Last Updated: January 15, 2025
Wellness App Notice: This app is intended for general wellness purposes only and is not intended to diagnose, treat, cure, or prevent any disease. Always consult with healthcare professionals before making health-related decisions.
Welcome to Amicado! These Terms of Use ("Terms") constitute a legally binding agreement between you and Amicado, Inc. ("Amicado," "Company," "we," "us," or "our"), a Delaware corporation, governing your use of our mobile application, website, and all related services (collectively, the "Services"). Amicado is an activity tracking and challenges platform that helps users build healthy habits, track their activities, participate in challenges, and receive AI-powered insights to optimize their wellness journey. By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. This agreement contains important information regarding your legal rights, including a mandatory arbitration provision and a class action waiver, which require you to arbitrate certain disputes and claims with Amicado on an individual basis and not as part of any class or representative action. If you do not agree to these Terms, you may not access or use the Services.
These Terms constitute a legally binding contract between you and Amicado. By clicking "I Accept," downloading our app, creating an account, or otherwise accessing or using the Services, you affirmatively accept these Terms. If you do not agree to these Terms, you must immediately discontinue all use of the Services. These Terms apply to all visitors, users, and others who access or use the Services ("Users").
If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms. In that case, the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.
For questions about these Terms or the Services, please contact us at:
To use the Services, you must meet all of the following eligibility requirements:
Age Requirement: You must be at least 18 years of age to use the Services. The Services are not intended for children under 18. By using the Services, you represent and warrant that you are 18 years of age or older. We do not knowingly collect or solicit personal information from anyone under the age of 18. If we learn that we have collected personal information from a child under age 18, we will delete that information as quickly as possible. If you believe that a child under 18 may have provided us personal information, please contact us immediately at help@amicado.app.
Legal Competency: You must be legally competent to enter into a binding contract. You may not use the Services if you are not legally competent to form a binding contract with Amicado, including if you are subject to any legal guardianship or conservatorship that would prevent such capacity.
Compliance with Laws: You must use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations. You are solely responsible for ensuring that your use of the Services complies with all applicable laws and regulations in your jurisdiction.
No Prior Suspensions: You must not have been previously suspended, terminated, or banned from using the Services. If your account has been terminated for violations of these Terms, you are prohibited from creating a new account or accessing the Services through any means.
Personal Use Only: The Services are for your personal, non-commercial use only. You may not use the Services on behalf of any third party or for any commercial purpose without our express written consent. Commercial use includes, but is not limited to, reselling Services access, using the Services for business fitness programs without proper licensing, or integrating the Services into commercial wellness offerings.
We are constantly working to improve our Services and develop new features to provide you with the best possible experience. As a result, we may need to update these Terms from time to time to accurately reflect our Services and practices. We reserve the right to change or modify these Terms at any time and in our sole discretion.
When we make changes to these Terms, we will update the "Last Updated" date at the top of this page and post the updated Terms on the Services. If we make material changes to these Terms, we will provide you with notice of such changes through the Services interface, by sending an email to the email address associated with your account, or by push notification through the app. We will also provide you with at least thirty (30) days' notice before the updated Terms become effective, unless the changes are required by law, in which case they will be effective immediately upon posting.
Your continued use of the Services after the effective date of any updated Terms constitutes your acceptance of the modified Terms. We encourage you to review these Terms periodically to stay informed about our practices. If you do not agree to the modified Terms, you must stop using the Services and delete your account. Your sole remedy if you do not agree with any changes to these Terms is to discontinue your use of the Services.
For your convenience, we maintain a version history of these Terms, which you can access by contacting our support team at help@amicado.app. This allows you to review what has changed between versions and understand how the Terms have evolved over time.
Your privacy is critically important to us. Our Privacy Policy explains how we collect, use, share, and protect your personal information when you use our Services. The Privacy Policy is incorporated into and made part of these Terms by reference. By using the Services, you agree to the collection, use, and sharing of your information as described in our Privacy Policy, which is available at www.amicado.com/privacy.
Children's Privacy: The Services are not directed to children under 18 years of age. We do not knowingly collect personal information from children under 18. If you are under 18, you may not use the Services or provide any personal information to us.
If you are a parent or guardian and believe that your child under 18 has provided us with personal information, please contact us immediately at help@amicado.app. Upon verification, we will promptly delete such information from our servers. We encourage parents and guardians to monitor their children's online activities and to help enforce our Terms by instructing their children never to provide personal information through the Services.
HealthKit and Health Data - Privacy Protection: Amicado integrates with Apple HealthKit and Google Fit to provide you with comprehensive activity tracking. With your permission, the app may read certain health data to power features you choose. HealthKit and Google Fit-sourced data is processed on your device and is not sent to Amicado's servers. We do not use HealthKit/Google Fit data for advertising, sell it, or share it with third parties. Other non-health app events (e.g., crash reports, usage analytics) may be collected for service improvement, but these do not include HealthKit/Google Fit data. We commit to absolute restrictions regarding HealthKit data:
WELLNESS APP - NOT MEDICAL ADVICE
The Services are intended for general wellness and motivational purposes only. As a wellness app, Amicado provides activity tracking, challenges, and on-device insights to help you stay motivated and track your progress. Nothing contained in the Services should be construed as medical advice. The Services are not FDA-cleared or intended for medical diagnosis or treatment. Any insights are informational only. The Services are not intended to diagnose, treat, cure, or prevent any disease. The information provided through the Services is not a substitute for professional medical advice, diagnosis, or treatment.
No Professional Relationship: Your use of the Services does not create a doctor-patient relationship or any other professional healthcare relationship between you and Amicado. We are not a licensed medical provider, and nothing contained in the Services should be construed as medical advice. Our Services provide wellness tracking and motivational tools only.
Consult Healthcare Professionals: You should always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding your health, fitness routine, diet, or any medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read, seen, or experienced through the Services. If you think you may have a medical emergency, call your doctor, go to the emergency department, or call emergency services immediately.
As with any wellness app, you should consult with your healthcare provider before beginning any new exercise program or making significant lifestyle changes, especially if you have any medical conditions or are taking medications.
Listen to Your Body: Always pay attention to how you feel during activities and stop immediately if you experience any concerning symptoms such as chest pain, severe shortness of breath, dizziness, or extreme fatigue.
Special Populations: If you are pregnant, nursing, have chronic medical conditions, or are taking medications, please consult with your healthcare provider before using our wellness tracking features.
Participation in physical activities and wellness challenges through our app is voluntary and at your own risk. Always exercise within your comfort zone and stop any activity if you feel uncomfortable or experience any concerning symptoms.
Mood Tracking: Our mood tracking features are designed for general wellness awareness only and are not a substitute for professional mental health treatment. If you're experiencing mental health concerns, please consult with a qualified mental health professional.
Crisis Resources: If you are experiencing a mental health crisis, please contact 988 (National Suicide Prevention Lifeline) or 911 for immediate help. Amicado is a wellness app and is not equipped to provide crisis support.
Accuracy of Information: While we strive to provide accurate and up-to-date information, we make no representations or warranties about the accuracy, reliability, completeness, or timeliness of any information provided through the Services. Scientific understanding of health, fitness, and wellness evolves continuously, and information that was accurate when posted may become outdated. Always verify information with qualified professionals before making health-related decisions.
Individual Results May Vary: The Services may feature success stories, testimonials, or before-and-after examples from other users. These examples are not typical and do not guarantee that you will achieve similar results. Individual results depend on numerous factors including genetics, starting fitness level, adherence to programs, diet, lifestyle factors, and more. We make no guarantee that you will achieve any particular results from using the Services.
Third-Party Content and User-Generated Content: The Services may contain content from third parties or other users, including but not limited to activity suggestions, challenge descriptions, motivational content, and social features. We do not endorse, guarantee, or assume responsibility for the accuracy or safety of any third-party or user-generated content. You should independently verify any information and assess the safety of any activities before engaging in them.
BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT:
To access certain features of the Services, you must create an account. You can register for an account by providing your name, email address, and creating a password, or by using third-party authentication services such as Sign in with Apple, Google Sign-In, or Facebook Login. If you choose to register using a third-party service, you grant us permission to access and use certain information from that third-party service as permitted by your privacy settings on that service.
When creating an account, you agree to:
Account Responsibility: You are responsible for all activities that occur under your account, whether or not you authorized such activities. You may not share your account credentials with any third party, allow any third party to access your account, or use another person's account. We are not liable for any loss or damage arising from your failure to maintain the confidentiality of your account credentials.
Profile Information: As part of your account, you may create a user profile that includes information such as your display name, profile picture, bio, fitness goals, and activity preferences. Some of this information may be visible to other users if you participate in social features or public challenges. You are responsible for the information you choose to include in your profile and should not include any information you do not want to be publicly available.
In using the Services, you agree not to:
The Services, including all content, features, and functionality (including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement), are owned by Amicado, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:
You must not:
Trademarks: The Amicado name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Amicado or our affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use. This license does not include any right to:
All rights not expressly granted to you in these Terms are reserved and retained by Amicado or our licensors, suppliers, publishers, rights holders, or other content providers.
Our Services allow you to upload, submit, store, send, share, or display content, including but not limited to activity data, photos, videos, comments, challenge descriptions, and other materials ("User Content"). You retain all rights in, and are solely responsible for, the User Content you post to the Services.
By posting User Content to the Services, you grant Amicado a worldwide, non-exclusive, royalty-free license to host, reproduce, modify, and display your User Content solely to operate, provide, and improve the Services and as you direct via sharing features. This license ends when you delete the content or your account, except that (i) copies may persist for a limited time in backups; (ii) content already shared with others may remain visible to them; and (iii) we may retain content as required by law.
For example, if you participated in a group challenge, your participation history may remain visible to other participants even after you delete your account. However, if you delete specific User Content, we will use reasonable efforts to remove it from the Services, although you acknowledge that caching or references to the User Content may not be immediately removed.
By posting User Content that is accessible to other users (such as public challenge results, activity feeds, or social features), you grant other users a non-exclusive license to access, use, and share your User Content as enabled by the functionality of the Services. For example, if you post about completing a challenge, other users may share your achievement within the app's social features.
To the extent permitted by applicable law, you waive any moral rights of authorship, publication, reputation, or attribution with respect to Amicado's and other users' use of your User Content in connection with the Services. This waiver applies in favor of Amicado and our users, licensees, successors, and assigns, and will survive termination of these Terms and your use of the Services.
You represent and warrant that:
We welcome your feedback, suggestions, and ideas about the Services ("Feedback"). By submitting Feedback, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, worldwide license to use, modify, and incorporate your Feedback into the Services without any obligation to compensate you.
User-Generated Content: The Services may contain User Content from other users. Amicado does not control, endorse, or assume responsibility for any User Content. We do not pre-screen User Content, although we reserve the right to do so. You acknowledge that by using the Services, you may be exposed to User Content that you may find offensive, indecent, incorrect, or objectionable. Amicado expressly disclaims any liability relating to User Content.
You are solely responsible for your User Content and the consequences of posting or publishing it. We have no obligation to monitor User Content, but we may do so and may remove or modify any User Content at any time for any reason, including if we believe it violates these Terms, our policies, or applicable law.
Interactions with Other Users: You are solely responsible for your interactions with other users. We reserve the right but have no obligation to monitor disputes between users. We have no liability for your interactions with other users or for any user's action or inaction. You should use caution and good judgment when interacting with other users, including when sharing personal information or meeting in person for group activities or challenges.
Release from Liability: To the maximum extent permitted by law, you release Amicado from claims, demands, and damages of every kind arising out of or in any way connected with disputes you have with other users or third parties in connection with the Services. You acknowledge and agree that Amicado will not be liable for the actions or inactions of any third party, including other users.
California Residents: If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Reporting Violations: If you become aware of User Content that violates these Terms, please report it to us at report@amicado.app. We will review reported content and take appropriate action, which may include removing the content, suspending or terminating the responsible user's account, and reporting the matter to law enforcement if necessary.
Third-Party Links and Content: The Services may contain links to third-party websites, services, content, or resources ("Third-Party Services"). We provide these links only as a convenience and are not responsible for the content, products, or services available from Third-Party Services. Your use of Third-Party Services is at your own risk and subject to the terms and conditions and privacy policies of such Third-Party Services.
The inclusion of any link does not imply endorsement by Amicado of the Third-Party Service or any association with its operators. We have no control over and assume no responsibility for the content, privacy policies, or practices of any Third-Party Services. You acknowledge and agree that Amicado will not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any Third-Party Services.
The Services may integrate with various Third-Party Services, including:
When you connect Third-Party Services to your Amicado account, you authorize us to access and use certain information from those services as described in our Privacy Policy. You should review the terms and privacy policies of any Third-Party Services before connecting them to your account.
App Store Terms: Your use of the app is also subject to the applicable app store terms. Nothing in these Terms modifies your relationship with Apple or Google. As between you and Amicado, these Terms govern.
We are constantly innovating and improving the Services to provide the best possible experience for our users. As a result, we reserve the right to modify, suspend, or discontinue the Services (or any part or feature thereof) at any time, with or without notice, and without liability to you or any third party.
We may:
We may add, modify, or remove content from the Services at any time, including but not limited to:
Notice of Changes: While we will try to provide advance notice of significant changes to the Services, we are not obligated to do so. We recommend checking the Services regularly for updates. Your continued use of the Services following any changes constitutes acceptance of those changes.
No Liability for Changes: We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services or any feature thereof. If you are dissatisfied with any changes to the Services, your sole remedy is to stop using the Services.
We offer certain basic features of the Services at no charge, including basic activity tracking, limited challenge participation, and standard insights. These free features may be supported by advertising or have functional limitations compared to premium features.
We offer premium subscription plans ("Premium") that provide access to additional features, including:
Automatic Renewal Disclosures: Premium subscriptions automatically renew unless you cancel before the renewal date. Before you purchase, we disclose pricing, renewal term, and how to cancel. After purchase, we send an email confirmation with these details. You can cancel at any time in your device's App Store / Google Play subscription settings (or in the app where available). Cancellations take effect at the end of the current term. By subscribing, you authorize us to charge your payment method automatically at the beginning of each subscription period. Consent is not a condition of purchase.
Price Changes: We reserve the right to change subscription prices. We will provide you with at least 30 days' advance notice of any price increase. Your continued use of Premium after the price change becomes effective constitutes your agreement to pay the modified price. If you do not agree to the price change, you may cancel your subscription before the change takes effect.
Refunds: Generally, all purchases are final and non-refundable. However, we may provide refunds on a case-by-case basis at our sole discretion. If you purchase through an app store, refunds are governed by the app store's refund policy.
Free Trials and Promotions: We may offer free trials or promotional pricing for Premium. At the end of the free trial or promotional period, we will automatically charge the standard subscription rate unless you cancel. The specific terms of any free trial or promotion will be disclosed at the time of sign-up.
Billing Disputes: If you believe we have charged you in error, you must notify us within 60 days of the charge. Contact our support team at help@amicado.app with details of the disputed charge. We will investigate and respond to your dispute within a reasonable time.
Suspension for Non-Payment: We may suspend or terminate your access to Premium features if your payment method fails or if you dispute charges without justification. Upon payment of all outstanding fees, we will restore your access to Premium features.
Account Deletion: You may delete your account at any time through the account settings in the app or by contacting help@amicado.app. When you delete your account:
Effect on Subscriptions: Deleting your account does not automatically cancel your Premium subscription. You must separately cancel your subscription through the app store or payment provider to avoid future charges. We do not provide refunds for unused subscription periods.
Reactivation: Once you delete your account, you cannot reactivate it. If you wish to use the Services again, you must create a new account. Your previous data, achievements, and challenge history will not be restored.
Data Export: Before deleting your account, you may request an export of your data by contacting help@amicado.app. We will provide your data in a commonly used format within 30 days of your request, subject to verification of your identity.
Survival of Terms: The following sections of these Terms survive account deletion: intellectual property provisions, limitation of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive termination.
App-Specific Terms: In addition to these Terms, your use of the Amicado mobile application is subject to:
If you access the Services through an iOS device, you acknowledge and agree that:
If you access the Services through an Android device via Google Play, you acknowledge that your use is also subject to Google Play's Terms of Service. In case of conflict between Google Play's terms and these Terms regarding your relationship with Amicado, these Terms will prevail.
The app may request various permissions on your device, including:
You can manage these permissions through your device settings. Some features may not function properly if certain permissions are denied.
Updates: We may provide updates to the app to add features, fix bugs, or improve performance. Some updates may be required for continued use of the Services. You consent to automatic updates unless you disable this feature in your device settings.
Compatibility: We do not guarantee that the app will be compatible with all devices or operating system versions. We recommend keeping your device's operating system updated to ensure the best experience.
Mobile Services: We provide mobile access to the Services through our iOS and Android applications, optimized mobile websites, and responsive design features. The Services are designed to work seamlessly across devices, syncing your data and progress in real-time.
Your use of the Services through mobile devices may consume data from your mobile service plan. You are responsible for any data charges from your mobile carrier. We recommend using Wi-Fi when available, especially when:
With your consent, we may send you SMS text messages related to:
SMS Program: By opting in, you agree to receive SMS messages related to your account and the Services. To opt-in to SMS communications, text START to 26423. Consent is not a condition of purchase. Message and data rates may apply. Message frequency varies based on your settings and activity. Text HELP for help, STOP to cancel. Carriers are not liable for delayed or undelivered messages. We will not send marketing messages via SMS without your explicit consent. Your mobile carrier's standard messaging rates apply.
The app may send push notifications to your device for:
You can customize or disable push notifications through your device settings or the app's notification preferences.
Some features use your device's location to provide:
Location data is processed according to our Privacy Policy. You can disable location services, but some features may not function properly.
Certain features work offline, including:
Data will sync when you reconnect to the internet. Extended offline use may affect the accuracy of social features and real-time challenges.
"AS IS" BASIS: THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AMICADO AND OUR AFFILIATES, LICENSORS, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.
NO GUARANTEES: WE DO NOT WARRANT THAT:
ASSUMPTION OF RISK: YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THE SERVICES.
THIRD-PARTY SERVICES: WE MAKE NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES, PRODUCTS, OR CONTENT AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES. ANY THIRD-PARTY SERVICES ARE PROVIDED BY THE APPLICABLE THIRD PARTY "AS IS" WITHOUT WARRANTIES OF ANY KIND.
NO PROFESSIONAL ADVICE: THE SERVICES DO NOT PROVIDE PROFESSIONAL ADVICE OF ANY KIND. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES.
JURISDICTIONAL LIMITATIONS: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
NO CONSEQUENTIAL DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AMICADO, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES.
This limitation applies to damages arising out of or relating to:
MAXIMUM LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF:
ESSENTIAL BASIS: YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN US AND THAT WITHOUT SUCH LIMITATIONS, THE TERMS OF THIS AGREEMENT AND THE FEES CHARGED FOR THE SERVICES WOULD BE SUBSTANTIALLY DIFFERENT.
MULTIPLE CLAIMS: THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMITATION OF LIABILITY.
APPLICABLE LAW: SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
PERSONAL INJURY EXCEPTION: NOTHING IN THESE TERMS EXCLUDES OR LIMITS OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
You agree to defend, indemnify, and hold harmless Amicado, our affiliates, and our respective directors, officers, employees, agents, partners, licensors, and suppliers from and against any and all claims, actions, proceedings, investigations, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:
We will notify you promptly of any claim subject to indemnification. You will have the sole right to defend or settle any such claim, provided that:
Survival: This indemnification obligation will survive the termination of these Terms and your use of the Services.
By Amicado: We may assign or transfer these Terms and our rights and obligations hereunder, in whole or in part, to any party at any time without notice to you. Such assignment may occur in connection with a merger, acquisition, reorganization, sale of assets, or otherwise. Your rights and obligations under these Terms will remain binding on you following any such assignment.
By You: You may not assign, transfer, or sublicense these Terms or any of your rights or obligations hereunder without our prior written consent. Any attempted assignment, transfer, or sublicense without such consent will be null and void. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
Federal Arbitration Act: You and Amicado agree that these Terms affect interstate commerce and that the enforceability of the arbitration provisions in these Terms will be governed by, construed, and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Amicado agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the breach, termination, enforcement, interpretation, validity, formation, or applicability thereof (collectively, "Disputes"), will be settled by binding individual arbitration, except as otherwise provided in this section. This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to:
Before initiating arbitration, you must first send us a written notice of your Dispute ("Notice of Dispute") to help@amicado.app. The Notice of Dispute must:
We will attempt to resolve the Dispute informally by contacting you via email or phone. If we cannot resolve the Dispute within sixty (60) days of receiving the Notice of Dispute, either party may proceed to arbitration.
If informal dispute resolution fails, the parties agree to participate in mediation administered by JAMS under its Mediation Rules before proceeding to arbitration. The parties will share the mediator's fee equally. Mediation will take place in San Francisco, California, or by video conference if mutually agreed.
If the Dispute is not resolved through informal negotiation or mediation, it will be resolved through binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures or Comprehensive Arbitration Rules and Procedures, as appropriate. The arbitration will be conducted in San Francisco, California, unless you and Amicado agree otherwise. For individual consumer claims, Amicado will pay JAMS filing, administrative, and arbitrator fees to the extent required by the JAMS Consumer Minimum Standards, unless the arbitrator finds the claim frivolous. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees.
YOU AND AMICADO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. Unless both you and Amicado agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative, class, or collective proceeding.
If 25 or more similar arbitration demands are filed against Amicado relating to the same or similar subject matter and sharing common issues of law or fact ("Mass Arbitration"), the parties agree to the following procedures:
Notwithstanding the above, either party may bring an individual action in small claims court for Disputes within that court's jurisdiction. Additionally, either party may seek injunctive or other equitable relief in court for infringement or misuse of intellectual property rights.
Time Limitation: Any arbitration must be commenced within one (1) year after the Dispute arises. If arbitration is not commenced within this period, the claim is permanently barred.
You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out to legal@amicado.app within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you want to opt out of the arbitration agreement. If you opt out, neither you nor Amicado will be required to arbitrate Disputes as described above.
Severability: If the class action waiver is found to be unenforceable in whole or in part, then the entirety of this arbitration provision will be null and void, and Disputes will be resolved in court. If any other provision of this arbitration agreement is found to be unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
Third-Party Beneficiaries: Claimants' counsel in Mass Arbitrations and JAMS are intended third-party beneficiaries of this arbitration provision and may enforce it according to its terms.
We reserve the right to suspend or terminate your account and access to the Services at any time, with or without cause, with or without notice, and without liability to you. Reasons for termination may include but are not limited to:
You may terminate your account at any time through the account settings or by contacting help@amicado.app. Termination does not relieve you of any obligations incurred before termination.
Upon termination:
Survival: The following provisions survive termination: warranty disclaimers, limitation of liability, indemnification, intellectual property rights, dispute resolution, choice of law, and this survival provision.
Entire Agreement: These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Amicado regarding the Services and supersede all prior agreements and understandings, whether written or oral.
Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be replaced with a valid provision that most closely reflects the intent of the original provision.
Waiver: No waiver of any term or condition of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Any failure to assert a right or provision under these Terms will not constitute a waiver of such right or provision.
Force Majeure: Amicado will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
Relationship of the Parties: Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Amicado. You have no authority to bind Amicado in any respect.
Taxes: You are responsible for all taxes associated with your use of the Services, excluding taxes based on Amicado's net income. If we are required to collect or pay taxes in connection with your use of the Services, such taxes will be your responsibility, and we may collect payment from you.
Export Control: You may not use, export, or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. You represent that you are not on any U.S. government list of prohibited or restricted parties.
Government Use: If you are a U.S. government end user, the Services are "Commercial Items" as defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," and your rights are limited to those granted to all other end users pursuant to these Terms.
Language: These Terms are written in English. Any translated version is provided for convenience only. In the event of any conflict between the English version and a translated version, the English version will control.
Electronic Communications: By using the Services, you consent to receiving electronic communications from us. These communications may include notices about your account, updates to these Terms, and promotional information. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
Notice to California Residents: Under California Civil Code Section 1789.3, California residents are entitled to specific consumer rights information. If you are a California resident and have a question or complaint regarding the Services, please contact us at help@amicado.app. California residents may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (916) 445-1254 or (800) 952-5210.
Accessibility: We are committed to making our Services accessible to all users. If you have difficulty accessing any part of the Services, please contact us at help@amicado.app, and we will work to provide the information you seek through an alternative communication method.
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