Argyle Systems Inc. (“Argyle,” “we,” “us,” or “our”) offers a software-as-a-service platform (the “Argyle Platform”) that allows third-party companies with whom you (“End User,” “you,” or “your”) have a contractual relationship (such as your insurance provider or other service provider) (each, a “Client”), as directed by you, to collect and/or post information about you (“Your Data”) from or to your account(s) on certain authorized third-party workforce platforms (such as ride-sharing and food delivery platforms) (each, a “Data Location”).
The Argyle Platform integrates with certain Client software and/or software-as-a-service applications that you access and use through your relationship with Client(s) (each, a “Client Application”). Clients use the Argyle Platform in order to access Your Data. Data Locations integrate with Argyle through a widget allowing Argyle to pull Your Data from your account on such Data Location, or post Your Data to your account as the case may be. Through a Client Application, you can access and use Argyle’s front-end UI widget (“Argyle Link”), which provides a way for you to connect and transfer Your Data, stored on your account with a Data Location, to Clients with whom you contract to obtain goods or services.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
The Services are available only to individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this End User Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. We reserve the right, in our sole and absolute discretion, to deny you access to the Services or any portion thereof without notice and without reason.
2. Client Applications
You agree that when Argyle or a Client retrieves Your Data or uploads New Data to Your Data, Argyle or such Client is acting as your agent, and not as the agent of or on behalf of any third party. For purposes of this End User Agreement and solely to obtain, add to, streamline, and provide Your Data to Clients on your behalf as part of the Services, you grant Argyle and the applicable Client a limited power of attorney, and appoint Argyle and such Client as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access the applicable Data Locations to retrieve and/or add to Your Data and to use Your Data as described in this End User Agreement, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. You further agree that the Data Locations that you have selected shall be entitled to rely on the foregoing express authorization, agency, and power of attorney granted by you, and shall be entitled to release Your Data to Argyle and the requesting Client.
Through a Client Application, you are able to access the Argyle Platform where you can manage your preferences with respect to which Clients have access to Your Data. Each Client that has access to Your Data is referred to herein as a “Connection.” You are able to add or remove Connections at any time. If you remove a Connection, Argyle will no longer provide Your Data to that Client through the Argyle Platform; however, Argyle will retain Your Data and will be able to share Your Data with any other Connection(s) that remain or with new Connection(s) that you add in the future. If you wish for Argyle to delete Your Data, you must email at [email protected]
; promptly upon receipt of your notice, we will delete Your Data, however you acknowledge and agree that once we delete Your Data, we are no longer able to provide Your Data to any Client, regardless of whether or not such Client is maintained as a Connection.
3. Use and Restrictions on use
You may use the Services for personal use only. You hereby agree that you will (i) comply with all applicable laws in your use of the Services; (ii) not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) not interfere with, or attempt to interrupt the proper operation of, the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means; (iv) not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services; and (v) not access or use the Services to collect any market research for a competing business.
4. No warranties; Limitation of liability
YOU ACKNOWLEDGE THAT THE SERVICES AND THE ARGYLE PLATFORM MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE SERVICES AND ARGYLE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SERVICES OR ARGYLE PLATFORM WILL OPERATE ERROR-FREE OR THAT THE SERVICES OR ARGYLE PLATFORM ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU, TO CLIENTS, TO DATA LOCATIONS, OR TO ANY THIRD PARTY THAT YOUR DATA IS ACCURATE, COMPLETE, UP TO DATE, OR OTHERWISE RELIABLE. WE DO NOT, AND WE HAVE NO RESPONSIBILITY OR OBLIGATION TO, VERIFY OR REVIEW YOUR DATA. USE OF YOUR DATA BY YOU OR BY ANY CLIENT, DATA LOCATION OR ANY OTHER THIRD PARTY IS SOLELY AT YOUR OWN, OR SUCH PARTY’S OWN, RISK.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES OR THE ARGYLE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE ARGYLE PLATFORM SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS (US $100). SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THIS END USER AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
5. Your representations and warranties
By using the Services or providing us (either directly or through a Client) with Your Credentials for a Data Location, you represent and warrant to Argyle that such information is accurate, complete, and owned by you, and that you are authorized to provide such information for the purpose of collecting and using Your Data as described in this End User Agreement. You further represent and warrant to Argyle that you are authorized to permit third parties, including Argyle and its Clients, to electronically access your Data Location accounts and electronically retrieve Your Data therefrom, or post New Data thereto. You represent and warrant to Argyle that by using the Services and entering into and complying with this End User Agreement you are not violating any agreements you may have with any Data Location, any Client, or any third party.
You agree to defend, indemnify, and hold us and our owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising from or in connection with: (i) your breach of this End User Agreement including, without limitation, any of the representations and warranties set forth herein above; (ii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right; or (iii) your gross negligence, willful misconduct, or fraud. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
7. Intellectual property
The Services and the Argyle Platform are protected by copyright, trademark, and other laws of the United States and foreign countries. Argyle and our licensors exclusively own all right, title, and interest in and to the Services and the Argyle Platform, including all associated intellectual property rights. The trademarks, service marks, and logos of Argyle (the “Argyle Trademarks”) used and displayed on the Services and the Argyle Platform are registered and unregistered trademarks or service marks of Argyle. Other company, product, and service names located on the Services or the Argyle Platform may be trademarks or service marks owned by others, including, without limitation, Clients and Data Locations (the “Third-Party Trademarks,” and, collectively with Argyle Trademarks, the “Trademarks”). Nothing on the Services or the Argyle Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. All goodwill generated from the use of Argyle Trademarks inures to our benefit. Elements of the Services and the Argyle Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. We reserve all rights in the Services and the Argyle Platform not expressly granted to you in this End User Agreement.
You are and shall remain the owner of Your Data. You hereby grant Argyle a worldwide, royalty-free right and license to access and use Your Data solely to provide you with the Services and as otherwise expressly provided in this End User Agreement.
8. Communications with and submissions to us
Although you are free to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information, without compensation or attribution to you.
9. Compliance with applicable laws
The Services are based in the United States and are only available to the United States residents. We make no claims concerning whether the Services may be appropriate for use outside of the United States. If you access the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
10. Modification of the services; Termination
We may change or discontinue any of our Services with or without notice. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Services, at any time and for any reason without prior notice or liability. Sections 2 and 5-17shall survive termination.
11. Controlling law
This End User Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
12. Binding arbitration
In the event of a dispute arising under or relating to this End User Agreement or the Services (each, a “Dispute”), either Argyle or you may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com
. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 15 below, nothing in this End User Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
13. Class action waiver
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
14. Equitable relief
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this End User Agreement. We may, without waiving any other remedies under this End User Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.
15. Communications decency act notice; Telephone consumer protection act
Argyle is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any of Your Data is limited as described therein. We are not responsible for any of Your Data. We neither warrant the accuracy of Your Data nor exercise any editorial control over Your Data, nor do we assume any legal obligation for editorial control of Your Data or liability in connection with Your Data, including any responsibility or liability for investigating or verifying the accuracy of any of Your Data.
Our failure to act on or enforce any provision of this End User Agreement shall not be construed as a waiver of that provision or any other provision in this End User Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this End User Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This End User Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. This End User Agreement may be updated by us from time to time without notice. Any such changes will be posted on our website. By accessing or using the Services or Argyle Platform after we make any such changes to this End User Agreement, you are deemed to have accepted such changes.