Last Revision: February 28, 2016

1. Overview & Definitions

Overview

RibbonTech.co is an online service owned by Franca Translation, Inc. (“Ribbon”) that enables Guest Users or Registered Users create short URLs from longer URLs for use in various marketing or social media outlets. These short links may use the “ribb.in” domain name or others affiliated with Ribbon. A user can become a Registered User via the web site and select a given user plan. The Website contains features that enable Registered Users – dependent on the selected Plans - to do, among other things, the following:

§ Organize and manage short links from a user-specific dashboard

§ Evaluate usage statistics of internet visitors who clicked on the short links created by a Registered User.

§ Use the Ribbon API to use an external domain owned or managed by the Registered User as the basis for creating short links.

Definitions

Ribbon API is an application programming interface that enables Registered users to use their own domain to create short links (rather than ribb.in or other Ribbon affiliates)

Account means the account created by the User or Customer upon registration

Website means the world wide web site operated by Ribbon at https://ribbontech.co or any replacement URL.

Registered User is a user who creates an account with Ribbon.

Customers are Registered users who have selected a paid plan.

Visitors are general internet users who click on short links that take them to the desired end URL.

2. Registration

A. Eligibility. To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service. By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be responsible for your use of the Website and the purchase or delivery of services. Ribbon reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.

B. Registration. To become a Registered User and to access Services you must register for an Account via the Website.

C. Accounts.

General . Once you have registered with the Website as a Registered User, the Website will create your Account with Ribbon.

Username and Password . During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize Ribbon to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.

Guests. Guest visitors may be able to create short links or other services without creating an Account.

3. Relationships

A.

B. Customers and Ribbon

Payment for Service. A Customer agrees, through the registration process for a paid account, to provide accurate and updated payment information.

Agency. These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Ribbon, except and solely to the extent expressly stated.

4. Pricing

Pricing for services are posted on the Ribbon site and are subject to change with at least 30 days’ notice prior to implementation.

5. Charges

Charges for services are provided on a monthly basis (based on the date of sign-up) unless otherwise stated.

6. Disputes

All transactions completed on the Ribbon site are final.

7. Term, Termination, and Suspension

A. These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Ribbon as provided for under the terms of this section.

B. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time.

C. Any termination of an Account will automatically lead to the termination of all related profiles.

D. Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for Ribbon or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account.

E. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

F. Without limiting our other remedies, to the extent you engage in actions or activities which circumvent fees owed Ribbon under these Terms of Service, you must pay Ribbon for all fees owed to Ribbon and reimburse Ribbon for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

G. When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Website. The material may be deleted along with all your previous posts.

8. Privacy and Confidentiality

Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Ribbon Privacy Policy. It is your responsibility to review the Privacy Policy, which is incorporated by reference. The Privacy Policy is posted on the Website and may be updated from time to time. Unfortunately, we cannot ensure that disclosure of your Confidential Information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

9. Intellectual Property

No intellectual property rights are transferred through the activities on this web site.

10. Representations, Disclaimers, Limitations, and Exclusions

A. Registered User Representations and Warranties. All Registered Users represent, warrant, and agree:

1. not to grant access to an Account only to users authorized to act on behalf of the Registered User and only in accordance with these Terms of Service.

2. to be fully responsible and liable for any action of any user who uses your Account.

3. not to use your Account, username, or password of another Registered User that you are not expressly authorized to use.

4. not to allow any third party who is not authorized to do so to use your Account at any time.

5. not to use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of the Website or any transaction being conducted through the Website.

6. not to intercept or expropriate any system, data or personal information from the Website.

7. not to take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including but not limited to “spam” or other such unsolicited mass emailing techniques.

8. that it has the right and authority to enter into the Terms of Service and to transact business hereunder.

9. that they are using the Website solely for the purpose of entering into a bona fide business transaction.

10. that they will not use the Website or its services to defraud or mislead any person or entity, including without limitation Ribbon.

11. that they will not use the Website to violate any law or regulation of the United States of America or any international law or treaty.

12. that they are not a resident national of, or, an entity located in Cuba, Iran, Sudan, Burma (Myanmar), Democratic Republic of the Congo, North Korea, Syria or any other country subject to economic sanctions imposed by the government of the United States of America.

13. that they are not currently and have never been listed as a Specially Designated National by the United Stated Department of Treasury’s Office of Foreign Assets Control (“OFAC”).

14. that they will not use the Website in connection with any “prohibited transaction” as defined under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R. Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538; Former Liberian Regime of Charles Taylor Sanctions Regulations, 31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R. Part 537; Foreign Assets Control Regulations as they relate to North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any other law, regulation or executive order of the United States of America.

B. Warranty Disclaimer. THE SERVICES PROVIDED BY RIBBON OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

C. Limitation of Liability. IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE WEBSITE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF MONIES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

D. General Release. If you have a dispute with another Registered User, you release Ribbon (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

E. State Specific Release. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

F. Indemnity. You agree to defend, hold harmless and indemnify Ribbon from and against any and all losses, costs, expenses, damages or other liabilities incurred by Ribbon from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Ribbon: (1) in connection with your use of the Services including any payment obligations incurred through use of the Ribbon Billing and Payment Services; or (2) resulting from: (a) your use of the Website (b) your decision to supply credit information via the Website, including personal financial information; (c) your decision to submit postings and accept offers from other Registered Users; (d) any breach of contract or other claims made by Registered Users with which you conducted business through the Website; (e) your breach of any provision of these Terms of Service; (f) any liability arising from the tax treatment of payments or any portion thereof; (g) any negligent or intentional wrongdoing by any Registered User; (h) any act or omission of yours with respect to the payment for a Project; (i) your dispute of or failure to pay any Invoice or any other Payment. Any such indemnification shall be conditioned on our: (i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (ii) cooperating with you in the defense or settlement thereof; and (iii) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

G. Links. The Website may contain links to third-party web sites not under the control or operation of Ribbon. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.

H. Data. You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Website will not be construed as creating any responsibility on Ribbon’s part to store, backup, retain, or grant access to any information or data for any period.

11. Miscellaneous Terms and Conditions

A. Compliance with Law. You are responsible for compliance with applicable U.S. state, U.S. federal and international laws, regulation and treaties, keeping in mind that access to the contents of this Website may not be legal for or by certain persons or in certain countries.

B. Modification and Waiver. Ribbon will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Ribbon. No delay or omission by Ribbon in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.

C. Severability. If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.

D. Assignment or Transfer. You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of Ribbon, and any attempt to do so will be null and void. LFTransalation may assign these Terms of Service in its sole discretion.

E. State Specific Legal Notice. Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised of the following: Franca Translation Inc, located in Palo Alto, California, is the provider of the electronic commercial service on the Website. Registered Users are notified in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Ribbon to resolve a complaint regarding any aspect of service relating to the Website by writing to the above address, or contact us at info@francatranslation.com.

F. Force Majeure. Except for the payment of fees to Ribbon, neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

G. Notice. All notices required or permitted to be given under these Terms of Service, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth.

Franca Translation, Inc.

374 Palo Alto Ave

Palo Alto, CA 94301

USA

H. Headings and Labels. The boldface paragraph headings in these Terms of Service are included for ease of reference only and have no binding effect.

I. Integration. These Terms of Service and all documents referenced in these Terms of Service (including the policies listed and available by hyperlink) comprise the entire agreement between you and Ribbon with respect to the use of this Website and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Website that link to or are linked from the Website.

J. Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive any termination of these Terms of Service for any reason.



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