These Terms of Service (“Terms”) govern the purchase and use of services provided by Dos Terra Limited Liability Company d/b/a Sibme, a Texas limited liability company (“Sibme”), and the use of www.sibme.com and Sibme’s affiliated applications (collectively, the “Site”).
These Terms, the applicable Sibme Price Quote or Order Form, and any written addendum signed by both parties collectively constitute the “Agreement.” “Customer,” “You,” and “Your” refer to the person or organization purchasing or using the Services. The “Effective Date” is the date Customer first accepts the Agreement under Section 1.
You may access or use the Site or Services only if You agree to these Terms. Customer accepts the Agreement and becomes legally bound upon the earliest of: (1) signing or electronically accepting a Sibme Price Quote or Order Form; (2) issuing or delivering a purchase order referencing a Sibme Price Quote or authorizing the purchase of Sibme Services; (3) subscribing to the Services through the Site; or (4) paying an invoice issued by Sibme. If You accept the Agreement on behalf of an organization, You represent and warrant that You are authorized to bind that organization. If You are not authorized or do not agree to the Agreement, You may not purchase or use the Services.
Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
When You use the Services, You may grant certain permissions to Sibme for Your device and/or accounts. Most mobile device platforms provide additional information regarding these permissions and how, if possible, to change Your permission settings. By downloading, installing or using the Services, you agree to receive automatic software updates (as applicable).
This Agreement applies to all services provided by Sibme, including access to Sibme’s software platform, AI tools, virtual coaching, onboarding, consultation, training, and other offerings described in an applicable Price Quote, Order Form, purchase order, or online subscription (collectively, the “Services”). Sibme will provide the Services described in the applicable purchasing document and will make standard updates to the Services generally available during the applicable term.
Sibme offers, from time to time, access to services that are classified as trial account ("Trial Account"). Access to and use of the Trial Account by You and Your team is only permitted during 10 days from your registration for this Service. The Trial Services is provided to You solely for evaluation purposes for Your own testing and evaluation upon Your subscription to the Trial Account. You acknowledge that all Trial Services incorporates confidential and proprietary information developed or acquired by or licensed to Sibme and that all results of testing of the Services. In no event You will publish or disclose the results of any testing or performance specifications of the Services without Sibme's express prior written consent. You shall not remove or deface of any confidentiality or proprietary notice place on the Trial Services.
ALL TRIAL SERVICES PROVIDED BY SIBME IS DELIVERED "AS IS, WHERE IS" AND SIBME SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SIBME DOES NOT WARRANT THAT THE TRIAL SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. UNDER NO CIRCUMSTANCES WILL SIBME OR ITS AUTHORIZED REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE OR WHETHER BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY, ARISING OUT OF OR RELATED TO YOUR USE OF TRIAL SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SIBME OR ITS AUTHORIZED REPRESENTATIVES INCURRED IN ANY ACTION OR PROCEEDING RELATING TO YOUR USE OF THE TRIAL SERVICES EXCEED ONE HUNDRED DOLLARS.
Sibme may, from time to time, offer as part of the Services a functionality that is classified as artificial intelligence report ("AI Report"). Access to and use of the AI Report by You and Your team is only permitted pursuant to the separate purchase of this functionality. The AI Report functionality is provided to You during the Term (as defined below) of this Agreement. The use of artificial intelligence to generate certain content based on information provided by You alone or, to the extent applicable, in combination with other information. The generation of content through this process has become known as generative artificial intelligence ("Generative AI"). In providing Generative AI as an enhancement, feature, function, or tool with Sibme's Services ("AI Tools"), Sibme may use its own model or utilize third parties' models. Whenever this occurs, Sibme will provide You with the opportunity to opt-in to any AI Tools. Should You opt-in, You may always change Your mind at a later time. If You choose to decline the opportunity, You may not receive the full potential of Sibme Services. Your use of the AI Report functionality is subject to your compliance with the terms of this Agreement.
You may only use the Services and the Site pursuant to the terms of this Agreement. You are solely responsible for Your and Your End Users' (as defined in Section 4 below) use of the Services and shall abide by, and ensure compliance with, all laws in connection with Your and each End User's use of the Services, including but not limited to laws related to recording, intellectual property, privacy, defamation and export control. You acknowledge that the information available through the Site may include textual, photographic, video and audio components, which are protected by United States and International Copyright Law. Use of the Services is void where prohibited.
You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a username and password. You are entirely responsible for maintaining the security of Your username and password and agree not to disclose such to any third party.
You agree that You are the solely responsible for the content, video, audio and other materials, information and data (collectively, "Content") sent or transmitted by You or Your End User or displayed or uploaded by You (or Your End User) in using the Services and for compliance with all laws pertaining to the Content, including, but not limited to, laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You grant Sibme a royalty-free, worldwide, non-exclusive right and license, with the right to sublicense, copy, reproduce, modify, use, publicly perform, display, distribute and create derivative works of Your Content and, to the extent applicable, the Generative AI, during the Term: (a) as necessary to provide the Services to You in accordance with this Agreement; (b) to perform necessary maintenance, calibration, diagnostic and troubleshooting of the Services, and to monitor the performance of the Services; (c) to improve the Services, e.g. to maintain Sibme artificial intelligence models; (d) to perform such other actions as authorized or instructed by you in writing (an email will suffice); and (e) as required by law.
You represent and warrant that You have the right to upload the content to Sibme and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Sibme be liable in any way for any (i) Content that is transmitted or viewed while using the Services, (ii) errors or omissions in the Content, or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Sibme is not responsible for any Content, Sibme may delete any Content, at any time without notice to You, if Sibme becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights You already hold in the Content which You submit, post or display on or through, the Services. Sibme expressly disclaims any liability for the data and Content transmitted through or intermediately, temporarily or permanently stored on Sibme's networks or any server and for the actions or omissions of You and Your End Users. You acknowledge and agree that (i) Sibme need not pre-screen Your Content, although Sibme reserves the right in its reasonable discretion to pre-screen, refuse or remove any of Your Content; and (ii) You are responsible for ensuring that You back up Your Content.
You are responsible for compliance with all recording laws. By using the Services, You are giving Sibme consent to store recordings for any or all audios videos, workshops and coaching Tracker (collectively, the "Sibme Solutions") that You participate, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, You can choose to leave the Sibme Solutions. Some Sibme Solutions, to the extent applicable, may automatically create transcripts/captions. You are responsible for reviewing Sibme Solutions transcripts/captions of Your Content for accuracy, quality, integrity, legality, reliability and appropriateness, which are available in an editable format. You acknowledge that transcriptions are not 100% accurate.
You agree that You will not use, and will not permit any End User to use, the Services to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, the Services or the Site; (ii) modify, translate, or create derivative works based on the Services, or the Site; (iii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts Sibme's networks, Your accounts, or the Services; (iv) engage in activity that is illegal, fraudulent, false, or misleading; (v) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (vi) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; (vii) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation, including, but not limited to, collecting or storing personal data about other users or acting in a manner that negatively affects other user's ability to engage in exchanges, stalking or otherwise harassing anyone, harming minors in any way; (viii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data form other hardware, software or networks of Sibme or other users of the Services; (ix) engage in any activity or use of the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Sibme's security systems; and (x) use the Services in violation of any Sibme policy or in a manner that violates applicable law, including but not limited to, anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations. Your violation of any of these prohibitions automatically terminates your right to use the Site and the Services and you are on notice that we intend to pursue our legal remedies for any violation.
You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate agreement with Sibme. You may not offer or enable any third parties to use the Services purchased by You, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.
In addition to use its own artificial intelligence ("AI") model, Sibme uses a third-party AI model to assist in the provision of the Services. While much of the AI and its potential has exciting benefits, there do exist concerns about the development and use of AI. If You share any information in conjunction with an AI model, it remains possible that Your information could be absorbed into the AI model. You hereby grant Sibme the right to use Your input data to develop and improve Sibme Services. If You do not want Your input data used to improve the Services, You can opt-out at any time by sending an email to legal@sibme.com. Please note that in some cases this may limit the ability of our Services to better address Your specific use case. In addition, please note that with third parties AI models, it could be possible that Your data input be absorbed into their AI training model even where a policy might indicate otherwise.
CONSEQUENTLY, YOU SHOULD BE CAUTIOUS IN SHARING ANY PRIVATE OR SENSITIVE DATA. SIBME AND ITS THIRD-PARTY AI PROVIDER DO NOT ALLOW THE ANY TRANSFER OF ANY PERSONAL INFORMATION OF CHILDREN UNDER 13 OR THE APPLICABLE AGE OF DIGITAL CONSENT. SIBME'S THIRD PARTY AI PROVIDER TERMS OF USE IS AVAILABLE AT HTTPS://OPENAI.COM/POLICIES/TERMS-OF-USE. WE ENCOURAGE YOU TO REVIEW THIS THIRD-PARTY TERMS OF USE.
Any Generative AI content has been created by a generative artificial intelligence model. Though it may be obvious, this model is not a human being and Sibme does not review any output provided by the Generative AI. In many cases, the models merely predict what the model believes should be the content produced based upon prompts received from You or in conjunction with Your use of Sibme's AI Tools. It may not know for certain what will be the exact answers. Rather, again, it may simply be a prediction based on language models.
YOU SHOULD KNOW THAT SIBME DOES NOT EXAMINE OR REVIEW GENERATIVE AI CONTENT BEFORE IT HAS BEEN PRODUCED TO ITS CUSTOMERS. CONSEQUENTLY, SIBME MAKES NO REPRESENTATIONS AS TO THE ACCURACY OF ANY GENERATIVE AI CONTENT. THUS, YOU USE OF ANY GENERATIVE AI CONTENT AND AI TOOLS AT YOUR OWN RISK. SIBME RECOMMENDS THAT YOU EXAMINE THE GENERATIVE AI CONTENT AND PERFORM YOUR OWN DUE DILIGENCE BEFORE USING IT. BY OPTING-IN TO ANY AI TOOLS, YOU WAIVE ANY CLAIMS AND LIABILITY AGAINST SIBME ARISING FROM YOUR USE OF THE AI TOOLS AND GENERATIVE AI CONTENT YOU RECEIVE FROM SIBME. THIS WAIVER APPLIES REGARDLESS OF WHETHER IT HAPPENS TO BE SIBME'S AI MODEL (I.E. AI TOOLS) OR THAT OF A THIRD PARTY THAT PRODUCED THE GENERATIVE AI CONTENT. YOU MUST PERFORM YOUR OWN DUE DILIGENCE.
The AI Tools and Generative AI sectors remain dynamic. As such, Sibme may change these terms regularly. Please revisit Sibme's policies regularly to keep abreast of any changes. If You have opted-in to some features, You may always opt-out by sending an email to legal@sibme.com.
You are responsible for the activities of all Your team members ("End Users") who access or use the Services through Your account and You agree to ensure that any such End User will comply with the terms of this Agreement and any Sibme policies. Sibme assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with the use of the Services by any person, please contact Sibme at legal@sibme.com. Sibme may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Sibme be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. It is your responsibility to safeguard the password provided to you for accessing your account, and not share the same with third parties. You will also be responsible for any and all activity on your account.
Sibme will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. Sibme will notify You if it becomes aware of unauthorized access to Content. Sibme will not access, view or process Content except (a) as provided for in this Agreement and in Sibme's Privacy Policy; (b) as authorized or instructed by You, (c) as required to perform its obligations under this Agreement; or (d) as required by law. Sibme has no other obligations with respect to Content.
You affirm that You are of legal age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. Although we cannot absolutely control whether minors gain unauthorized access to the Services, access may be terminated without warning if we believe that You are underage or otherwise ineligible. You may subscribe to and use the Services for business purposes, and You agree, if You are an individual, that the Services are being purchased in a business or professional capacity.
YOUR SCHOOL WILL DECIDE HOW IT WISHES TO USE THE SERVICES. IF YOU ARE A PARENT, YOU MUST VERIFY THAT YOU AGREE THAT THE USE OF THE SERVICES IS ACCEPTABLE FOR YOU AS WELL AS ANY OF YOUR CHILDREN WHO MAY USE SIBME SERVICES. IF YOU ARE A TEACHER OR SCHOOL ADMINISTRATOR, YOU MUST ALSO VERIFY THAT THE USE OF THE SERVICES IS ACCEPTABLE FOR YOU AS WELL AS ANY OF YOUR STUDENTS THAT USE SIBME SERVICES.
If You are the parent and guardian of a student using the Service or the Site, and cease to agree or revoke your agreement to Sibme's terms of use or Privacy Policy at any point in the future, You may opt-out by contacting Sibme via email at legal@sibme.com. Upon receipt of Your request, Sibme will deactivate Your account and/or Your child's account and obtain authorization from Your school to erase any personal information that has been collected. The fastest way to opt-out is to contact Your school administrator.
Sibme and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names ("Sibme Marks") associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any Sibme Marks, or other proprietary information (including images, text, page layout, or form) of Sibme without express written consent. You may not use any meta tags or any other "hidden text" utilizing Sibme Marks without Sibme's express written consent.
You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Sibme may deny access to the Services to any user who is alleged to infringe another party's copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please notify Sibme as specified.
You hereby agree to defend, indemnify and hold harmless Sibme and its business partners (including without limitation officers, directors, employees, shareholders and agents) from and against any and all claims, suits, damages, losses, liabilities, penalties, actions, proceedings, judgments, settlements, and any and all expenses and costs related thereof and demands thereof of any type and nature (whether actual or alleged, known or unknown, disclosed or undisclosed), including without limitation costs and reasonable attorneys' fees, in connection with any claim or action that arises from (i) your violation of this Agreement, (ii) the content or information you post, transmit or store using the Services or the Site or (iii) arises from your activities or postings in connection with your use of the Services or the Site, including, but not limited to, the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity or applicable law. In addition, You acknowledge and agree that Sibme has the right to seek damages when You use the Services or the Site for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIBME OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SIBME, ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SIBME'S, ITS AFFILIATES' AND SUPPLIERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND SIBME, ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SIBME, ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AND/OR THE GENERATIVE AI, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES AND/OR THE GENERATIVE AI WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES AND/OR THE GENERATIVE AI. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES AND/OR THE GENERATIVE AI REMAINS WITH YOU. SIBME DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. SIBME CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES AND/OR THE GENERATIVE AI. USE IS AT YOUR OWN RISK.
Use of the Services is also subject to Sibme's Privacy Policy, a link to which is located at the footer on Sibme's website. The Privacy Policy, and all Sibme policies are incorporated into this Agreement by this reference. Additionally, You understand and agree that Sibme may contact You via e-mail or otherwise with information relevant to Your use of the Services, regardless of whether You have opted out of receiving marketing communications or notices.
Your understand, agree and acknowledge that Sibme may in its discretion, but is not obligated to, monitor or record any of your telephone conversations with Sibme for quality control purposes, for purposes of training its employees and for its own protection. You acknowledge and understand that not all telephone lines or calls will be recorded, and Sibme does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.
This Agreement, use of the Site and the Services and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the state of Texas, without reference to conflicts of laws principles and excluding any application of the united nations convention on the international sale of goods. You hereby (i) irrevocably submits to the exclusive jurisdiction of the courts of the state of Texas located in Harris county and the united states district court for the southern district of Texas, for the purposes of any suit, action or other proceeding arising out of these terms of services, use of the Sibme site, use of the Sibme services or the subject matter hereof or any of the transactions contemplated hereby brought by you or Sibme or their respective successors or assigns, (ii) irrevocably agree that all claims in respect of such suits, actions or proceedings may be heard and determined in such Texas state court or to the fullest extent permitted by law in the United States District court for the southern district of Texas and (iii) to the extent permitted by applicable law, irrevocably waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this agreement or the subject matter hereof may not be enforced in or by such court. A final judgment obtained in respect of any action, suit or proceeding referred to in this section miscellaneous terms shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any manner as provided by applicable law.
THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO BRING ANY ACTION, LAWSUIT, OR PROCEEDING AS A CLASS OR COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER PROCEEDING IN WHICH ANY PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.
For Services purchased directly through the Site, Customer must provide a valid payment method. Services purchased under a Price Quote, Order Form, or purchase order will be invoiced and paid according to the applicable purchasing document. Trial Services will automatically terminate at the end of the stated trial period unless Customer purchases the Services.
Fees are billed in advance on a monthly or annual basis, as applicable, and are nonrefundable except as expressly provided in the Agreement or required by law. Sibme will not provide refunds or credits for partial periods, unused Services, or plan changes.
If You upgrade or downgrade a plan level, the credit card that You provided will automatically be charged the new rate on Your next billing cycle. Downgrading Your Service may cause the loss of data, content, features, or capacity of Your account. Sibme does not accept any liability for such loss.
Monthly subscriptions purchased directly through the Site will renew monthly until canceled under Section 16.
For all other Services, the “Initial Term” is the term stated in the applicable Price Quote, Order Form, purchase order, or online subscription confirmation. If no term is stated, the Initial Term will be twelve (12) months beginning on the Effective Date. Upon expiration of the Initial Term and each subsequent renewal term, the Agreement will automatically renew for an additional twelve (12) month term unless either party provides written notice of nonrenewal at least sixty (60) days before the current term ends. Customer notices must be received at legal@sibme.com by the applicable deadline. Unless expressly identified as one-time or nonrenewing in the applicable Price Quote or Order Form, all Services will renew at Sibme’s then-current pricing. Sibme will provide written notice of any renewal price increase at least ninety (90) days before the renewal date. If timely notice is not provided, the renewal fees will remain unchanged for that renewal term. Renewal does not require a new Price Quote, signature, or purchase order. Discontinuing use, requesting account deactivation, or failing to issue a purchase order does not constitute notice of nonrenewal or relieve Customer of its payment obligations.
When You provide payment information, You represent and warrant that the information you provide is accurate, that You are authorized to use the payment method provided, and that You will notify Sibme of changes to the payment information. Sibme reserves the right to utilize third party payment card updating services to obtain current expiration dates on credit cards and debit cards.
Monthly subscriptions purchased directly through the Site may be canceled before the next monthly billing date through the Account Owner’s profile. Services purchased under an annual Price Quote, Order Form, or purchase order are noncancelable and nonrefundable during the applicable term, except as expressly provided in the Agreement or required by applicable law. Requesting account deactivation or discontinuing use does not terminate Customer’s payment obligations. Nonrenewal of annual Services is governed exclusively by Section 15(c).
Upon expiration or termination of the Agreement, Customer must stop using the Services. Any provisions that by their nature should survive expiration or termination, including accrued payment obligations, intellectual property rights, indemnification, warranty disclaimers, and limitations of liability, will remain in effect.
Following expiration or termination, Sibme will retain Content for sixty (60) days unless a different period is required by law or agreed in writing. Customer is responsible for retrieving its Content during this period. After the retention period ends, Sibme may permanently delete the Content from its systems.
Sibme may suspend Customer’s access for nonpayment, violation of the Agreement, unlawful activity, a security threat, or as required by law. When reasonably practicable, Sibme will provide notice and an opportunity to cure the issue before suspension. Suspension does not relieve Customer of its payment obligations.
Sibme may modify or discontinue features of the Services from time to time. Price changes for annual Services will take effect only upon renewal in accordance with Section 15(c). Price changes for monthly subscriptions purchased directly through the Site may take effect upon at least thirty (30) days’ written notice.
You acknowledge that the Services, or portion thereof may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws ("Export Control and Sanctions Laws"). You and your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (i) You and Your end users are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea) and that You and Your end users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (ii) You and Your end users are not identified on any U.S. government restricted party lists (including without limitation the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce's Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State proliferation-related lists); and (iii) that no Content created or submitted by You or Your end users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.
The Agreement is the complete agreement between Customer and Sibme concerning the Services and supersedes prior proposals and communications concerning the same Services.If the documents comprising the Agreement conflict, the following order of precedence applies: (1) an amendment or addendum signed by both parties; (2) the applicable Sibme Price Quote or Order Form; and (3) these Terms.Customer’s issuance of a purchase order may constitute acceptance of the Agreement, but the purchase order is accepted solely for administrative and billing purposes. Additional or conflicting terms contained in a Customer purchase order, procurement portal, vendor form, or similar document are rejected and will not apply unless expressly accepted in writing and signed by Sibme. Sibme’s performance, acceptance of payment, or failure to object does not constitute acceptance of such terms.Except as provided in Section 18.6, the Agreement may be amended only by a written agreement signed by authorized representatives of both parties.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
No delay or omission by either party in exercising any right or remedy under the Agreement or applicable law will constitute a waiver of that right or remedy.
This Agreement shall not be assignable by You without Sibme's prior written consent. Sibme may assign this Agreement in whole or in part upon written notice to You. This Agreement shall be binding upon and accrue to the benefit of any permitted assignee, and any such assignee shall agree to perform the obligations of the assignor.
You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Sibme, its Affiliates and suppliers, and under such circumstances Sibme, its Affiliates and suppliers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
Sibme may update these Terms from time to time. Material changes affecting an existing annual Agreement will take effect at the beginning of the next renewal term, and Sibme will provide notice at least ninety (90) days before the renewal date. Changes required by law, necessary to address security risks, or that do not materially reduce Customer’s rights may take effect earlier upon notice.Sibme will identify the effective date of each version of these Terms. Continued use of the Services after an applicable change takes effect constitutes acceptance of the updated Terms. Any signed addendum, Price Quote, or Order Form will continue to control over conflicting provisions in these Terms.
The instructional evidence platform for K–12 districts.
