Tully

Terms and Conditions

LAST UPDATED:                17 November 2020

Welcome to Tully App®, a service provided by Vertical Craft, Inc. (“Vertical Craft”, “we”, “our”, or “us”).  We hope that you (any references to “you”, “your”, or “yours” refer to you, as a user of Tully and its content and services) enjoy what we provide.  Please read these terms and conditions carefully before you start on your journey.

If you have any questions about this document, any of part of these Terms and Conditions, or our Services, please contact us at support@tullyapp.com .

  1. Acceptance of Terms and Conditions

  1. These terms and conditions of access, use, and services (“Terms and Conditions”) control and guide your access to and use of the tullyapp.com website which includes all websites and all pages accessed through it and includes all suites of applications and services delivered through tullyapp.com or standalone native applications on any mobile platform or device including the Tully App (collectively as “Tully”). They also control and guide your use of any content, information, product, service, downloadable software program, streaming media, or app available at, within, or through Tully and all the services and products which may be available through any of them (collectively referred to as “Services”). These Terms and Conditions apply whether you are accessing or installing any part of Tully or Services on your personal or work devices.

  1. BY CREATING AN ACCOUNT, REGISTERING, OR USING OR PARTICIPATING IN ANY PORTION OF THE SITE OR SERVICES, OR ACCESSING ANY PART OF THE SITE, YOU ARE AGREEING AND ACCEPTING THESE TERMS AND CONDITIONS AND ARE BECOMING A PARTY TO THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS THE SITE OR USE OR PARTICIPATE IN THE SERVICES.

  1. You must be at least 13 years of age to access or use Tully or Services or, if the laws of your city or country requires that you must be older, then the minimum age under the applicable Law in your city or country. If you are under 18 years of age (or the age of legal majority where you live), you may only access or use Tully or Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms and Conditions. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority where you live), you are fully responsible for the acts or omissions of such user in connection with Tully or Services.

  1. If you are less than 13 years old (or are under the minimum required age based on the laws of where you live), or your account has been terminated or restricted by us, you may not use Tully or Services. By using Tully or Services, you are truthfully telling us that you are of required age, are fully able and competent to enter into and accept and perform these Terms and Conditions, and that your account is not terminated or restricted. If you do not meet all of these requirements, do not access or use Tully or Services.

  1. We have the sole right to, at any time, modify, discontinue, or terminate Tully, Services, or any part of them.  We also have the right to modify these Terms and Conditions without notice. If we modify these Terms and Conditions, we will indicate that we have done so and post the updated version at https://tullyapp.com/terms-condition.html . We may attempt to notify you by sending an email notification to the address associated with your account or providing notice through Tully or Services. The top of this page will tell you the date of the last update. Any such change or update will be effective immediately upon our posting of new update. You are solely responsible to regularly check these Terms and Conditions for changes. Your continued access to or use of Tully or Services after any posted modification to these Terms and Conditions indicates your acceptance of the modification. You may not alter the Terms and Conditions without our written acceptance and approval.

  1. Even if you are accessing Tully or using or participating in the Services as a part of your employment or at the request of your employer, your use of or participation in Tully or Services shall be considered as your agreement and acceptance of these Terms and Conditions.  And, your use of or participation in the Services that may in any way be related to your employment is telling us that you are authorized to accept these Terms and Conditions for your employer. Therefore, your employer, through you, equally agrees and accepts these Terms and Conditions. If you are accessing or using Tully or Services on behalf of another person or an entity, you promise that you are authorized to accept these Terms and Conditions behalf of that person or entity and that the person or entity shall be responsible to us if you or the other person or entity violates these Terms and Conditions.

  1. Any content accessible through Tully or Services is provided for informational, educational, or entertainment purposes ONLY.

  1. General Description of Services

Tully and Services were created to enable you to write, record, play, publish, and distribute songs all within one application.  In addition, you can share your files, through Tully, with engineers, producers, and other collaborators in order to mix, modify, and otherwise use files. 

  1. License for Use of Tully and Services

  1. For strictly noncommercial and your personal use only, we grant you a personal, non-exclusive, non-assignable, non-transferable, revocable limited license to access and use Tully or Service and any content, material, or software that we may make available to you.

  1. You must comply with all applicable laws, including all laws that apply in your own locality, when using or accessing Tully or Services. Except as may be expressly permitted by applicable law or expressly enabled by a feature of the Services, you will not, and will not permit anyone else to: (i) store, copy, modify, or distribute any of the content made available on or through Tully or Services; (ii) compile or collect any content available on or through Tully or Services as part of a database or other work; (iii) use any automated tool (e.g., robots, spiders) or manual process to monitor, store, copy, modify, distribute, or resell any content from Tully or Services; (iv) frame or otherwise incorporate Tully or Services or any portion or part of them as parts of another website or service; (v) reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any portion of Tully or Services (including the display of third party advertising); (vi) circumvent or disable any digital rights management, usage rules, or other security features of the Service, or any content available on Tully or Services; (vii) use the Service in a manner that threatens the integrity, performance, or availability of Tully or Services; (vii) remove, alter, or obscure any proprietary notices (including copyright marks and notices) on any portion of Tully or Services or any content available from them; or (viii) include any personal or identifying information about another person in your User Content (defined below) without that person’s explicit written consent.

  1. Using Tully and Services

  1. Subject to the limits stated in this Terms and Conditions, we give you permission to use Tully and Services. But we may change, restrict, stop, or terminate your permission for any conduct that we believe to be inappropriate, or for your breach of any part of these Terms and Conditions. Your use of Tully or Services is at your own risk, including the risk that you might be exposed to content, information, data, items, materials, software, text, displays, images, video, and audio that may be or you believe them to be offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

  1. Without any notice to you or any liability to us, we may, at any time and for any or no reason, modify, update, interrupt, suspend, or discontinue any part of Tully or Services.  At times and for any or no reason, Tully or Services may be inaccessible.  We are not responsible to you or anyone for any loss or harm related to your inability to access or use Tully or Services.

  1. If you choose, or are provided with, a user name, password, or any other piece of information to establish or verify access and use of Tully and Services, you must treat such information as confidential and must not disclose it to any other person or entity. You are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all activities that occur under your password or account. You shall treat your account as personal to you and not provide or allow any other person or entity to access any part of Tully or Services through your account. You have to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of your account security.

  1. Account

  1. In order to use Tully or Services, you may need to create an account. When registering for an account, you must provide accurate and complete information and promptly update this information to keep it current. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we, at our discretion, may suspend or terminate your account and your use of Tully and Services. When you create an account, you will provide us with your email address, and will choose a username and password for your account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you provide about yourself will be treated in accordance with our Privacy Policy.

  1. We may enable you to create and personalize a public profile through Tully and Services. To enable you to do that, you must provide us with the information you want to display on such profile.

  1. You are solely responsible for maintaining the confidentiality and security of your username and password. You will remain responsible for all use of your username and password. You are solely responsible for all activities that occur through your account even if done by someone else without your authorization. To protect your account from unauthorized use, do not provide your username or password to anyone else. Please notify us immediately of any unauthorized use of your account or any other breach of security by sending an email to support@tullyapp.com

  1. You may terminate your account at any time.

  1. User Content

  1. In connection with creation of an account, use of the account, or use of Tully or Services, you may upload, submit, create, post, store, and share content information in forms of texts, messages, writings, musical composition, production files, lyrics, audio files, photos, videos, or other audio/visual materials to us (“User Content”).

  1. You shall not upload User Content unless you own that content, you have created that content yourself, or you have written permission from the owner or the copyright owner of that content. You shall make sure that User Content fully complies with all parts of these Terms and Conditions and you possess the rights necessary to grant us License.

  1. We shall have no obligation to screen, edit, or monitor any User Content. However, we have the right, and have absolute discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice.

  1. You understand that by using Tully or Services or creating an account with us, you may be exposed to User Content that may be offensive, indecent, objectionable, or inaccurate. We take no responsibility for any User Content and assume no liability in any way related to any User Content, including any loss or damage to any part of your User Content.

  1. You understand that communications in chat areas, forums, bulletin boards, communities, groups, or other public or common areas relating to Tully or Services are not private communications. You shall use caution when submitting any User Content that may include your personal information to a public or common area.

  1. User Content other than yours is the property of the user who uploaded the content and is, or may be, subject to copyright, trademark rights, or other intellectual property or proprietary rights. Therefore, it may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available, or otherwise communicated to the public or exploited for any purposes except via the features of Tully or Services and within the parameters set by the user uploading it or with the user’s written permission.

  1. Your License to Us in Accessing User Content

  1. In order to provide the Services and assist in functionality of Tully, for any User Content that you upload, you grant us and our subsidiaries, affiliates, agents, and successors: a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, prepare derivative works of, distribute, publicly perform, and publicly display User Content throughout the world in any media relating to Tully or Services and our business (“License”).
  1. However, you retain all rights in your User Content, subject to the rights you are granting us. You may set parameters and permissions to limit the rights you are granting us
  2. You may modify or remove your User Content via your account or by terminating your account, but we may, in accordance with our Privacy Policy, retain and use non-personally identifiable data that is derived from your User Content.

  1. By uploading User Content, subject to parameters and permissions that you may set in using Tully or Services, you also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up, license to other users and to operators and users of any other websites, apps, or platforms to which User Content has been shared or embedded through your use of Tully and Services (“Linked Operators”), to use, copy, listen offline, repost, transmit, or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public, the User Content.
  1. You can limit and restrict the availability of certain portions of User Content to others.
  2. However, nothing in these Terms and Conditions grants any rights to any other user to use any proprietary name, logo, trademark or service mark uploaded by you as part of User Content (for example, your profile picture) (collectively referred to as “Marks”), other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of reposting sounds with which you have associated those Marks.

  1. The licenses granted in this section are granted separately with respect to each item of User Content.

  1. Licenses with respect to audio and music files and any images or text within your account will terminate automatically when you remove such content from your account. However, you understand and agree that once User Content is distributed to Linked Operators, we are not obligated to ensure, require, or request the deletion of User Content from any server or system within Linked Operators. Furthermore, if you authorize any of User Content to be available for offline listening or viewing, after deletion of an item of User Content or removal from the ability for other users to listen or view offline, the item may still be available to other users who saved the item for offline listening or viewing on their devices. Licenses with respect to comments or other contributions that you make will be perpetual and irrevocable and will continue even if you terminate your account.

  1. Any right or license granted to you under these Terms and Conditions shall not be transferred or assigned by you to anyone else, but may be assigned by us without restriction. Your assignment or attempted assignment in violation of these Terms and Conditions is void.

  1. Copyright Infringement

  1. We respect the intellectual property rights of others, and asks you to do the same. We will terminate any user’s privileges to access Tully or Services who repeatedly infringe the copyrights of others and may remove or disable User Content that may be infringing copyrights of others.

  1. If you believe that your removed or disabled User Content is not infringing, or that you have the authorization or right to post and use that User Content, you may send us a counter-notice containing the information required by Section 512(g)(3) of the Digital Millennium Copyright Act (17 USC § 512(g)(3)). You authorize us or our copyright agent to forward your counter-notice to the party who claims to own copyrights to your removed or disabled User Content. If, within 10 business days of receiving the counter-notice from us, the original claimant does not file an action seeking a court order to restrain you from engaging in infringing activity related to your removed or disabled User Content, then we may, in its sole discretion, reinstate your removed or disabled material.

  1. If you believe that your work has been posted on Tully in a way that constitutes copyright infringement, you must first contact us at the address below and provide the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright-protected work; (ii) a description of the copyright-protected work; (iii) the location on Tully of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) your statement showing your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) your statement, made under penalty of perjury, that the information in your notice to us is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. By submitting a copyright infringement notice, you authorize us to forward, at our discretion, the information you provide in this notice to the person who uploaded the allegedly infringing material.  You must write to us at:

Tullyapp.com

Care of: Vertical Craft, Inc.

5688 Windhover Drive, Suite 3

Orlando, Florida 32819

  1. Ownership; Trademarks

  1. We, our affiliates, our suppliers, and licensors own all right, title, and interest, including all intellectual property rights, in and to Tully and Services and all content accessed through them. Except for those rights expressly granted in these Terms and Conditions, you have no other rights, either express or implied or otherwise.

  1. Tully and Tully App are trademarks of Vertical Craft, Inc. Other product, brand, and company names and logos used on Tully or Services or displayed through us are the trademarks or registered trademarks of their respective owners. You are strictly prohibited to and shall not use any of the marks appearing on Tully or Services or displayed through us without the prior written agreement and approval of us or of the owner of the mark, as appropriate.

  1. Communications with Users

  1. When you create an account with us, you understand and agree that you may receive communications from the other users of Tully or Services. You also understand and agree that all users are each acting independently and that no user is our representative or agent and that you shall not consider a user’s actions as our actions.

  1. Tully or Services may include tools that enable users to arrange in-person meetings. You acknowledge and accept that we do not arrange or supervise meetings and do not have control over who attends meetings or the actions of any individual at any meeting. At all times, you shall use caution and good judgment when arranging or attending such meetings.

  1. You shall be solely responsible for all risks associated with all communications or meeting in which you engage with others.

  1. You can share files with others using or accessing Tully or Services in order to enable them to mix, modify, and otherwise use your shared files. However, each of you who share files and other content between each other shall be solely responsible for any arrangement or agreement applicable to your sharing files and all related matters between you, including but not limited to the mixing, modifying, and using of the shared files, and does not involve us in any way. Each of you, not us, are responsible for monitoring and enforcing arrangements and agreements applicable to all matters relating to the sharing, modify, mixing, and using of files between you. We will not be liable for any actual or alleged breach of your arrangements or agreements with others, or any damages arising from or related to such actual or alleged breach, if any, applicable or controlling all matters relating to the sharing, modify, mixing, and using of files between you. Each of you, not us, is responsible for (i) all claims, (ii) all intellectual property rights, privacy rights, publicity rights, and other rights, (iii) all data losses, and (iv) all other matters relating to the sharing of files and other content between you and others using or accessing Tully or Services. We reserve the right, but do not have the obligation, to review, screen, or monitor the interactions between users of Tully or Services via the Tully App at any time and for any reason without any notice.

  1. Fees and Subscriptions

  1. Certain of our Services may be accessible for a fee. If you want to access any of Services that we offer for a fee, you must select a service package. Each service package outlines (i) the specific Services provided, (ii) the fees applicable to such Services (“Service Fees”), (iii) the payment terms applicable to such Services, and (iv) the period in which such Services will be provided (“Service Period”). All Service Fees must be paid in U.S. Dollars and by payment card through our authorized payment processor. You shall be authorized to use and have fees charged to the payment card number you provide.

  1. We use a third-party payment processor (the “Payment Processor”) to link your method of payment. In addition to these Terms and conditions, the processing of payments or credits, as applicable, in connection with your use of Tully or Services will be subject to the terms, conditions, and privacy policies of the Payment Processor and your credit card issuer. We shall not be responsible, in any way, for any errors by the Payment Processor. In connection with your use of Tully or Service, we will obtain certain transaction details which will be used solely in accordance with our Privacy Policy.

  1. When your selection of a service package is deemed to be subscription services with recurring, fixed costs, you may be authorizing us or our Payment Processor to make automatic annual or monthly (as applicable) recurring charges for the Service Fees to the payment card number you provide us for the duration of the Service Period.  IMPORTANT -- Service Periods, where such Services are deemed to be subscription services, may automatically renew.

  1. Tully does not provide refunds on the sale of any digital goods. If there are issues, please contact Tully immediately. If you would like to cancel a service package, please contact us at support@tullyapp.com . We will not issue any refund for any unused portion of any subscription. We, at our sole discretion, may modify fees with notice to you and any new fee structure will only be applied to the subsequent Subscription Periods.

  1. Account Termination

  1. You may terminate your use or access of Tully or Services at any time by terminating your account. Termination of your account is your only right and remedy regarding any dispute with us in any way related to Tully or Service or to these Terms and Conditions.

  1. We may suspend or terminate your access to Tully or Service at any time, for any reason. If we suspect that you have violated any provision of these Terms and Conditions, we may also seek any other available legal or equitable remedy. Your rights under these Terms and Conditions will terminate automatically if you fail to comply with any portion of these Terms and Conditions.

  1. You remain solely liable for all obligations related to your use of Tully or Services even after you have stopped using or accessing them. Neither we nor any of our licensors, suppliers, or publishers is liable to you or to any other person for any loss caused by any termination of the Services or termination of your access to Tully or Service or termination of your account.

  1. Third-Party Content

  1. Tully or Services may contain links to other web pages and content of belonging to other persons (“Third-Party Content”). We do not monitor, endorse, or adopt, or have any control over, any Third-Party Content. We shall have no responsibility to update or review any Third-Party Content and make no guaranty as to its legality, safeness, accuracy, or completeness.

  1. Additionally, if you follow a link or otherwise navigate away from Tully or Services, these Terms and Conditions may no longer govern. You shall be responsible to review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate. You access and use Third-Party Content at your own risk and shall waive all possible claims against us related to such access and use.

  1. Privacy

When you use Tully or Services, we collect registration and other information about you which includes, without limitation, device and usage information, purchasing information, browser and operating system information, location information, social network information, download and use information, and any information that you give us. Our collection and use of this information is described in our Privacy Policy which is incorporated into these Terms and Conditions and is available at: https://www.tullyapp.com/privacy.html .

  1. Prohibited Conduct

  1. You may use Tully or Services only for lawful purposes and in accordance with these Terms and Conditions.

  1. In using Tully or Services, you shall not upload or otherwise post, transmit, distribute, or disseminate through Tully or Services any material that: (i) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, inflammatory, abrasive, abusive, inflammatory; (ii) encourages conduct that would be considered a criminal offense or gives rise to civil liability under any Federal, State,  provincial, local, or international laws; (iii) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (iv) violates any one’s intellectual rights, removes or modifies any copyright, trademark, or other intellectual property rights notices that appears on any portion of Tully or on any materials printed or copied from Tully ; (v) contains corrupted data or any information or software that contains a virus, worm, defect, Trojan horse, or another item of a harmful, disruptive, or deleterious nature; (vi) allows for keyword spamming, or otherwise attempt to manipulate the search results.

  1. In using Tully or Services, you shall not (i) advertise products or services competitive with our or our partners’ products and services, as determined by us in our sole discretion; or (ii) in our sole judgment, restrict or inhibit any person or entity from using or enjoying any portion of Tully or Services or content available through us, or which may expose us or our affiliates, directors, officer, agents, or users to harm or liability of any nature; (iii) engage in commercial activity (including, but not limited to, sales, contests, or sweepstakes) without our prior written approval; (iv) solicit, request, or collect personal information for commercial or unlawful purposes; (v) exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (vi) send bulk emails, surveys, or other mass messaging whether commercial in nature or not; (vii) impersonate or attempt to impersonate us or any other person or entity, or record, process, or mine information about other users; (viii) take any action that may create, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure, or may create excessive traffic demands of Tully, or may interfere with the proper working or the security of Tully or Services, or may gain unauthorized access to Tully, Services, user accounts, computer systems, or networks connected to or used by us.

  1. You shall not violate any applicable federal, state, provincial, local or international law or regulation.

  1. You shall not assist, encourage, or enable others to do any of the prohibited conduct listed in this section.

  1. Disclaimers, Limitations, and Indemnities

  1. USE OF THE SERVICES OR ACCESS TO SITE OR USE OF ANY INFORMATION WITHIN THEM IS AT YOUR SOLE RISK. THE SITE, SERVICES, AND ACCESS TO THEM OR INFORMATION WITHIN THEM ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. WE, OUR OFFICERS, DIRECTORS, OWNERS, STAFF, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SITE OR SERVICES. WE DO NOT WARRANT THAT ANY DATA OR INFORMATION SENT BY OR TO YOU OR USED OR ACCESSED BY YOU WILL BE ACCURATE, SAFE, SECURE, COMPLETE, TRANSMITTED IN UNCORRUPTED FORM, OR TRANSMITTED WITHIN A REASONABLE AMOUNT OF TIME. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DELAY OR LOSS OF ANY KIND THAT RESULTS FROM YOUR ACCESS OR USE OF THE SERVICES OR ANY CONTENT WITHIN THE SITE, INCLUDING ANY LOSS OR HARM TO YOUR PERSONAL DEVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. YOU MAY HAVE OTHER RIGHTS SINCE SOME STATES, COUNTRIES, OR OTHER JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES.

  1. WE OR OUR OFFICERS, DIRECTORS, OWNERS, STAFF, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS SHALL NOT BE LIABLE, UNDER ANY LEGAL THEORY BASED UPON ANY LAW OR CUSTOM, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PECUNIARY, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR REVENUES, GOODWILL, PAIN AND SUFFERING, USE, DATA, OR OTHER INTANGIBLE LOSSES EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES, THAT MAY BE IN ANY WAY RELATED TO YOUR ACCESS OR USE OF THE SERVICES OR CONTENT WITHIN THE SITE. THIS LIMITATION MAY NOT APPLY TO YOU SINCE SOME STATES, COUNTRIES, OR OTHER JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.

  1. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, SERVICES, OR ANY THIRD PARTY SITE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF, THE SITE OR SERVICES. TO THE EXTENT THE FOREGOING IS UNENFORCEABLE UNDER APPLICABLE LAW, THE MAXIMUM TOTAL LIABILITY OF US, OUR OFFICERS, DIRECTORS, OWNERS, STAFF, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS, TO YOU FOR ANY CLAIM IN ANY WAY RELATED TO THE SERVICES, OR YOUR ACCESS OF THE SITE OR YOUR USE OF ANY INFORMATION WITHIN THEM WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHTER THEORY OR LAW, WHETHER WE WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM THESE TERMS AND CONDITIONS OR USE OF ANY SERVICES, SHALL NOT EXCEED $100.

  1. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OUT OF ITS ESSENTIAL PURPOSE.

  1. You will defend, indemnify and hold us, our affiliates, directors, officers, agents, owners, employees, and our licensors, suppliers, and distributors harmless from any claim, liability, cost, damage, expense, attorney’s fees, and legal fee caused by, or in any way related to, your use of Tully or Services, your access to and use of any information within them, your violation of these Terms and Conditions, or your violation of any rights of any person or entity.

  1. Claims and Release

  1. YOU AGREE THAT ANY CAUSE OF ACTION, UNDER ANY LAW, THAT IN ANY WAY ARISES OUT OF OR RELATES TO THE SITE, SERVICES, YOUR USE OF OR ACCESS TO THEM, OR YOUR USE OF ANY INFORMATION WITHIN THEM MUST BE BROUGHT AGAINSTUS, OUR OFFICERS, DIRECTORS, OWNERS, STAFF, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS WITHIN ONE YEAR AFTER THE CLAIMED OR ALLEGED WRONG HAD OCCURRED. OTHERWISE, THAT CAUSE OF ACTION IS PERMANENTLY LOST AND BARRED. YOUR DISCOVERY DATE OF SUCH WORNG SHALL NOT GOVERN YOUR TIME PERIOD TO BRING SUCH ACTION.

  1. You shall release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) from all claims, demands, injuries, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, existing now and coming to existence in the future, arising out of or in any way related to your use or access of anything through us or your interactions with us. You further waive all rights and benefits that you may otherwise have by operation of any law or rule of any jurisdiction that may attempt to limit the scope of your release or waiver. To the fullest extent, you waive and relinquish all rights and benefits which you have or may have under Section 1542 of the Civil Code of the State of California or any similar provision of any law or rule of any jurisdiction.

  1. Waiver, Severability of Terms, and Jurisdiction

  1. Our failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. Unless written and signed by us, any waiver of any provision of these Terms and Conditions will be not be effective. If any provision of these Terms is found by any tribunal within any jurisdiction to be invalid, the parties nevertheless agree that the tribunal should attempt to give effect to the parties’ intentions as reflected in such provision, and the other provisions of these Terms and Conditions remain in full force and effect.

  1. These Terms and Conditions shall be deemed to have entered into and governed by and construed in accordance with the laws of the State of California, excluding its conflict of law provisions. You and we agree and accept that any judicial proceedings shall be brought in the State of California. You and we submit to the personal and exclusive jurisdiction of the State of California and that any action shall be brought in the state and federal courts in Los Angeles, California. You and we agree that no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees and any claim must be brought individually and not consolidated as part of a group or class action complaint.

  1. Consent to Electronic Communications

  1. By using or accessing Tully or Service, you approve to receive electronic communications from us. These communications may include notices about your account and information related to Tully and Services. You agree that any notice, agreement, disclosure, or other communication that we send to you electronically will satisfy any legal communication requirement, including that such communications be in writing, of any jurisdiction under any law.

  1. You are solely responsible for all fees charged by your telecommunications and internet service providers or any other service provider related to your use or access of Tully and Services or access of any information within them, including without limitation fees related to any SMS / text messaging, and data.

  1. Rights of Operating Systems

  1. The parties acknowledge and agree that Apple, Google, Microsoft, or any other manufacturer of any operating system through which you power, run, operate, and manage your device that is used to access or use Tully or Services, and each of their subsidiaries, (collectively “Operating Systems”) are third-party beneficiaries of these Terms and Conditions.

  1. Upon your acceptance of these Terms and Conditions, Operating Systems will have the right, and will be deemed to have accepted the right, to enforce these Terms and Conditions against you as a third-party beneficiary of these Terms and Conditions.

  1. Entire Agreement, Admissibility of Terms

  1. These Terms and Conditions are the entire agreement between you and us regarding your use of the Service, your access to Tully, and use of any information within them.

  1. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in any judicial or administrative proceeding based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  1. Contacting Us

For questions, comments, complaints, or claims related to Tully or Services or to these Terms and Conditions, please contact us at:

Tullyapp.com

Care of: Vertical Craft, Inc.

5688 Windhover Drive, Suite 3

Orlando, Florida 32819

support@tullyapp.com