incidental, special, or consequential damages, arising from your use of the services or any third-party damages caused by your wrongful use, copying, or distribution of the software or content. It is your responsibility to use the services in compliance with all applicable laws and regulations.

Any attempt to reproduce, modify, distribute, or create derivative works based on our software without prior written consent from us is expressly prohibited. Such actions may result in legal consequences. We are not liable for any third-party damages that may occur due to your misuse or unauthorized distribution of our software.

The use of our Service does not entail any transfer of intellectual property rights. Your access to our Service allows you the privilege of using our software and website, but it does not confer any ownership or proprietary rights to you. 

The scope of your entitlement is limited solely to accessing and using the software for its intended purpose.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

IV. Purchases and payment

(1)  Fees and Billing

All Fees associated with your account must be settled in accordance with the prices and terms outlined on the relevant pricing page or as mutually agreed upon through written communication. We retain the right to rectify any pricing errors or inaccuracies, even in cases where an invoice has already been issued or payment has been received.

It is imperative that you provide accurate and comprehensive billing information, which should include a valid and authorized payment method. We will carry out periodic charges to your chosen payment method, with the flexibility to reasonably modify the date of the charge posting as necessary. By providing your consent, you grant us, our affiliated entities, and our designated third-party payment processors the authorization to initiate charges to your payment method for the specified Fees.

In the event that a payment transaction cannot be successfully processed, we will furnish you with written notification and may suspend access to the Services until payment is successfully received. All Fees are to be remitted in U.S. dollars and are due immediately upon the issuance of an invoice. Please be aware that payments are generally nonrefundable, except as expressly stipulated in this Agreement. 

We accept various payment methods through Stripe, including, without limitation, Mastercard, Visa, and American Express. By using the Services, you agree to be bound by Stripe’s Services Agreement available at https://stripe.com/us/legal.

(2) Taxes

 Unless explicitly indicated otherwise, the Fees outlined do not encompass federal, state, local, or foreign taxes, duties, and similar assessments, collectively referred to as "Taxes." It is your responsibility to cover all Taxes linked to your purchase, with the exception of Taxes calculated based on our net income. We reserve the right to issue invoices for such Taxes, and you consent to making prompt payments for these Taxes, along with providing us with supporting documentation of the payment or any other reasonable evidence we may request.

For tax purposes, we use the information furnished in your account registration, including your name and address, as the designated place of supply. It is crucial that you maintain this information with accuracy and ensure it remains up-to-date.

‍

(3) Price Changes

We reserve the right to modify our pricing for the services we provide. Changes to pricing will be communicated in the following manner:

• Notification to Your Account: We will post a notice of any price changes directly to your account on our platform or by emailing you on the address provided when you registered.  

• Website Announcement: Additionally, we will provide notice of price changes on our official website.

Price increases will take effect 14 days after the date they are initially posted. In the event that a price adjustment is necessitated by legal requirements or obligations, such changes will be effective immediately upon posting. Any changes to pricing will be applied to the Fees associated with your account immediately following the effective date of the announced changes.

It is your responsibility to review and stay informed about any price changes posted to your account or on our website. By continuing to use our services after the effective date of such changes, you acknowledge and accept the revised pricing terms.

‍

(4)  Free Account

 We offer a free period for our Services, starting from the date of your registration or activation, during which you can access and evaluate our Services at no cost to you. This period is designed to allow you to experience some of our services and determine their suitability for your needs.

Please note that we may require you to provide valid payment information at the beginning of the trial period. At the end of the trial period, if you do not cancel your trial subscription, your chosen payment method will be charged for the selected subscription plan.

We reserve the right to modify or terminate the trial period offer at our discretion, without prior notice. Additionally, if we suspect any abuse or violation of our terms and conditions during the trial period, we may terminate your access to the trial without notice.

By initiating the trial period, you agree to comply with our terms and conditions and acknowledge that the trial period is subject to the terms outlined herein.

(5) No Refunds

You may cancel your subscription at any time; however, there are no refunds for cancellation. In the event that Assista suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your account, or for anything else.

IV. Children Information

The Website/Platform is intended only for users over the age of eighteen (18). 

We do not target the Website or our services to minors, who are under thirteen (13) (or a higher age threshold where applicable).  You agree that you are not under thirteen (13) years of age.  We do not intend to collect or process any information from anyone under the age of thirteen (13).  If we become aware that a user is under thirteen (13) (or a higher age threshold where applicable) and has provided us with information, we will take steps to comply with any applicable legal requirement to remove such information.  Contact us  if you believe that we have mistakenly or unintentionally collected information from a person under the age of thirteen (13).

V. Third Parties

(1) Third Party Services

‍
Links and Integrations with Third-Party Services: The Service may offer, or provide the ability to facilitate, links to and integrations with Third-Party Services, whether integrated within the Service itself or available on external websites that link back to the Service. Assista makes these links and integrations available purely for user convenience, and assumes no liability for the content, functionality, or availability of such Third-Party Services, nor does it endorse these Third-Party Services (or any associated products or services). Engaging with any Third-Party Services linked from the Service is done at your own risk, and Assista bears no responsibility for the veracity or reliability of any information, data, views, advice, or statements provided by, on, or through these Third-Party Services. If you permit a Third-Party Service to access your Assista Account, you alone are accountable for the access it gains to your data, including Customer Content, and the actions it may perform with regard to your Assista Account or Customer Content. Your interaction with any Third-Party Service falls under the terms and conditions applicable to that Third-Party Service. You are prohibited from posting any links that lead users to content or information that breaches these Terms or the terms applicable to that Third-Party Service.

‍

(2) Links to Other Websites

Our Service might include links to other websites, mobile applications, or social media platforms. We are not responsible for examining or evaluating the content or accuracy of any other website and do not warrant and will not have any liability or responsibility for any other party’s materials or websites or for any other materials, products, or services of other websites. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any other party’s websites or other platforms . Please review carefully other party’s website’s policies and practices and make sure you understand them before you engage in any transaction. Claims, complaints, questions, or concerns regarding other parties should be directed to that party. We disclaim all responsibility for your access to other websites. We make no claims as to the truth or quality of any information found on any linked external website, and we have no control over their content. To safeguard your computer against viruses and other harmful software, you should exercise caution when downloading files from any website. Any links to other websites are provided as merely a convenience to the users of the Website.

(3) Affiliate Program

Our affiliate program is managed through Rewardful, a third-party software that allows us to track and manage referral activity, commissions, and affiliate performance. By participating in our affiliate program, affiliates agree to the terms of commission calculation and payout managed by Rewardful, including any applicable minimum thresholds for payout and the specified methods and frequency of payment. Affiliates are required to adhere to our promotional guidelines, which prohibit misleading or spam-like promotional practices to maintain the integrity of our brand. Any violation of these terms may result in termination from the affiliate program and forfeiture of earned commissions. We reserve the right to suspend or terminate accounts that misuse the affiliate system or fail to comply with these guidelines. Affiliates can access Rewardful to review their referrals, commission balances, and other relevant information.

Please note that by using Rewardful, you are also subject to Rewardful’s Terms of Service and policies. We assume no liability for any issues arising from the use of Rewardful’s services, and any complaints or service-related inquiries should be directed to Rewardful. Their terms and conditions apply and govern your use of their platform in conjunction with our affiliate program.

VI.  Warranty and Disclaimer

THE WEBSITE, AND THE INFORMATION ON OR AVAILABLE THROUGH THE WEBSITE, IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATION, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.  WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE WEBSITE, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.  WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE.  YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE WEBSITE FOR INDEFINITE PERIODS OF TIME OR CANCEL IT AT ANY TIME WITHOUT NOTICE TO YOU.  TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXCLUDE ALL REPRESENTATIONS AND WARRANTIES RELATING TO OUR WEBSITE, OR RELATED CONTENT, FOR WHICH IS OR MAY BE PROVIDED BY ANY AFFILIATES OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES OR OMISSIONS IN THE SERVICES OR OUR LITERATURE.

IN NO CASE SHALL WE, OUR EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE ARISING FROM YOUR USE OF THE WEBSITE OR IN ANY WAY RELATED TO THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS IN ANY USE OF THE WEBSITE OR ANY CONTENT OR PRODUCT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE.  IN ANY EVENT, THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES AND OUR SERVICE PROVIDERS UNDER THESE TERMS OF USE SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).  

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

‍

VII. Confidentiality and Personal Data

(1) Your Privacy

We take your privacy very seriously. Any personal data collected through this Website is governed by the rules laid in our Privacy Policy. Please refer to Privacy Policy to learn more about your rights and responsibilities with respect to the personal information disclosed on this Website. If you have any questions about your rights under our Privacy Policy, we encourage you to contact us at  paul.b@assista.us.

‍

(2) Protecting Personal Data

If your use of the Services involves the processing of personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you warrant to us that you are processing such data in accordance with applicable law. You are fully responsible to comply with all applicable laws and regulations. 

(3) Confidentiality 

You may be given access to Confidential Information of Assista, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Assista or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Assista and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

VIII. Indemnification 

To the fullest extent permitted by law, and except to the extent arising from our gross negligence or intentional misconduct, you agree to indemnify, defend, and hold harmless us, and our employees, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys’ fees made by any third party due to or arising out of your breach of these Terms of Use or the documents they incorporate by reference, or your violation of any law or rights of a third party.  We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.  You shall not settle any actions or claims on our behalf without our prior written consent.

If you are a California resident or resident of a state with a similar applicable law, you hereby expressly waive California Civil Code section 1542 in connection with the foregoing (or such other similar applicable law in your state), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

IX. Severability

If any provision of these Terms will be found to be unlawful, void or unenforceable, then such provision shall be removed without affecting the enforceability of all remaining provisions. 

X. Termination

These Terms of Use are effective until terminated.  We may terminate these Terms of Use at any time without notice to you and may deny you access to our Services. You may terminate these Terms at any time for any reason by discontinuing the use of the Services.

XI. Arbitration and Dispute Resolution

You and Assista agree to resolve any claims relating to these Terms or our Services through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by emailing paul.b@assista.us within 30 days of agreeing to these arbitration terms or the relevant changes.

We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Assista, you agree to try to resolve the dispute informally by sending us notice at paul.b@assista.us of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.

XII.  Governing Law

The laws of the United States of America and the State Delaware, without regard to its conflicts of laws principles, shall govern these Terms of Use and your use of the Website. Any legal action or procedure relating to this website must be filed only in a federal or state court with jurisdiction over the matter, located in Delaware.

XIII. Notices

All communications shall be made in writing. We reserve the right to send notifications to you through the information supplied during registration or the email address associated with  your utilization of the Services.

‍XIV. Changes to these Terms of Use

We reserve the right to change, modify, or amend these Terms of Use at any time to reflect changes in our practices and service offerings.  If we modify our Terms of Use, such changes will be effective upon posting.  It is your obligation to check our current Terms of Use for any changes.  These Terms of Use may only be modified in writing.  Any ambiguities in the interpretation will not be construed against the drafter.  

XV. Contact Information

If you have any questions about these Terms of Use, please contact us at paul.b@assista.us

‍