1.1 This Agreement governs the use and installation of App It Up Applications (as defined below) on App It Up.
1.2 By visiting the App It Up website, you agree that your visiting and use of the App It Up website is governed by the legally binding terms and conditions below. If you are entering into this Agreement on behalf of your employer or other entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept this Agreement on behalf of your employer or entity.
1.3 Subject to the terms of this Agreement, TechSoup permits you to download and use App It Up Applications on App It Up. TechSoup reserves the right, in its sole discretion and for any reason at any time, to revoke this permission.
2.1 "App It Up" means TechSoup Global's online directory of downloadable software applications. App It Up allows users to download, review, and install those applications
2.2 "App It Up Application" means an application listed on App It Up.
2.3 "TechSoup" means TechSoup Global, nonprofit public benefit corporation having its principle place of business at 435 Brannan Street, Suite 100, San Francisco, California 94107.
3. Access to Your Data by App It Up Applications
3.1 App It Up Application providers and their agents and partners may collect and use data pertaining to your configuration and use of the application.
3.2 TechSoup is not responsible for any transmission, collection, disclosure, modification, use or deletion of your data, by or through App It Up Applications or their providers.
4.1 TechSoup may, ourselves or through our agents, investigate any violation of this Agreement and take appropriate remedial action. TechSoup may enforce the terms of this Agreement by any legal means, including, but not limited to: warning you of violations; disabling or suspending privileges and/or access; deleting, screening or editing any content; or prohibiting any behavior that does not comply with this Agreement, or which is otherwise inappropriate, harmful, objectionable or inaccurate.
4.2 TechSoup may release information concerning your use of the App It Up (including registration information, and network records and published content) when we believe release is appropriate to comply with the law (e.g., pursuant to a subpoena, warrant or court order); to enforce or apply this Agreement; to protect our rights or property; to protect against fraudulent, abusive or unlawful use of the App It Up; or if we reasonably believe that a situation involving imminent danger of death or serious bodily injury to any person requires disclosure. Deliberate attempts by you or someone on your behalf to evade or circumvent the suspension or termination of your rights to use the App It Up violate this Agreement, constitute an unlawful trespass to our equipment and systems, and may result in legal action.
5. Disclaimer of Warranties
5.1 The applications and content on App It Up are submitted by parties other than us. That third-party content is the sole responsibility of the originator of that content. We are not responsible for any third-party content, whether or not we reviewed or moderated such content. You agree that you bear all risks associated with using or relying on applications and content on the App It Up. We do not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any applications or content on the App It Up, regardless of who originated that content (including our employees, partners, affiliates or moderators).
6. Limitation of Liability
6.1 Nothing in these terms shall exclude or limit TechSoup's liability for losses to the extent such liability may not be lawfully excluded or limited. Some jurisdictions do not allow the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations and exclusions which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
6.2 You expressly agree that TechSoup, its affiliates, governing board, officers, agents, employers, partners or suppliers shall not be liable to you for any indirect, incidental, special, consequential, or exemplary damages in connection with the website, site content, any service provided in connection with the site, or these terms, however caused and under any theory of liability. This shall include, but not be limited to, any loss or profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
7.1 You agree to indemnify, defend and hold harmless TechSoup, its affiliates, governing board, officers, agents, employees, partners, and suppliers from any liability, loss, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) related to your use of App It Up; your violation of this Agreement; or violation of applicable laws or any rights of third parties, including, but not limited to any patent, copyright, trademark, trade secret rights or other intellectual property rights of third parties. TechSoup will provide prompt written notice of the claim to you and will permit you to control the defense of any such claim.
8. General Legal Terms
8.1 This Agreement constitutes the whole legal agreement between you and TechSoup governing your use of App It Up, and completely replaces any prior agreements between you and TechSoup in relation to App It Up.
8.2 This Agreement and the resolution of any controversy or claim arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. TechSoup's failure to insist upon strict enforcement of any provision of these Terms shall not be construed as a waiver of any provision or right. All waivers will be effective only if in writing.
8.3 All claims will be settled by binding arbitration in accordance with the Comprehensive Arbitration Rules of JAMS, The Resolution Experts. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. You consent to the arbitration being conducted in the English language and in the county of San Francisco, California. Each party will bear its own costs incurred in such arbitration proceeding. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
8.4 If any court of law having jurisdiction to decide on this matter rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement and the remaining provisions of this Agreement will continue to be valid and enforceable.
8.5 The rights granted under this Agreement may not be assigned or transferred by either party without the prior written approval of the other party. Neither party shall be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of the other party.