Terms of Service

These Terms of Service (“Terms”) govern your use of the SheetWhiz offerings, including the SheetWhiz Chrome Extension, www.SheetWhiz.com and all other software, applications and content (the “Services”) made available or operated by SheetWhiz, LLC (“SheetWhiz,” “us,” or “we”). These Terms apply to all individuals who access or use the Services.

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It is important that you read these Terms carefully because you will be legally bound by them. If you do not agree to these Terms, please do not use the Services.

 

1. Using the Services

1.1. Right to Use Services

SheetWhiz will provide the Services, and you may access and use the Services, in accordance with these Terms for your own personal and individual use. By accessing or using the Services, you represent that you are of legal age and have accepted these Terms.

 

1.2. Limitations on Use

By using the Services, you agree not to: (i) modify, prepare derivative works of, or reverse engineer, the Services; (ii) use the Services in a way that does or attempts to abuse or disrupt our networks, user accounts, or the Services; (iii) store within, upload or transmit any harassing, indecent, obscene, or unlawful material, or any type of virus, malware, or malicious code; (iv) upload or transmit any material that may infringe the intellectual property, privacy, or other rights of third parties through the Services; or (v) use the Services to commit fraud or impersonate any person or entity.

 

1.3. Changes

We may modify or discontinue the Services as we deem appropriate and in our discretion. Access to additional functionality or premium feature improvements may be subject to an additional cost.

 

2. Fees and Payment

2.1. Fees; Payment Information

If you have purchased a paid version of the Services, you agree to provide SheetWhiz with accurate billing, contact, and payment information, and you agree to pay all applicable fees. All payments are final and non-refundable. We may charge any payment card on file or bill you for all amounts due for your use of the Services, including any fees or overdraft charges incurred in collecting payment, and we may take steps to update your payment card information (where permitted) to ensure that payment can be processed. Your credit card and payment information may be provided to our third-party payment processors for payment and fraud prevention, as well as export and legal compliance purposes.

 

2.2. Taxes and Withholding

You are responsible for all applicable sales, services, value-added, goods and services, withholding and similar taxes, tariffs, or fees imposed by any government entity or collecting agency based on the Services. In all cases, you will pay the amounts due to us in full without any right of set-off or deduction.

 

2.3. Non-Payment; Price Updates

We may, with notice to you, suspend or terminate the Services if you do not pay applicable fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting any delinquent amounts. We reserve the right to update the price for access to the Services at any time after your initial subscription term, and price changes will be effective as of your next billing cycle. In accordance with applicable law, we will notify you in a timely manner of any price changes by publishing on our website, emailing, quoting, or invoicing you. Your continued use of the Service after such notification serves as your agreement to the price change.

 

3. Subscription and Termination

3.1. Subscription

Some Services are billed on a subscription basis, in advance and on a recurring billing cycle (which is typically monthly or annually). To help ensure uninterrupted service, the Services will, by default, automatically renew for additional periods equal to your expiring subscription term unless either party cancels the subscription before the current subscription term expires. Terminating specific Services does not affect the term of any other Services still in effect.

 

3.2. Termination

You may cease using the Services at any time and contact us to cancel your account, but you will continue to be charged for Services until the end of your then-current subscription term. We may suspend or terminate your account upon notice if you violate these Terms and may reinstate your access to the Services if you remedy the violation to our satisfaction. We reserve the right to terminate your account without notice where doing so is prohibited by law or has a reasonable risk of incurring liability for us.

 

3.3. Effect of Termination

If any Services are terminated or your subscription expires, your paid account may be converted to a “free” or “basic” version of the Service, if available, at our discretion. Where your account is not converted to a free version, you must immediately discontinue all use of the terminated Services. To the extent permitted by applicable law, neither party will be liable for any damages resulting from the valid termination of the Services, and termination will not affect any claim arising prior to the effective termination date.

 

4. Your Content and Accounts

4.1. Your Content

Your “Content” includes any files, documents, or similar data that you upload, store, retrieve, or input to the Services. You retain all rights to your Content and you grant us a license to use, reproduce, display and distribute your Content solely to the extent required and in order to provide and operate the Services.

 

4.2. Your Privacy and Security

By agreeing to our Terms of Service, you additionally agree to our Privacy Policy (www.sheetwhiz.com/privacy-policy) as well as our End User License Agreement (www.sheetwhiz.com/eula). If there are any conflicts between documents, the Terms of Service will supercede all other documents. 

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4.3. Your Accounts

When you use the Services, you must provide us with information that is accurate, complete, and current. You agree to safeguard the information that you use to access the Service including the password to your Gmail account associated with your account. We do not send emails asking for your login information. We are not liable for any loss that you may incur if you fail to properly secure your password or account. We may suspend the Services or terminate your account if you or your users are using the Services in a manner that is likely to cause harm to us or if we have reasonable grounds for suspecting any illegal, fraudulent, or abusive activity on your part.

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5. Compliance with Laws

You agree to comply with all applicable laws, rules and regulations including, but not limited to export, privacy, and data protection laws and regulations. You acknowledge that the Services are subject to export control and trade sanctions laws in the United States and other countries. You may not access, use, export, or disclose any portion of the Services in violation of applicable export control and sanctions laws. Specifically, you represent and warrant that you: (a) are not a citizen 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, Donetsk and Luhansk regions of Ukraine) and that you will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; and (b) are not identified on any U.S. government lists which would prohibit you from receiving the Services. Where required by law, we will cooperate with government authorities with respect to the Services. We may immediately terminate your subscription if we have reason to believe that you have failed to comply with applicable law.

 

6. Disclaimer of Warranties

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SOFTWARE IS BEING PROVIDED TO LICENSEE "AS IS" WITHOUT WARRANTY OF ANY KIND. IN PARTICULAR, WE DO NOT REPRESENT OR WARRANT THAT: (i) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR FREE; (ii) OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM, OR DATA; (iii) THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (iv) ALL ERRORS OR DEFECTS WILL BE CORRECTED. USE OF THE SERVICES IS AT YOUR SOLE RISK.

 

7. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHER SUCH DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (i) LOSS OR CORRUPTION OF FILES OR DATA; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; OR (v) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF SHEETWHIZ, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, AND AFFILIATES ARISING OUT OF THESE TERMS IS LIMITED TO DIRECT DAMAGES PROVEN UP TO THE SUM OF THE AMOUNTS PAID FOR ACCESS TO THE APPLICABLE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

 

8. Additional Terms

8.1. Sales, Promotional Offers, Coupons and Pricing

Sales, promotions and other special discounted pricing offers are temporary and, upon the renewal of your subscription, any such discounted pricing or promotional offers may expire. We reserve the right to discontinue or modify any coupons, credits, sales, and special promotional offers in our sole discretion.

 

8.2. Free Services and Trials

Your right to access and use any free Services is not guaranteed for any period of time, and we reserve the right to modify or terminate your access to free Services in our discretion. If you are using the Services on a trial or promotional basis, your access will terminate at the end of the trial period or upon your conversion to a paid subscription. You may need to enter your billing information to register for a trial; and if you do, we will not charge you until the trial period has expired. At the end of the trial period, unless you have cancelled the paid subscription, you will be automatically charged the relevant subscription fees, based on the type of paid subscription selected. At any time and without notice, we reserve the right to modify the terms of the trial Service or cancel the trial period.

 

8.3. Third Party Services

We are not responsible for, do not endorse, and have no control over any third-party sites or services that you link to or integrate with the Services. You have sole discretion whether to purchase or connect to any third-party services and your use is governed solely by the separate terms and privacy policies for those services. We strongly advise that you read the terms and conditions and privacy policies of any such third-party sites or applications.

 

8.4. Beta Services

We may offer you access to beta services that are being provided prior to general release, but we do not make any guarantees that these services will be made generally available. Use of beta Services is voluntary and optional. We have no obligation to provide technical support for beta Services and may discontinue them at any time without prior notice to you. These beta Services are offered “AS-IS,” at your sole risk, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory, or otherwise. If you are using beta Services, you may receive related correspondence and updates from us. We own any feedback about the beta Service you share with us.

 

8.5. Proprietary Rights and SheetWhiz Marks

SheetWhiz retains all proprietary right, title and interest in the Services, including our name, logo and other marks, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades. You may not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates or is similar to part or all of any of the above.

 

8.6. No Class Actions

You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.

 

8.7. Assignment

You may not assign or sublicense your rights or delegate your duties under these Terms, either in whole or in part, without our prior written consent. SheetWhiz may assign these Terms, in whole or in part, to an affiliated entity, or as part of a corporate reorganization, consolidation, merger, acquisition, divestiture or sale of all or substantially all of its business or assets to which these Terms relate.

 

8.8. Emails and Communications

We may provide operational notifications regarding billing, account activity, and service updates to the primary email designated on your account, electronically via postings on our website, in-product notices, or our self-service portal or administrative center. If you have any questions about these Terms, you can contact our team.

 

8.9. Survival

The following sections of these Terms will survive termination: Sections 2 (Fees and Payment), 3.3 (Effect of Termination), 4 (Your Content and Accounts), 7 (Limitation on Liability), 8.6 (No Class Actions), 8.8 (Email and Communications), and 8.13 (Choice of Law and Arbitration Agreement).

 

8.10. Entire Agreement; Changes

These Terms are the entire agreement between you and SheetWhiz relating to the Services and they supersede all prior or simultaneous oral and written agreements between the parties. We may update these Terms from time to time, which will be identified by the last updated date, and may be reviewed at https://www.sheetwhiz.com/terms-of-service. If a revision is material, we will make reasonable efforts to provide at least thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Your continued access to and use of the Services constitutes your acceptance of the then-current Terms. If you do not agree to the new terms, or any portion of the new terms, please stop using the Service.

 

8.11. General Terms

If a portion of this Agreement is held unenforceable, the remainder shall be valid. It means that if one section of the Agreement is deemed unlawful, the rest of the Agreement remains in force. A party's failure to exercise any right under this Agreement will not constitute a waiver of (a) any other terms or conditions of this Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this Agreement. No person or entity not a party to these Terms will be a third party beneficiary. Any of our authorized distributors do not have the right to modify these Terms or to make commitments binding on us. Failure to enforce any right under these Terms will not waive that right. Unless otherwise specified, remedies are cumulative. These Terms may be agreed to online or executed by electronic signature and in one or more counterparts. We will not be responsible for any delay or failure to perform under these Terms due to any events or circumstances that are outside of our control or that we could not have reasonably anticipated (e.g., natural disasters; terrorist activities, activities of third-party service providers, labor disputes; acts of government, etc.).

 

8.12. California Consumer Complaints

While SheetWhiz makes every effort to ensure that its customers remain satisfied with its Services, should you have a concern or intend to raise a dispute, we kindly requests that you contact and work directly with us in order to ensure an expedient and efficient resolution. Additionally, where SheetWhiz is unable to resolve a complaint to your reasonable satisfaction, California residents may, in accordance with California Civil Code S1789.3, report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, or by calling (800) 952-5210.

 

8.13. Choice of Law and Arbitration Agreement

8.13.1 Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

 

8.13.2 Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with SheetWhiz and limits the manner in which you can seek relief from SheetWhiz. Both you and SheetWhiz acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, SheetWhiz’s officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

 

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Santa Clara County, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

 

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues.

 

(c) Small Claims Court; Infringement. Either you or SheetWhiz may assert claims, if they qualify, in small claims court in Santa Clara County, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

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(d) Waiver of Jury Trial. YOU AND SHEETWHIZ WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and SheetWhiz are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and SheetWhiz over whether to vacate or enforce an arbitration award, YOU AND SHEETWHIZ WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

 

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor SheetWhiz is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in "(g)" below.

 

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 908 Florida Street, San Francisco, CA 94110 postmarked within thirty (30) days of first accepting these. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account (if applicable), and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.

 

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or SheetWhiz to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and SheetWhiz agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Santa Clara County, California, or the federal district in which that county falls.

 

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with SheetWhiz.