‍FOCUS451, Inc. Terms of Use

Last updated: June 1st, 2024.

This Terms of Use Agreement (“Terms of Use”, or “Agreement”) between you and FOCUS451, Inc. (“FOCUS451”, “we”, “us”, or “our”) sets forth the legally binding terms for your use of the FOCUS451.com website (including all areas of the site), any successor websites, as well as the services, software, and applications provided online and/or made available offline through or in connection with the service, including through a mobile device (collectively, “Service”).  This Agreement applies to all visitors, users, and others who access the Service (“Users”, “you”, or “your”).  By accessing or using the Service you signify that you have read, understood, and agree to be bound by the Terms of Use.

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR, FOR FREE SERVICES, BY USING SUCH SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement includes the rights, obligations, and restrictions regarding your use of the Service and content posted on the Service.  Please see our Privacy Policy for more information about how we collect, use, and share information on the Service.

FOCUS451 may modify this Agreement at any time and such modification shall be effective upon posting by us of the updated terms at https://www.ComplianSer.com/legal. If we do this, we will post the amended Agreement on this page and indicate at the top of the page the date the Agreement was last revised. Your continued use of the Service following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.  If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

1)    THE SERVICE

The Service enables organizations and businesses to manage their human resources documents and certain organizational paperwork online, and to set up parameters to have their Users complete such documents and tasks, both initially and on an ongoing basis.  The Service enables a User to do some or all of the following: view online content (e.g., in the form of text, images, documents, video, flash); fill out forms; affirm and electronically sign (e-sign) documents; upload and save completed documents; print completed documents; and  purchase additional goods and services offered by FOCUS451.  Unless explicitly stated otherwise, any new features that augment or enhance the current Service offering shall be subject to the terms and conditions of this Agreement.  The Service may not be used for any purpose not expressly permitted by this Agreement.

2)    ACCOUNT REGISTRATION

You will need to register with FOCUS451 and create an account.

3)    Eligibility
No part of the Service is intended for users under 13 years of age.  Any registration, use, or access to the Service by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement.

In consideration of your use of the Service, you represent that you are not a person barred from using the Service under the laws of the United States or other applicable jurisdiction.

4)    Accounts

You will need to register with the Service by creating an account.  Your account gives you access to the services and functionality that we may establish and maintain from time to time.

In creating your User account, You agree to: (a) provide accurate and complete information about you as may be prompted by any registration forms on the Service; (b) maintain the security of your username and password; (c) maintain and promptly update any information you provide to FOCUS451, to keep it accurate, current and complete; and (d) be responsible for all use of your account and for any actions that take place using your account.  If you provide any information that is untrue, inaccurate, not current or incomplete, or FOCUS451 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, FOCUS451 has the right to suspend or terminate your account and refuse any and all current or future use of the Service.

You are solely responsible for all activity occurring on your account.  You agree to immediately notify FOCUS451 of any unauthorized uses of the account or any other breaches of security.  FOCUS451 cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

You may never use another User’s account without permission.  You must notify FOCUS451 immediately of any breach of security or unauthorized use of your account.  Although FOCUS451 will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of FOCUS451 or others due to such unauthorized use.

All user names and passwords remain the property of FOCUS451 and may be cancelled, changed or suspended at any time by FOCUS451 without notice.  FOCUS451 is not under any obligation to verify the actual identity or authority of the User of any user name or password.

5)    Account Preferences/Settings

By providing FOCUS451 your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail.  You may use your account settings to opt out of many Service-related communications. We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by changing the preferences in your account settings.  Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

6)    Administrators

FOCUS451 reserves the right to offer alternative and/or additional services to certain administrative users that may not be offered to general Users.  Each organization which licenses our Service may have one or more individuals (“Administrators”) who are responsible for overseeing the use of and monitoring access to the Service for its employees and personnel.  Each organization is responsible for determining its own Administrators.

7)    OWNERSHIP OF CONTENT AND LIMITED LICENSE

The following definitions apply to material on the Service:

a)     “Content” means any and all content, including, without limitation, text, information, photos, profiles, messages, notes, documents, illustrations, music, video, advertisements, listings, and other content appearing anywhere on the Service or made available on and/or through the Service at any time.

b)    “User Content” means any and all Content that you upload, publish, offer, display (collectively, “post”) transmit, sell, share, and/or otherwise make available on and/or through the Service.

c)     “Third Party Content” means any and all Content that a party other than you or FOCUS451 posts, transmits, sells, shares, and/or otherwise makes available on and/or through the Service.

d)    “Site Content” means any and all Content that is neither User Content nor Third Party Content.

Both the Service and all Site Content are the property of FOCUS451 and its licensors, with all rights reserved.  Neither the Service nor any Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, utilized to create derivative works, or sold in any form or by any means, in whole or in part, without FOCUS451’s prior written permission.  User agrees not to reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from the Service or any part thereof (except to the extent that such restriction is prohibited by applicable law).

FOCUS451 grants you a limited license to access and any portion of the Site Content to which you have properly gained access, solely for your personal use, and provided that you keep all copyright or other proprietary notices intact.  Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods.

The Site Content is provided for informational purposes only.  Information contained on or made available through the Service is not intended to, does not constitute, and should not be relied upon as legal or professional advice, recommendations, or counseling under any circumstance.  Always seek the advice of an attorney, human resources professional, and/or applicable specialist with any questions or requirements you may have on such topics.

Your rights to use Third Party Content are governed by the applicable Third Party License Terms that are established by those Third Parties from time to time.

Any use of the Service or the Site Content other than as specifically authorized herein, without the prior written permission of FOCUS451 (and the applicable Third Party, as the case may be) is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws.  Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to Intellectual Property Rights, whether by estoppel, implication or otherwise.  This license is revocable at any time without notice and with or without cause.

FOCUS451 reserves the right to change and modify any and all Site Content, software, and other items used or contained in or on the Service and any services offered through the Service at any time without notice.

8)    USER CONTENT

You are solely responsible for all User Content.  You understand and agree that FOCUS451 may, but is not obligated to, review, delete, and/or remove User Content (without notice) in its sole discretion, for any reason or no reason, including without limitation User Content that, in each case in the sole judgment of FOCUS451, violates this Agreement, might be offensive, illegal, or might violate the rights, harm, or threaten the safety of Users or others.

You agree that you will not post, transmit, sell or otherwise make available any User Content that:

a)     Violates any federal, provincial, foreign or local law or regulation;

b)    Is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or may create a risk of loss or damage to any person or property;

c)     You do not have full power and authority to distribute, including all necessary licenses and authorizations;

d)    You did not create or that you do not have permission to post, transmit, sell, or share, including forging headers or manipulating identifiers in order to disguise the origin of any User Content;

e)    Infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party; and

f)      FOCUS451 determines, in its sole discretion, is inappropriate for distribution through the Service.

Additionally, Users should follow their particular organization’s policies, guidelines, and procedures concerning User Content they post to the Service.

You are solely responsible, at your own cost and expense, for creating backup copies and replacing any User Content you post or store on the Site or provide to FOCUS451.  You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service is solely your responsibility.  When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site.

9)    USE OF SERVICE

In connection with your use of the Service, you shall abide by all applicable local, provincial, federal and foreign laws, treaties and regulations, including without limitation, those related to data privacy.

Further, you agree and acknowledge that you are prohibited from engaging in certain actions while using or accessing this Service.  You agree that by utilizing and/or accessing the Service you will not:

a)     Use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the FOCUS451 servers than a human can reasonably produce in the same period of time by using a conventional online web browser;

b)    Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

c)     Collect or harvest any personally identifiable information, including account names, from the Service.

d)    Post, transmit, sell, share or otherwise make available unsolicited commercial email or “spam”. This includes, without limitation, unethical marketing, advertising, or any other practice that is in any way connected with “spam”, such as (i) sending mass email to recipients who haven’t requested email from you or with a fake return address, (ii) promoting a site with inappropriate links, titles, descriptions, or (iii) promoting your site by posting multiple submissions in public forums that are identical;

e)    Post, transmit, sell, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

f)      Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

g)     Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;

h)    Harm, stalk, harass or otherwise violate the rights of others in any way in your use of the Service;

i)      Violate any applicable local, state, national or international law.

You understand that, by using the Service, you may be exposed to Content that you consider to be offensive, indecent or objectionable. You acknowledge that FOCUS451 does not pre-screen User Content or Third Party Content.  You agree that you must evaluate, and bear all risks associated with, the use of any Third Party Content or Site Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

You understand that the use of electronic signatures (e-sign) is subject to local laws and there may be certain type of documents, agreements of transactions where electronic signatures may not be legally binding based on the local laws where you operate. You understand and agree that FOCUS451 has no control as to which documents or templates may be used by you while using our services and that FOCUS451 will not be held liable in case your jurisdiction decides to find the document or agreement legally non-binding because those documents or agreements cannot use electronic signatures and/or may require wet signatures.

10) PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS

“Intellectual Property Rights” means any patent, copyright, trade or service mark, trade name, database right, goodwill, logo, mask work right, moral right, trade secret right, or any other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, whether arising in any jurisdiction.

FOCUS451 respects the Intellectual Property Rights and other rights of others, and we ask you to do the same.  You are prohibited from uploading, posting or otherwise transmitting on or through the Service any User Content that violates another party’s Intellectual Property Rights and other rights.  FOCUS451 is not responsible for the conduct of its Users, and has no responsibility or liability for User Content or for the loss or corruption thereof.

It is FOCUS451’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of Users who may infringe or repeatedly infringe the copyrights or other Intellectual Property Rights of FOCUS451 and/or others.

11) Digital Millennium Copyright Act

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, you may have a complaint under the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing to FOCUS451:

a)     An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

b)    Identification of the copyrighted work that you claim has been infringed;

c)     Identification of the material that is claimed to be infringing and where it is located on the Service;

d)    Your contact information, including your address, telephone number, and e-mail address;

e)    A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

f)      A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to FOCUS451’s designated DMCA Agent:

Attn: DMCA Notice

FOCUS451, Inc.

Address: 2445 Augustine Dr. Suite 150, Santa Clara, CA 95054.

Email: support@FOCUS451.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying FOCUS451 and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with FOCUS451’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, FOCUS451 has adopted a policy of terminating, in appropriate circumstances and at FOCUS451’s sole discretion, members who are deemed to be repeat infringers. FOCUS451 may also, at its sole discretion, limit access to the Service and/or terminate the accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.

12) Trademarks

“FOCUS451” and other FOCUS451 graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of FOCUS451.  Trademarks and trade dress used by Third Parties on the Site are the property of the respective owner.

Such trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the respective owner.

13) Ideas

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place FOCUS451 under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you.  You acknowledge that, by acceptance of your submission, FOCUS451 does not waive any rights to use similar or related ideas previously known to FOCUS451, or developed by its employees, or obtained from sources other than you.

14) FEES

FOCUS451 may from time to time charge fees for the use of the Service.  Our fees, if any, are available on the Service.  Unless otherwise stated, all of our fees are quoted in US dollars.  You and/or your organization are responsible for paying all fees associated with the use of the Service through your account, and for all applicable taxes.  You and/or your organization provide FOCUS451 and its third party payment processor express authorization to charge said fees to your payment provider at time of purchase or renewal.

Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by User.  If payment is not current, FOCUS451 may immediately cease to provide Services.

15) SECURITY

We have implemented commercially reasonable technical and organizational measures designed to protect your personal information and User Content from unauthorized access, use, alteration, or disclosure.  However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and User Content for improper purposes.  You acknowledge that you provide your personal information and User Content at your own risk.

16) MOBILE USE

FOCUS451 makes available a version of its Service for use with mobile devices (the “FOCUS451 Application”).  You acknowledge that certain services, such as offers and service-related information (such as the availability of FOCUS451 Application upgrades), may be provided from time to time in the form of text (SMS) messages delivered to your registered mobile device instead of directly through the Application.  By registering your mobile device or providing us with your mobile phone number, you agree to receive such SMS-based communications to the mobile number associated with your registered mobile device.  To opt-out of receiving these SMS-based communications, follow the instructions in the body of the SMS message or send email at privacy@focus451.com. In the event you elect to opt-out of such SMS-based communications, you may receive an additional message from the Service confirming your election.  FOCUS451 does not warrant that the text messaging service will be uninterrupted or error free.

Though you may access the Service via a mobile device, FOCUS451 shall not be liable for any delay in performing or failure to perform any obligation hereunder by circumstances beyond our reasonable control including (without limitation) any technical problems beyond the control of FOCUS451 such as (for example) defects, congestion or failures of capacity or otherwise in the public data or telephone or mobile carrier network or caused by atmospheric interference, your mobile device being turned off for an extended period of time so that messages are not retained, or your being unable to obtain mobile network coverage.

17) INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content.  Specifically, you agree to comply with all applicable laws regarding the transmission of technical data in the country, jurisdiction, state and locality in which you reside.

You understand that the use of the Service is subject to United States export controls and trade and economic sanctions laws.  User agrees to comply with all such applicable laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, and the trade and economic sanctions maintained by the Office of Foreign Assets Control of the U.S. Treasury Department.

18) LINKS; THIRD-PARTY SERVICES

We may provide links to other World Wide Web sites or resources.  Because FOCUS451 has no control over such sites and resources, you acknowledge and agree that FOCUS451 is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.  Reference to any products, services, processes or other information by manufacturer, supplier, trademark, tradename, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith by FOCUS451.  You further acknowledge and agree that FOCUS451 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.    We encourage you to be aware of when you leave the Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

19) INDEMNITY AND RELEASE

You agree to defend, indemnify and hold harmless FOCUS451 and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content; (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code; and (vii) any dispute you have with one or more of our Users or any Third Party providing goods and services through the Service.

20) DISCLAIMERS

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  USE OF THE SERVICE IS AT YOUR OWN RISK.  THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, OR NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, FOCUS451, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  FOCUS451 IS NOT RESPONSIBLE IN ANY MANNER FOR ANY USER CONTENT OR THIRD PARTY CONTENT, INCLUDING BUT NOT LIMITED TO STORAGE, BACKUP, MAINTAINING INTEGRITY OR SAFEKEEPING OF SAME.  ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS, CAUSES OF ACTION, AND DAMAGES THAT ARISE FROM SUCH MATERIAL, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, NETWORK, OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

21) LIMITATION OF LIABILITY

IN NO EVENT SHALL FOCUS451, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, PERSONNEL INFORMATION, BUSINESS INFORMATION, AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FOCUS451 IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FOCUS451’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE: (i) AMOUNT PAID, IF ANY, BY YOU TO FOCUS451 FOR THE SERVICE DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM(S) AROSE; OR (ii) THE SUM OF ONE THOUSAND DOLLARS ($1,000).  THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT.  YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO FOCUS451 FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE FOCUS451 PARTIES, REGARDLESS OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT FOCUS451 SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Service is controlled and offered by FOCUS451 from its facilities in the United States of America.  FOCUS451 makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

22) NOTIFICATION PROCEDURES

You acknowledge that FOCUS451 may establish general practices and additional limits concerning use of the Service.  Notices to you may be made via email or website posting.  FOCUS451 may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to you generally on the Service.  Your agreement to these Terms of Use constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the Service in an authorized manner.  FOCUS451 reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.

23) NOTICE TO CALIFORNIA USERS

Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

24) GENERAL

a)     Governing Law; Forum. You and FOCUS451 each agree that this Agreement and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the Agreement, or the relationship between you and FOCUS451, shall be brought exclusively in the courts located in the county of Santa Clara, California or the U.S. District Court for the Northern District of California. You and FOCUS451 agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California or the Northern District of California, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

b)    Entire Agreement. The Agreement, including the Privacy Policy, the information provided to you and by you during the sign-up process and during the upgrade/downgrade of your account, and any other documents that are incorporated into this Agreement by reference, constitutes the entire agreement between you and FOCUS451 and governs your use of the Service, superseding any prior agreements between you and FOCUS451 (including, but not limited to, any prior versions of the Agreement) concerning the use of the Service.

c)     Severability. If any provision of this Agreement is unlawful, void or unenforceable by a court of competent jurisdiction, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

d)    Headings. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

e)    Independent Contractors. You and FOCUS451 are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

f)      Force Majeure. FOCUS451 shall not be responsible to you as a result of any delay or default in carrying out its obligations hereunder which is due in whole or in part to an event beyond of the control of FOCUS451.

g)     No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term.  The failure of FOCUS451 to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

h)    Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Please contact us with any questions about this Agreement, or to report any violations of the Agreement at support@FOCUS451.com.

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