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Sumble Terms of Service
Last Revised on 18 June 2026

Welcome to the Terms of Service (these "Terms") for the website, sumble.com (the "Website"), operated on behalf of Sumble, Inc. ("Company", "we" or "us"). The Website and any content, tools, features, information and functionality offered on or through our Website are collectively referred to as the "Services".

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, "you" and "your" means you as the user of the Services. If you use the Services on behalf of a company or other entity then "you" includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

These Terms are effective on the earlier of when you click to accept these Terms and your first use of the Services (the "Effective Date"). By accepting these Terms, creating a user account (each, a "User Account"), or using the Services, you agree to be bound by these Terms, which, together with our Data Protection Addendum, any policies that link out from these Terms comprise the "Agreement" between you and Company. If you do not agree to these Terms, do not use our Services. The date on which the Agreement first becomes effective is the Effective Date.

1. ACCEPTANCE OF TERMS OF SERVICE

The Services are offered subject to acceptance without modification of these Terms and all other operating rules, policies and procedures that may be published from time to time in connection with the Services by us.

2. ELIGIBILITY

You may only use the Services if you can form a binding contract with Company, and only in compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations. . Any use or access to the Services by anyone under 18 (or the age of majority in the jurisdiction in which you reside) is strictly prohibited and in violation of this Agreement. The Services are not available to users previously removed from the Services by Company. By registering for a User Account or using the Services, you represent and warrant that (a) you are at least 18 years of age, (b) you will use the Services in accordance with the Agreement and all applicable local, state, national and international laws, rules and regulations, and (c) if registering on behalf of a company, organization or other entity, you are an authorized representative of the entity and have the authority to bind such entity to these Terms.

3. USER ACCOUNTS

3.1 User Account Creation. You may need to create a User Account to access certain Services. Users will be able to create User Accounts using existing credentials with a single sign on provider or using a direct account creation process. You agree to provide accurate, current, and complete account information and to keep it updated. You will ensure that Authorized Users only use the Services through your User Account. You will not allow any Authorized User to share the User Account with any other person.

3.2 User Account Security. You are responsible for maintaining the security of and access to your passwords and files, and are responsible for all uses of the Services with or without its knowledge or consent. You will notify Company immediately of any actual or suspected unauthorized use of the Services. Company reserves the right to suspend, deactivate, or replace the Customer Account if it determines that the User Account may have been used for an unauthorized purpose. To the maximum extent allowed by law, Company is not liable for any losses caused by unauthorized use of Customer Accounts.

3.3 Authorized Users. You may allow your employees, contractors, and agents whom you authorize to use the Services under your User Account on your behalf ("Authorized Users") to use the Services on your behalf, but you remain fully responsible for their access to and use of the Services as if they were your own, including, without limitation, the Authorized Users' compliance with the scope of the license granted to you hereunder, the use and use restrictions, and your confidentiality obligations under these Terms.

4. SERVICES

4.1 Description of Services. Company provides a hosted sales intelligence and go-to-market enablement platform and related services, including tools for research, organizational mapping, contact and company insights, workflow automation, analytics, and related data enrichment and prospecting capabilities made available by Company to you under these Terms.

4.2 License to Services. Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, including the APIs, solely for your internal business purposes, in accordance with the Agreement and all relevant Documentation, and only by Authorized Users for whom you have purchased a valid subscription or seat license. For purposes of these Terms, "Documentation" shall mean user guides, technical specifications, API documentation, manuals, help files, and other written or electronic materials provided by Company that describe the features, functionality, operation, and use of the Services

4.3 Updates to Services. Company may make changes to the Services from time to time, including by adding or removing features, increasing or decreasing capacity limits, offering new services or discontinuing certain services. Except to the extent that you have prepaid for certain Services, we will not be liable for any change to or any suspension or discontinuation of the Services or your access to them.

4.4 Company API. As part of the Services, Company may offer access to certain APIs and related Documentation to enable interoperability with Customer applications and systems. You shall not exceed any API usage limits, quotas, or other restrictions set forth in the applicable ordering documents, Documentation, or otherwise communicated by Company from time to time. You may use the APIs solely in accordance with the terms, conditions, technical specifications, and usage requirements described in the Documentation and any other written or electronic materials provided or made available by Company. Any use beyond such limits may result in account throttling, suspension, or additional fees, at Company's discretion.

4.5 Artificial Intelligence. Certain features of the Services use artificial intelligence ("AI") and machine learning systems, including third-party AI providers. You acknowledge and agree that outputs, recommendations, variations, drafts, edits, insights, summaries or other content generated in response to your use of the Services ("Output") may be inaccurate, incomplete, misleading, biased, non-unique, or unsuitable for your intended use. You are solely responsible for reviewing, validating, and approving Output before use, publication, or reliance. Company is not responsible for decisions made based on Output.

4.6 Input. You are responsible for all data, queries, prompts, instructions, text descriptions, and other content ("Input") that you submit to the Services. By submitting Input to the Services, you represent and warrant that you have all rights, licenses, and permissions that are necessary for Company to process the Input under these Terms. You also represent and warrant that the Input you submit will not violate these Terms, or any laws or regulations applicable to the Input and/or the Output. As between Company and you, and to the extent permitted by applicable law, you retain any right, title, and interest that you have in the Input you submit.

4.7 Beta Offerings. From time to time, we may, in our sole discretion, make available certain services, functionality, test or beta features or products in the Services that are not generally made available to our customers and/or are designated alpha, beta, pilot, preview or similar designation (each, a "Beta Offering"). The purpose of Beta Offerings testing is to evaluate the functionality, performance, and usability of the Beta Offerings, and your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an "as is" basis and "as available basis. You acknowledge that Beta Services are not a final product and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. YOU ACKNOWLEDGE AND AGREE THAT ALL USE OF ANY BETA OFFERING IS AT YOUR SOLE RISK, AND YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA OFFERINGS. Additionally, we are not obligated to provide any maintenance, technical or other support for the Beta Offerings. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.

5. MODEL CONTEXT PROTOCOL (MCP) ACCESS

5.1 Model Context Protocol (MCP) Access. Company makes certain data available through its Model Context Protocol (MCP) server (the "MCP Service"), which enables AI assistants and compatible applications to access Company's sales intelligence, account and organizational data, contact and company insights, go-to-market analytics, workflow outputs, and related data and information (collectively, "MCP Data"). Access to the MCP Service is subject to these Terms, including the additional provisions set forth in this Section 5. By downloading, accessing, implementing, enabling access to, or using the MCP Service or any MCP Data, whether directly or through any other means, including but not limited to, AI assistant, MCP client, or other compatible application, you agree to be bound by all provisions of these Terms, including this Section 5. You are responsible for any use of, and reliance upon, MCP Data by you or any persons or entities to whom you provide access, and for ensuring that such use complies with these Terms.

5.2 Intellectual Property Rights.

5.2.1 MCP Service. As between Company and you, Company owns all right, title and interest, in and to, the MCP Service. Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the MCP Service solely as made available to you by Company, for your internal business purposes and for the permitted uses described in this Section. You may access the MCP Service only through authorized interfaces and in accordance with any applicable documentation, usage limits and technical requirements specified herein or otherwise by Company. All rights not expressly granted herein are reserved by Company. For the avoidance of doubt, use of the MCP Service does not expand any rights you may have to access or use MCP Data made available through other Company interfaces or properties, and you may not use the MCP Service to circumvent any restrictions or access controls applicable to such interfaces or properties.

5.2.2 MCP Data. As between Company and you, Company (and its licensors, as applicable) own(s) all right, title and interest, in and to, the MCP Data. Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use MCP Data solely as expressly permitted in this section. For the avoidance of doubt, use of MCP Data in combination with, or as input to, any AI assistant, MCP client, or other automated tool, and any transformation, summarization or modification of MCP Data, does not expand your rights to use such MCP Data. All rights not expressly granted herein are reserved by Company.

5.3 Authentication. You are solely responsible for safeguarding access to your connection to the MCP Service (including your account) and for all actions or tasks performed through the MCP Service, including by an AI assistant, MCP client, or other automated tool acting on your behalf, as if you had taken those actions directly through the Services. You are responsible for maintaining the security and confidentiality of any credentials, API keys, tokens or access mechanisms used to access the MCP Service, and for all activities conducted using them. You must promptly notify Company of any unauthorized access to or use of the MCP Service or any compromise of your credentials. We are not liable for any losses by any party caused by an unauthorized use of the Services in relation to the MCP Service through a connection you formed or your account, or any command submitted through the MCP Service. Company is not responsible for the conduct or output of any AI assistant, MCP client, or other automated tool you use to access the MCP Service, including any outputs generated using MCP Data. Submissions, messages, content, and other actions initiated through the MCP Service (including those initiated by any AI assistant, MCP client or other automated tool acting on your behalf) are subject to all applicable provisions of these Terms as if initiated directly through the Services.

5.4 Prohibited MCP Uses. In addition to the usage restrictions set forth elsewhere in these Terms, you may not use the MCP Service or MCP Data: (a) to build, train, improve, or contribute to any product, service, platform, or database that competes with Company or that aggregates, analyzes, benchmarks, predicts, indexes, or displays patent prosecution, intellectual property or legal analytics data as a core feature; (b) in or as part of any product or service that does not add substantial independent value or functionality beyond the display of MCP Data; (c) to support any publicly distributed or third-party-facing product or service, except to display MCP Data in connection with a use otherwise expressly permitted under these Terms or expressly authorized by Company in writing; (d) as training data, fine-tuning data, reinforcement learning data, evaluation data, or in any other manner to develop or improve any machine learning model, large language model, or artificial intelligence system; (e) to circumvent, disable, or interfere with any rate limits, access controls, authentication mechanisms, human confirmation requirements, or usage monitoring associated with the MCP Service; (f) to scrape, bulk-download, or systematically extract MCP Data beyond what is necessary to fulfill a specific end-user request; or (g) in violation of applicable laws or regulations, or in any manner that would cause Company to violate applicable laws or regulations.

5.5 Rate Limits and Fair Use. You agree to comply with any rate limits, call volume restrictions, and usage policies Company publishes from time to time in connection with the MCP Service. Company may monitor and analyze your use of the MCP Service to ensure compliance with these Terms and any applicable usage policies. Company reserves the right, in its sole discretion, to throttle, suspend, or terminate your access to the MCP Service if your usage exceeds reasonable limits, adversely affects the performance of Company's systems, or is inconsistent with the permitted uses described in this section.

5.6 No Warranty; MCP Data Accuracy. MCP Data is provided "as is" and without warranty of any kind. Company makes no representations or warranties regarding the completeness, accuracy, timeliness, or fitness for a particular purpose of MCP Data delivered through the MCP Service. MCP Data may be transformed, summarized or otherwise modified when used with AI assistants, MCP clients or other automated tools, and such outputs may be incomplete or inaccurate. You are solely responsible for reviewing and evaluating any outputs derived from MCP Data before relying on them. All disclaimers set forth in the Disclaimer of Warranties section of these Terms apply equally to MCP Data

5.7 Termination of MCP Access. Company may modify, suspend or discontinue the MCP Service (in whole or in part), including any features, functionality or MCP Data made available through it, at any time, with or without notice, and without any obligations to ensure continue compatibility with earlier versions of the MCP Service. Company may suspend or terminate your access to the MCP Service at any time, with or without notice, for any reason, including for violation of these Terms or for any activity that Company, in its sole discretion, determines to be harmful to Company, its users, or the integrity of its data. Termination of MCP access does not relieve you of any obligations incurred prior to termination or of any obligations under these Terms that by their nature continue to apply with respect to MCP Data received before termination.

6. DATA PRIVACY

6.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://sumble.com/privacy.

6.2 Personal Data. To the extent Company processes any personal data contained in any Input or Customer Confidential Information, Company will do so in accordance with the Data Processing Addendum.

6.3 Usage Data. Company may collect data while providing the Services to you, such as account information and settings, billing history, usage details, operational status, authentication details, quality and performance metrics, and other technical details necessary for Company to operate and maintain the Services ("Usage Data"). You acknowledge that Company uses the Usage Data for business purposes related to the ongoing operation, development and improvement of the Services. Company will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify you, your Authorized Users or any other person, and (b) aggregated with data across other customers.

7. USE AND USE RESTRICTIONS

You will only use the Services for your legitimate internal business purposes and in accordance with these Terms. Your use of the Services will at all times comply with all applicable laws. You will not, and will not permit any third party to:

  • (a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
  • (b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
  • (c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
  • (d) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
  • (e) exploit the Services for any commercial purpose, except as otherwise permitted under these Terms;
  • (f) access or use the Services, the APIs or MCP Service in excess of applicable usage limits, licensed scope or authorized access methods;
  • (g) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
  • (h) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, or the computer systems or networks connected to the Services;
  • (h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
  • (i) use any robot, spider, crawlers, scraper, or other automated means to access the Services for any purpose without Company's express prior written permission; provided, however, that you may use authorized APIs, integrations, automated workflows, agents, the MCP Service, and other programmatic access methods expressly permitted under these Terms and the applicable Documentation; t;
  • (j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
  • (k) submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable;
  • (l) use the Services, whether accessed via the Website, API, MCP Services or any other means, as training data, fine-tuning data, or evaluation data or in any other manner to develop or improve any machine learning model, large language model or AI system.
  • (m) violate any applicable law or regulation in connection with your access to or use of the Services; or
  • (n) access or use the Services in any way not expressly permitted by these Terms.

8. PAYMENT TERMS

8.1 Fees. You will pay the fees applicable to to the Services purchased or activated by Customer, as set forth in the applicable ordering document or purchase order (each, an "Order Form") (collectively, the "Fees"). For the avoidance of doubt, Fees shall include prepaid credits, subscription fees, usage-based charges, and any fees for overages, if applicable. and any fees for overages, if applicable. The Services may be purchased under one or more of the following purchase models:

  • (a) Subscription. For Services purchased on a subscription basis, You will pay the applicable subscription fee for the subscription period set forth in the applicable Order Form (the "Subscription Fee"). Subscription fees are non-refundable except as expressly set forth in this Agreement.
  • (b) Usage-Based. You may purchase prepaid usage credits or tokens ("Usage Credits") that are consumed based on usage rates specified in the Order Form. Your usage will reduce the available credit balance, and you may purchase additional credits at any time. If you exhaust available Usage Credits, access to the applicable Services will be suspended until additional Usage Credits are purchased. Usage Credits are non-transferable, non-refundable, and may expire as stated at the time of purchase.
  • (c) Hybrid. Certain Services may be purchased under a combination of subscription and usage-based pricing, whereby you pay a base subscription fee plus additional usage-based charges for Usage Credits.

8.2 Invoicing and Payment. Unless otherwise stated in the applicable Order Form, Subscription Fees are due in advance at the start of each billing cycle, as such billing cycle is specified in the Order Form; and (b) fees for Usage Credits are due upon purchase and are non-refundable once applied to your User Account.

8.3 Taxes. Unless required by applicable law, Fees are exclusive of taxes. You are solely responsible for all applicable taxes, including but not limited to sales and use taxes, value added tax, excise tax, consumption tax, customs duties or similar charges or fees, which Company will charge as required by applicable law.

8.4 Payment Terms. Customer must pay all Fees specified on the Order Form(s). Fees are payable in U.S. dollars.

8.5 Delinquent Payments; Suspension. Late payments (which do not include amounts subject to a good faith payment dispute submitted before the date on which a payment is due), may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the date on which such payment is due until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Company in collecting such delinquent amounts. Further, in the event of any late payment for the Services, Company may suspend provision of, and your access to, the Services until payment is received.

9. INTELLECTUAL PROPERTY; LICENSES

9.1 The Services. The Services, and all materials therein, including, without limitation, all software, their "look and feel" (e.g., text, graphics, images, logos, illustrations), other proprietary content and information, and all rights related thereto, are the exclusive property of Company and its licensors and are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights not expressly granted herein in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.

9.2 Company's Trademarks. Company's name, the Company's logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

9.3 Feedback. We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

10. CONFIDENTIALITY

10.1 General. From time to time, either party to these Terms (the "Disclosing Party") may disclose or make available to the other (the "Receiving Party") non-public, proprietary, or confidential information of the Disclosing Party ("Confidential Information"). Confidential Information includes any information, including information from other Users shared via the Services, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this confidentiality section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party's possession prior to the Disclosing Party's disclosure thereof; or (iv) was or is independently developed by the Receiving Party without using any of the Disclosing Party's Confidential Information.

10.2 Protection and Use of Confidential Information. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its and its Affiliates' employees, agents, subcontractors, or professional advisors ("Representatives") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Representatives use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.

10.3 Required Disclosure. In the event that recipient or any of its Representatives is required to disclose Confidential Information to the extent necessary to comply with the requirements of law, legal process (including deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or valid order of a court of competent jurisdiction, the recipient shall (a) notify the disclosing party prior to making such disclosure in order to permit disclosing party to seek confidential treatment of such Confidential Information, and (b) in any event disclose only that portion of disclosing party's Confidential Information that is legally required to be disclosed.

10.4 Injunctive Relief. Each of the parties to these Terms acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.

11. THIRD PARTY MATERIALS

Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

12. COPYRIGHT INFRINGEMENT

If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the "DMCA"), by providing the following information in writing:

  • (a) identification of the copyrighted work that is claimed to be infringed;
  • (b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
  • (c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
  • (d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
  • (e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
  • (f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by e-mail to support@sumble.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

13. DISCLAIMER OF WARRANTIES

Your access to and use of the Services, including any APIs and the MCP Service, are at your own risk. You understand and agree that the Services and all information provided therein are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the "Company Entities") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services including, for the avoidance of doubt, with respect to the information provided as part of the Services or the Website; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.

THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.

YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. INDEMNIFICATION

You agree to defend, indemnify and hold us and our affiliates, agents, suppliers or licensors (and our and their employees, contractors, agents, officers and directors) (collectively, the "Company Entities") harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party, including without limitation any right of privacy or intellectual property rights; (c) your access to or use of the Services; or (d) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

16. TERM AND TERMINATION

16.1 Agreement Term. The term of the Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section.

16.2 Termination for Breach. To the extent permitted by applicable law, either party may terminate the Agreement immediately on written notice if (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

16.3 Termination Due to Applicable Law; Violation of Laws. Company may terminate the Agreement immediately upon written notice if Company reasonably believes that (a) continued provision of any Services used by you would violate applicable law(s), or (b) you have violated or caused Company to violate any anti-bribery or export-control laws.

16.4 Effect of Termination. If the Agreement terminates, then (a) all rights and access to the Services will terminate unless otherwise described in these Terms, and (b) all fees owed by you to Company under this Agreement, as applicable, are immediately due upon your receipt of the final invoice. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company's other rights or remedies at law or in equity.

17. GOVERNING LAW; DISPUTES

17.1 Governing Law. All claims arising out of or relating to these Terms or the Services (including any Dispute regarding the interpretation or performance of the Terms) are governed by the laws of the State of California, without regard to conflict of laws rules.

17.2 Informal Dispute Resolution; Arbitration. In the event of any dispute, controversy or claim (each, a "Dispute") between you and the Company Entities, the parties will first contact the other party and make a good faith sustained effort to resolve the Dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party. If such dispute, controversy, or claim cannot be resolved informally within a period of sixty (60) days from the date on which we received your email, the parties agree that it shall be settled by binding arbitration.

17.2 Arbitration Rules . The parties expressly agree that the arbitration will be administered by JAMS and resolved before a single arbitrator. If JAMS is not available to arbitrate, the parties will select an alternative arbitration provider. Unless otherwise agreed in writing between the parties, JAMS will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, in each case applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class or representative actions. The applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at (800) 352-5267. To the extent permissible under applicable law and JAMS rules, you and Company shall each bear our own costs and expenses and an equal share of the arbitrators' and administrative fees in arbitration. Unless otherwise prohibited by law, any arbitration will be confidential and closed to any parties other than you and Company (and each of our authorized representatives and agents). All arbitration records will be permanently sealed, except as necessary to obtain court relief in connection with any such proceeding.

17.3 Initiating Arbitration. A party who desires to initiate arbitration must deliver to JAMS and the other party a demand for arbitration which satisfies the following requirements: (1) the name, telephone number, mailing address, and email address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and a good-faith calculation of the amount in controversy (requests for injunctive relief or attorneys' fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); (4) the party's original signature; and (5) the party's portion of the applicable filing fee. If the party seeking arbitration is represented by counsel, the demand for arbitration must also include counsel's name, firm, telephone number, mailing address, email address, and original signature. If Customer is initiating arbitration, hard-copy service of the demand to Company shall be made in accordance with JAMS's rules and procedures to the following address: 2021 Fillmore St PMB2345, San Francisco, CA 94115 and a copy of the same shall also be emailed to support@sumble.com. If Company is initiating arbitration, it will serve a copy of the demand to the email address associated with the User Account.

17.4 Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

  • (a) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
  • (b) disputes or claims where the sole form of relief sought is declaratory judgment, injunctive or other equitable relief (including public injunctive relief); and
  • (c) intellectual property disputes.

17.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

17.6 Arbitrator's Decision. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum's rules, and the Agreement. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

17.7 Jurisdiction and Venue. The Parties agree to submit to the personal jurisdiction of any federal or state court in San Francisco, California, for all matters not submitted to arbitration, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available. The arbitration shall be conducted in San Francisco, California, or, if the parties agree, remotely by video or telephone conference.

18. ADDITIONAL PROVISIONS

18.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the "Last Revised" date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.

18.2 Injunctive Relief. You agree that a violation of our intellectual property rights will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

18.3 California Residents. If you are a California resident, in accordance with Cal. Civ. Code ยง 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

18.5 Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

18.6 Notices. Under the Agreement, we will send notices to you to the email address associated with your User Account, if any, and notices to Company must be sent to support@sumble.com. Notices will be treated as received when the email is sent. You are responsible for keeping your email address current throughout the Term.

18.7 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

18.8 No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.

18.9 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

18.10 No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party unless it expressly states that it does.

18.11 Entire Agreement. The Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into the Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in the Agreement.

18.12 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

19. How to Contact Us.

You may contact us regarding the Services or these Terms by e-mail at support@sumble.com.