Terms of Service

This Terms of Service (this “Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and GA4 Annotations+ LLC (“Provider,” “we,” or “us”). This Agreement governs your access to and use of the GA4 Annotations+ Platform and services.

THIS AGREEMENT TAKES EFFECT WHEN YOU OPTED IN TO USE THE BY ACCESSING OR USING THE PLATFORM (the “Effective Date”). BY CLICKING ON THE “LOGIN” BUTTON OR BY ACCESSING OR USING THE PLATFORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. Definitions.

2. Access and Use.

3. Customer Responsibilities.

4. Service Levels and Support.

Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to offer support to Customers using the Platform.

5. Confidential Information.

From time to time during the Term, Provider, and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential Information, and other sensitive or proprietary Information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include Information that, at the time of disclosure, is:

The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the preceding, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body or as otherwise necessary to comply with applicable law, provided that the party disclosing according to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure concerning Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years after that; provided, however, for any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Privacy Policy.

Provider complies with its privacy policy available at https://api.ga4annotationsplus.com/privacy-policy (“Privacy Policy”) in providing the Platform. The Privacy Policy is subject to change as described therein. By accessing, using, and providing Information to or through the Platform, you acknowledge that you have reviewed and accepted our Privacy Policy and consent to all actions we took concerning your Information in compliance with the then-current version of our Privacy Policy.

7. Intellectual Property Ownership.

Feedback. As between you and us, (a) we own all rights, titles, and interests, including all intellectual property rights, in and to the Provider IP, and (b) you own all rights, title, and interests, including all intellectual property rights, in and to Customer Data. Suppose you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including, without limitation, new features or functionality relating to that, or any comments, questions, suggestions, or the like (“Feedback”). In that case, we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf and shall cause your employees, contractors, and agents to assign all rights, titles, and interests in. We are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose whatsoever. However, we are not required to use any Feedback.

8. Limited Warranty and Warranty Disclaimer.

9. Indemnification.

10. Limitations of Liability.

IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE PROVIDER UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 11 do not apply to the parties’ obligations under Section 10.

12. Term and Termination.

  1. (a) Term. The term of this Agreement begins on the Effective Date and continues until terminated. Services on the Platform that are specified to automatically renew will renew on a month-to-month basis or annual basis (depending on the plan), unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current services period.
  2. (b) Termination. In addition to any other express termination right set forth in this Agreement:
    1. (i) Provider may terminate this Agreement for any reason upon ten (10) days’ advance notice. You may terminate this Agreement for any reason upon thirty (30) days advance notice.
    2. (ii) Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach;
    3. (iii) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party:
      1. (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
      2. (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
      3. (C) makes or seeks to make a general assignment for the benefit of its creditors;
      4. (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
  3. (c) Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue the use of the Provider IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
  4. (d) Survival. This Section 12(d), Sections 5, 6, 10, 11, 14, 15, and 16, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context, is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

13. Modifications.

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on the Platform and/or our direct email communication. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Platform after the effective date of the modifications will be deemed acceptance of the modified terms.

Export Regulation.

The Platform utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform or the software or technology included in the Platform to, or make the Platform or the software or technology included in the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval) before exporting, re-exporting, releasing, or otherwise making the Platform or the software or technology included in the Platform available outside the US.

15. Governing Law and Jurisdiction.

This Agreement is governed by and construed following the internal laws of the State of Israel without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida, U.S, and the competent courts of Miami, FL shall have sole and exclusive jurisdiction over any conflict or dispute between the parties hereto. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

16. Miscellaneous.

This Agreement constitutes the entire Agreement and understanding between the parties hereto concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, concerning such subject matter. Any notices to us must be sent to us by email to support@ga4annotationsplus.com Notwithstanding the previous, you hereby consent to receive electronic communications from us. These electronic communications may include notices about applicable fees, transactional Information, and other Information concerning or related to the Platform. You agree that any notices, agreements, disclosures, or other communications we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other condition or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent. Any action or conduct in violation of the preceding will be void and without effect. We expressly reserve the right to assign this Agreement and delegate any obligations hereunder.