Terms & Conditions

These terms and conditions (the “Terms”) are entered into by and between You and Bralan Chisholm, LLC dba Ecomplicato, a Michigan limited liability company (“Ecomplicato” or “we”).  The following Terms govern your access to and use of ecomplicato.com or our software application (the “App”) (collectively with our website, our “Platform”).  

Please read the Terms carefully before you start to use the Platform.  By downloading or using the Platform, you accept and agree to these Terms.  If you do not want to agree to these Terms, you must not access or use the Platform.   This Platform is offered and available to users who are 16 years of age or older.  By using this Platform, you represent and warrant that you are 16 years of age or older.  If you do not meet this requirement, you must not access or use the Platform. 

These Terms require the use of arbitration to resolve disputes, rather than jury trial. 

1. Intellectual Property Rights

The Platform and its entire contents, features, and functionality are owned by Ecomplicato, its 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.  Ecomplicato’s name and all related names, copyrights, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the Platform (the “Intellectual Property”) belong to Ecomplicato or its affiliates or applicable third party.  Except as expressly provided in these Terms, nothing grants you a right or license to use the Intellectual Property.  You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the Intellectual Property unless specifically authorized in writing by Ecomplicato.

2. License

Subject to your compliance with these Terms, we grant you a limited, revocable, personal, nontransferable, and nonexclusive right and license to access and use the Platform for your personal, non-commercial use only. You are not allowed to copy, distribute, modify, create derivative works from, sell, assign, sublicense, grant a security interest in, transfer or otherwise commercially exploit any right in any part of the Platform or our Intellectual Property in any way. You are not allowed to attempt to extract the source code of the Platform, and you should not try to translate the Platform into other languages.

3. Revisions to the Platform

We are committed to ensuring that the Platform is as useful and efficient as possible. For that reason, we reserve the right to withdraw, make changes to the Platform, or to charge for the Platform, at any time and for any reason. We will never charge you for the Platform without making it very clear to you exactly what you are paying for. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period.

At some point, we may wish to update the Platform. The availability of the Platform may change, and it is your responsibility to download any updates required if you want to keep using the Platform. We do not promise to always update the Platform so that it is relevant to you and/or work with your device. However, you agree to always accept updates to the Platform when offered to you. At any time we may stop providing the Platform or may terminate your access to the Platform without giving notice of termination to you. Unless we tell you otherwise, upon any termination: (a) the rights and licenses granted to you in these terms will end; (b) you must stop using the Platform, and (if needed) delete the App from your device.

4. Accessing the Platform and Account Security

You are responsible for making all arrangements necessary for you to have access to the Platform and ensuring that all persons who access the Platform through your internet connection or mobile device are aware of these Terms and comply with them.

To access the Platform you may be asked to provide certain registration details or other information. By using the Platform you agree that all the information you provide on the Platform is correct, current, and complete. You agree that all information provided is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you are provided with a user name, password, or other piece of information as part of our security procedures, you must treat such information as confidential and not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

It is your responsibility to keep your mobile device and access to the Platform secure. We therefore recommend that you do not jailbreak or root your mobile device, which is the process of removing software restrictions and limitations imposed by the official operating system of your device. Such actions could make your mobile device vulnerable to malware, viruses, or malicious programs and compromise your mobile device’s security features, which may result in a failure of the Platform to work properly or at all.

We reserve the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

5. Third Party Services

The Platform may use third party services that declare their own terms and conditions. Links to some of the terms and conditions of third party service providers used by the Platform are below:

6. Prohibited Uses

You may only use the Platform for lawful purposes and in accordance with these Terms.  You agree not to use the Platform:
  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate Ecomplicato, an Ecomplicato employee, another user, or any other person or entity.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm Ecomplicato or users of the Platform, or expose them to liability.
  Additionally, you agree not to:
  • Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
  • Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
  • Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Platform.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
  • Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Platform.

7. Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents. The Platform may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Ecomplicato, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Ecomplicato. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

8. Mobile Services and Mobile License

We do not make any guarantee that the Platform is compatible with your device. If you use the Platform on a mobile device, your standard data and messaging rates will apply.

When using the App on a mobile device, we grant you a limited, personal, nonexclusive, nontransferable, nonsublicensable, revocable license to use the App downloaded directly from a legitimate marketplace, solely in object code format and solely for your personal use for lawful purposes.

9. Your Use of Platform

You should be aware that there are certain things that we will not take responsibility for. Certain functions of the Platform will require the Platform to have an active internet connection. The connection can be Wi-Fi, or provided by your mobile device’s network provider, but we cannot take responsibility for the Platform not working at full functionality if you do not have access to Wi-Fi, and you do not have any of your data allowance left.

If you are using the Platform outside of an area with Wi-Fi, you should remember that your terms of the agreement with your mobile network provider will still apply. As a result, you may be charged by your mobile provider for the cost of data for the duration of the connection while accessing the Platform, or other third party charges. In using the Platform, you are accepting responsibility for any such charges, including roaming data charges if you use the Platform outside of your home territory (i.e. region or country) without turning off data roaming. If you are not the bill payer for the device on which you are using the Platform, please be aware that we assume that you have received permission from the bill payer for using the Platform.

Along the same lines, we cannot always take responsibility for the way you use the Platform. For example, you need to make sure that your device stays charged. If your device runs out of battery and you are unable turn your device on to use our Platform, we cannot accept responsibility.

10. Disclaimer of Warranties

EXCEPT WHERE PROHIBITED BY LAW, ECOMPLICATO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, BOTH ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW. THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS. NEITHER ECOMPLICATO NOR ANY PERSON ASSOCIATED WITH ECOMPLICATO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER ECOMPLICATO NOR ANYONE ASSOCIATED WITH ECOMPLICATO REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, MOBILE PHONE, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ECOMPLICATO, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Indemnification

You agree to defend, indemnify, and hold harmless Ecomplicato, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Platform.

13. Arbitration

  • Unless otherwise agreed by you and Ecomplicato (the “parties”), any controversy or claim arising out of or relating to these Terms or its existence, validity, breach or termination will be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as provided in this section.  The arbitration must be administered by the American Arbitration Association unless the parties mutually agree.  Any dispute as to whether a controversy or claim is subject to arbitration must be submitted and resolved as part of the arbitration proceeding.
  • Unless the parties agree to a lesser number of arbitrators, the arbitration will be conducted by three arbitrators, one arbitrator to be appointed by each party and the third arbitrator, who will be the chairperson, to be mutually appointed by the two appointed arbitrators. The arbitrators must be independent of the parties.  The language of the arbitration will be English.  Any counterclaims that a party does not bring in its first responsive filing will be barred.  The chairperson will be responsible for setting hearing dates and otherwise administering the arbitration. The panel must produce a reasoned, written decision as the basis for its award.  The panel must not award punitive or exemplary damages or any damages or other remedies that are not permitted under these Terms.  The award and other determinations of the majority of the arbitrators will be final and binding on the parties.
  • The costs of the arbitration will be shared equally by the parties, except that each party will be responsible for its own attorneys’ fees, costs, and expenses.
  • The arbitration will be governed by the laws of the state of Michigan and will be held in Ingham County in the state of Michigan. Judgment upon the award rendered may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement as the case may be.  The parties waive any right to appeal the arbitral award except to the extent a right to appeal may not be lawfully waived.  Each party maintains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures of protection pending arbitration; and (iii) to enforce any decision of the arbitrators, including the final award.  NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM WHICH IS NOT SUBJECT TO ARBITRATION OR ANY DISPUTE AS TO THE ENFORCEABILITY OF THIS ARBITRATION PROVISION, YOU AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN INGHAM COUNTY, MICHIGAN.
  • THE TERMS AND CONDITIONS MUST BE CONSTRUED AS IF THEY WERE JOINTLY WRITTEN BY BOTH PARTIES. YOU AND ECOMPLICATO AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  UNLESS BOTH YOU AND ECOMPLICATO AGREE OTHERWISE, THE ARBITRATORS MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.  IF THIS SUBSECTION IS FOUND TO BE INVALID, UNENFORCEABLE, OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

 

Notwithstanding anything to the contrary in these Terms, Ecomplicato may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14. Governing Law and Jurisdiction

All matters relating to the Platform and these Terms, and any dispute or claim arising from these Terms or related to these Terms (in each case, including non-contractual disputes or claims), will be governed by and interpreted by the laws of the state of Michigan without regard to its conflict of laws principles.

15. Geographic Restrictions

The owner of the Platform is based in the United States. We provide this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

16. Waiver and Severability

No waiver by Ecomplicato of any term or condition set out in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ecomplicato to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

17. Entire Agreement

The Terms and our Privacy Policy constitute the sole and entire agreement between you and Ecomplicato regarding the Platform and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

18. Changes to These Terms

We may update our Terms from time to time. We will notify you of any changes by posting the new Terms on this page. You are advised to review this page periodically for any changes. The date the Terms were last revised is identified at the top of the page. You are responsible for periodically visiting our Platform and reviewing the Terms to check for any changes.

19. Contact Us

If you have any questions or suggestions about our Terms, do not hesitate to contact us at info@ecomplicato.com.