Effective Date: November 17, 2023
All references to “you” or “your” in these Terms mean the person that registers for, accesses, or uses the Site, App, or the Services. If you use or access any of the Services on behalf of an entity or individual, you represent and warrant that you have the authority to bind that entity or individual. Our Services are not intended for those under the age of 13 – if you access our Services, you represent and warrant that you are at least 13 years of age.
From time to time, Sunbird may decide to modify, add, or delete portions of these Terms and will post those changes here. If Sunbird does so, your continued use of the Site, App or the Services after any such changes have been made means you agree to such changes. The amended Terms will automatically be effective when posted on this Site or App. In addition, Sunbird reserves the right to change and improve the features and functionality of the Services at any time, which includes adding, modifying or removing features and functionality of the Services, or updating how our Services are provided. Sunbird further reserves the right to suspend or terminate the Services for any reason or at any time.
3. Additional Terms and Conditions
In connection with your use of the Site, App and Services, you may occasionally be asked to consent to policies or terms and conditions in addition to these Terms. Please read any supplemental policies and terms carefully before making any use of such portions of the Site, App or Services. Any supplemental terms will not vary or replace these Terms regarding any use of our Site, App or Services unless otherwise expressly stated. To the extent that additional rules and guidelines affect your use of our Services, those rules and guidelines are incorporated by reference into these Terms.
4. Consent to Electronic Communications
By using the Site, App and our Services, you agree that we may communicate with you electronically regarding your use of the Site, App or Services and that any notices, agreements, disclosures or other communications that Sunbird sends to you electronically will satisfy any legal communication requirements including any requirement that the communications be in writing. To withdraw your consent from receiving electronic notices, please notify us at email@example.com.
5. Third Party Websites
Your correspondence or business dealings with, or participation in promotions of, advertisers or third parties found on or throughout the Site or App, including without limitation with respect to the payment and delivery of related products or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties and are not binding on us. You agree that we are not responsible or liable for any actions, losses, damages, liabilities, claims, judgments, costs or expenses of any nature or kind incurred as the result of any such dealings or as the result of the presence of such third parties on the Site or App, and you agree to indemnify us from and against any claims incurred as the result of any such dealings.
6. Prohibited Conduct
You may not access or use, or attempt to access or use, the Site, App or the Services to take any action that could harm us or any third party, interfere with the operation of the Site, App or the Services, or in a manner that violates any law(s). For example, and without limitation, you may not:
Violating the security of the Site, App or the Services is prohibited and may result in criminal and civil liability. We may investigate incidents involving such violations and may involve, and will cooperate with, law enforcement if a criminal violation is suspected. We may suspend or terminate our access to the Site or the Services for any or no reason at any time without notice.
Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Site or the Services or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations.
8. Account Creation
To access and use the Site, App or Services, we may require you to first register for an account (“Account”). You agree to provide accurate, current, and complete information during the registration process, and to update such information to keep it accurate, current, and complete. If you create an Account, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your registration, username, password, and/or Account. We therefore urge you not to share your Account credentials with anyone. We may, in our sole discretion, terminate your password, account (or any part thereof) or use of the Site or App at any time and for any or no reason. Sunbird will not be liable to you or any third party for any termination of your access to the Site or App. If your status as a user of this Site or App is terminated, you will (i) stop using the Site or App and any information obtained from the Site or App, and (ii) destroy all copies of your account information, password and any information obtained from this Site.
9. Use of Account; Risk of Loss
Sunbird reserves the right to refuse service, cancel product or service orders, terminate accounts, or remove or edit content, in its sole discretion. If you use a Sunbird account, you agree, represent and warrant that you will provide us with true, current, complete and accurate information in connection with your use of the Site, App and the Services. You also represent that you are using your account for a lawful purpose – you may not use your account or the Site, App or Services for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability. You also agree to notify us immediately of any unauthorized access to or use of your account.
You agree not to access the Site or App by any means other than through a commercially available web browser. You are not permitted to upload material onto the Site or App that you should know or do know infringes on the intellectual property rights of others, and you may not upload material that places unnecessary load so as to affect the performance of the Site or App, or Sunbird systems and equipment. You may not use the Site, App or Services in a manner that could block access to, impair, damage or otherwise disable Sunbird or any of our servers. You may not attempt to gain unauthorized access to the Site or to any other user’s accounts, computer systems, or networks through password mining, keystroke logging, hacking, or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files, or any other material or software that may damage the operation of another computer. All materials uploaded are subject to applicable federal, state, and international laws.
10. Submitted Materials
Please note that the transmission of confidential, sensitive, privileged and/or financial information via email is not secure. Any confidential or personal information requested by Sunbird should be submitted securely, via a file transfer protocol (FTP) or similar secure application. If you have any concerns about the transmission of such information, please contact our office by phone for further instructions.
Unless specifically requested, Sunbird does not wish to receive any confidential, proprietary, or trade secret information from you via the Site or App (including via contact email or forms made available on the Site or App). You remain fully responsible for the materials or submissions that you provide to use, including, without limitation, any information, requests, creative works, pictures, photographs, idea submissions, suggestions, business plans, concepts, methods, systems, designs, plans, techniques, or demos in any media including photographs, graphics, audiovisual media or other material submitted, posted, uploaded, sent or otherwise transmitted to us through this Site or App or via our social media (“Submitted Material”). Accordingly, if you send us any Submitted Material, you grant Sunbird a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferrable, assignable, and sub-licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, create collective works from, and distribute, perform, display, license and sublicense (through multiple levels) the Submitted Material in any media now known or hereinafter invented, including for commercial purposes. If you send Sunbird any Submitted Material, you also warrant that the Submitted Material is not confidential or secret and that the Submitted Material is owned entirely by you. If you send Sunbird any Submitted Material, you warrant that you have all rights necessary (including rights of privacy and rights of publicity) to authorize Sunbird to use Submitted Material as permitted by the license in this Section.
In addition to the rights applicable to any Submitted Material, when you post comments or reviews to the Site or App or via mentions in social media or third-party websites, you also grant us the right to use the name, username, or profile that you submit with any review, comment, or other content, in connection with such review, comment or other content. You shall not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Submitted Material, including reviews, comments or other content. We may, but shall not be obligated to, remove or edit any Submitted Material (including comments or reviews) for any reason.
You agree not to provide Submitted Material that:
Since Sunbird does not control the Submitted Material, we do not guarantee the truthfulness, integrity, suitability, or quality of the Submitted Material, and we do not endorse such Submitted Material. We are not obligated to use your Submitted Material and may delete, modify, reuse, move or remove any Submitted Material at any time. We do not guarantee any confidentiality with respect to any Submitted Material. Under no circumstances will Sunbird be liable in any way for Submitted Material made available through the Site, App or social media by you or any third party.
11. Intellectual Property
This Site contains content that is protected by copyrights, trademarks, service marks, trade dress, patents, moral right, or other proprietary rights under the intellectual property laws of the United States and other countries (“Content”), and that these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. Unless otherwise provided in these Terms or otherwise indicated on the Site or App, Sunbird or its third-party licensors own all Content on this Site or App including, without limitation, all videos, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel” and arrangement of such Content. All trademarks displayed on our Site or App are the trademarks of their respective owners and constitute neither an endorsement nor a recommendation of such parties. In addition, any use of trademarks or links to the websites of third parties is not intended to imply that those third parties endorse or have any affiliation with Sunbird.
Your use of this Site shall not grant you any claim of ownership over any Content, and you agree to comply with all applicable intellectual property laws. You may print copies of the Content, provided that these copies are made only for personal, non-commercial use, and provide that you maintain any notices contained in the Content, or maintained by the licensor or author, such as all copyright notices, trademark legends, attributions, by-lines, or other proprietary rights notices. You may provide a link to the top page of the Site or App unless and until Sunbird gives you notice that you must discontinue linking to the Site or App. You may not publish, reproduce, distribute, display, perform, modify, transmit, participate in the sale of or transfer or, or create derivative works based on any Content, including the Sunbird name and logo, in whole or in part, without our prior written consent. You may not store electronically any significant portion of any Content from the Site or App. The use of Content from the Site or App on any other site, including by linking or framing, or in any networked computer environment, for any purpose, is prohibited without Sunbird prior written approval.
For permission to use Content from the Site or App or from marketing material authored and distributed by Sunbird, you must request written permission in advance and provide full attribution. Permission should be requested by contacting firstname.lastname@example.org.
12. Claims of Infringement
Sunbird respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Sunbird will respond expeditiously to notices of alleged copyright infringement that are duly reported to its Designated Copyright Agent identified in the notice below. Sunbird will disable and/or remove access to the website for users who are repeat infringers. If you believe that your content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Sunbird Copyright Agent the following information:
DMCA Notice of Alleged Infringement (“Notice”)
Sunbird Messaging Inc.
While Sunbird considers all such notices seriously, you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content or activity is infringing. Accordingly, if you are uncertain whether material infringes your copyrights (including whether use of copyrighted material may constitute fair use) you may wish to seek the advice of an attorney.
You agree to defend, indemnify, and hold harmless Sunbird, its affiliates, related entities, divisions, subsidiaries, or parent companies, its officers, directors, employees, affiliates and agents from and against any claims, losses, damages, fines, penalties or other liabilities in any way associated with: (i) your use of and access to the Site, App or Services; (ii) your violation of any of these Terms; and (iii) your violation of any third party right including any copyright, trademark, trade secret, or privacy right related to your User Content (as applicable), use of the Site or App, or any other use of the Site, App or the Services using your computer, mobile device, or account credentials.
YOUR USE OF THE SITE OR APP IS AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE OPERATION OF THE SITE OR APP OR THE INFORMATION, MATERIALS, GOODS OR SERVICES APPEARING OR OFFERED ON THE SITE OR APP, ALL OF WHICH ARE PROVIDED “AS IS.” WITHOUT LIMITED THE GENERALITY OF THE FOREGOING, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY (1) WARRANTIES OF MERCHANTABILITY AND FITENESS FOR A PARTICULAR PURPOSE; (2) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OR ANY RIGHT OF PRIVACY; (3) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITE, APP OR THE SERVICES; (4) WARRANTIES RELATING TO THE COMPLETENESS, ACCURACY, RELIABILITY, CORRECTNESS OR CURRENCY OF ANY INFORMATION ON THIS WEBSITE OR OTHERWISE BY US; (5) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US OR ANY THIRD PARTY; AND (6) WARRANTIES OF TITLE. FURTHER, SUNBIRD DOES NOT WARRANT THAT THE SITE, APP OR THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, THAT (1) THE SITE, APP, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED; (2) THE SITE, APP OR ANY EMAIL WE SEND YOU, OR THE SERVER THAT MAKES THE SITE, APP OR EMAILS AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR DEVICE OR OTHER PROPERTY BECAUSE OF YOUR ACCESS TO, USE OF, OR BROWSING ON THE SITE OR APP OR YOUR DOWLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE OR APP. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
15. Limitation of Liabilities
TO THE FULLEST EXTENT PERMITTED BY LAW: IN NO EVENT WILL SUNBIRD (OR ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, RELATED ENTITIES, JOINT VENTURES AND EMPLOYEES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE OR APP) BE LIABLE FOR DAMAGES OR LOSSES, INCLUDING BUT NOT IMITED TO CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE USE OR INABILITY TO USE THE SITE, APP OR SERVICES, OR CONTENT INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND EVEN IF SUNBIRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SUNBIRD’S AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, RELATED ENTITIES, JOINT VENTURES AND EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR THE SERVICES (WHETHER IN CONTRACT, TORT NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED $100. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR APP MUST BEGIN WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTIAL OR CONSEQUENTIAL DAMAGES, SUNBIRD’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUNBIRD DISCLAIMS ALL LIABILITY OF ANY KIND ARISING FROM THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION. IF YOU ARE DISSATISIFIED WITH THE SITE OR APP, YOUR SOLE REMEDY IS TO STOP USING THE SITE OR APP.
If you have a dispute with us or one or more users of the Site, App or the Services, you release Sunbird (and its officers, directors, affiliates, 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 disputes.
You expressly acknowledge and agree that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides: A GENERAL RELEASE DOES NOT EXTENT TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Sunbird reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms and your access to all or any part of the Site, App or the Content or Services, at any time and for any reason without prior notice or liability. You may terminate these Terms by discontinuing your use of the Services and access to the Site or App. Sunbird also reserves the right, in its sole discretion, to cease providing the Site, App or Services at any time.
If any provision of these Terms is held in whole or in part to be invalid, void, or unenforceable in any jurisdiction for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in full force and effect.
19. Applicable Law; Jurisdiction
These Terms will be governed by the laws of the United States and the State of New York, as applicable, without resort to any conflict of laws provisions. By using the Site or App, you waive any claims that may arise under the laws of other countries or territories.
20. Dispute Resolution; Class Action and Jury Trial Waiver
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis and neither you nor Sunbird will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. To the extent permitted by law, any claim or dispute under this agreement must be filed within one year in an arbitration proceeding, regardless of any statute or law to the contrary. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute is not filed within one year, it is permanently barred. If any other provision of this section is found to be illegal or unenforceable, that provision will be severed, with the remainder of this section remaining in full force and effect.
You agree that Sunbird is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these Terms pending a final arbitral decision, and you and Sunbird understand that you are NOT required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Any disputes that are not handled by arbitration shall be filed only in the state and federal courts located in New York County, New York, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.
You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. Sunbird may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Terms. Nothing in this Agreement constitutes a partnership or joint venture between you and Sunbird. Sunbird does not guarantee continuous, uninterrupted or secure access to this Site, App or the Services, and operation of the Site or App may be interfered with by numerous factors outside of its control. Sunbird’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms set forth the entire understanding and agreement between you and Sunbird with respect to the subject matter hereof. Sections 6 (Prohibited Conduct); 7 (Security); 10 (Use of Account; Risk of Loss); 11 (Submitted Materials); 12 (Intellectual Property); 14 (Indemnification); 15 (Disclaimers); 16 (Limitation of Liabilities); 17 (Release); 19 (Severability); 20 (Applicable Law; Jurisdiction); 21 (Dispute Resolution; Class Action and Jury Trial Waiver) and 22 (General) survive any termination or expiration of this Agreement. Additionally, any provision that was, by its nature, intended to survive termination of these Terms will so survive.
22. ADA Compliance Notice
We are committed to making the website’s content accessible for all. If you are having difficulty accessing, viewing, and/or navigating the content on the website, or if you notice any content, feature, or functionality that you believe is not fully accessible to people with disabilities, please contact using the information in the Contact Us section below with “Website Access” in the subject line and provide a description of the specific feature you feel is not fully accessible or a suggestion for improvement. We take your feedback seriously and will consider it as we evaluate ways to accommodate all our customers and our overall accessibility policies.
23. Contact Us
If you have questions about these Terms or the Services, you may contact us as follows: