Terms of Service
These Terms of Service (the “Terms”) form a binding agreement between you and Tabular Technologies, Inc., a Delaware corporation (“Tabular”) and govern your access to and use of the service offered by Tabular and described at www.tabular.io (the “Service”).
Access to the Service.
2.1. Personal Accounts. When you sign up for the Service as an individual, you will have access to a personal account (a “Personal Account”). Personal Accounts are subject to the feature and usage limitations described on www.tabular.io.
2.2. Customer Agreement. You may also join an account on the Service belonging to a paying customer of Tabular (a “Customer”), which is subject to either the Master Service Agreement available at www.tabular.io/legal/msa or a separate written agreement between Tabular and such Customer (the “Customer Agreement”). Your access to a Customer’s account on the Service (a “Customer Account”) is subject to the terms of the Customer Agreement, and may be revoked by the Customer at any time, or by Tabular, as provided in the Customer Agreement. As between Tabular and Customer, you agree that it is solely Customer’s responsibility to (i) inform you of any relevant Customer policies and practices and any settings that may impact the processing of Customer data; (ii) obtain any rights, permissions or consents from you that are necessary for the lawful use of Customer data and the operation of the Service; (iii) ensure that the transfer and processing of Customer data under the contract is lawful; and (iv) respond to and resolve any dispute with you relating to or based on Customer data, the Services or Customer’s failure to fulfill its obligations.
2.3. Upgrading your Account. If you choose to become a paid customer of Tabular, then at that point your paid account will be governed by the Master Service Agreement available at www.tabular.io/legal/msa or, if applicable, a separate written agreement between you and Tabular, rather than these Terms.
3.1. You agree that at all times in your use of the Service you will comply with Tabular’s Acceptable Use Policy available at www.tabular.io/legal/acceptable-use.
Suspension of Access. Tabular may suspend your access to the Service if Tabular reasonably determines that: (a) your use of the Service disrupts or creates a security risk to the Service or Tabular systems; or (b) you are using the Service in violation of any applicable law or regulation, these Terms, or, any applicable Customer Agreement. In the event of any suspension pursuant to this section, Tabular will use commercially reasonable efforts to provide you written notice thereof, and to restore access to the Service as promptly as reasonably practicable after the applicable issue is resolved.
Intellectual Property Rights & Restrictions. Tabular shall retain all intellectual property rights in the Service, including any and all derivatives, changes and improvements thereto, and you agree that you obtain no intellectual property rights or licenses by these Terms.
Disclaimer of Representations and Warranties. TABULAR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS.
Limitation of Liability.
7.1. Exclusion of Damages. IN NO EVENT WILL TABULAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. Maximum Aggregate Liability. TABULAR’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED $100.
7.3. Acknowledgement. THE LIABILITIES LIMITED BY THIS SECTION APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, TABULAR’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE BY SUCH LAW.
Changes to the Terms. These Terms are subject to occasional revision. We will notify you of any changes to our Terms by posting the new Terms on the Service and updating the “Last Updated” date below. We will also notify you of material changes by sending an email to the email address you have provided to us. Changes to these Terms will be effective thirty calendar days following notification of such change, but for new users entering into these Terms after the new “Last Updated” date, these changes will be effective immediately. Continued use of the Service following such changes will indicate your acknowledgement of such changes and agreement to be bound by the updated version of these Terms.
9.1. Governing law. These Terms are governed by the laws of the State of California, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the state and federal courts in San Francisco, California, and each party irrevocably submits to the jurisdiction of such courts.
9.2. Assignment. You may not transfer or assign its rights or obligations under these Terms to any third party without the prior written approval of Tabular, but Tabular may freely do so without consent, including without limitation in connection with a merger, acquisition, reorganization or sale of substantially all of its assets or voting securities. Any purported assignment contrary to this section shall be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
9.3. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by email.
9.4. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. These Terms will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
9.5. Severability. If any provision of these Terms is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect.
9.6. Force Majeure. Except for payment obligations under these Terms, neither party hereto shall be liable for any loss, damage, or penalty resulting from such party’s failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, or labor strikes.
Last updated: May 2022