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Limitation of Liability

Effective Date: January 1, 2025

This Limitation of Liability policy outlines the extent to which #divisions (the "Company," "we," "us," or "our") may be held liable to you or other parties in connection with our platform, software, services, documentation, and related offerings (collectively, the "Services"). By accessing or using the Services, you acknowledge that you have read, understood, and agreed to these terms. If you do not agree, do not use the Services.

1. Scope & Application

This policy applies to all individuals, entities, and organizations that register, access, or utilize the #divisions Services, including but not limited to free-tier users, subscribed clients, API consumers, and enterprise partners. The limitations set forth herein are integrated into our Terms of Service, Data Processing Agreements, and any executed Master Service Agreements (MSAs).

2. No Warranties

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by applicable law, #divisions expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to:

  • Warranties of merchantability, fitness for a particular purpose, or non-infringement.
  • Guarantees of uninterrupted, secure, error-free, or continuous operation.
  • Accuracy, reliability, or completeness of output, data analytics, AI-generated insights, or system recommendations.

We do not guarantee that the Services will meet your specific requirements or that defects will be corrected. Any reliance on the Services is solely at your own risk.

3. Exclusion of Damages

In no event shall #divisions, its directors, employees, affiliates, contractors, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any damages for loss of profits, revenue, data, goodwill, or other intangible losses, resulting from:

  • Your access to, use of, or inability to access or use the Services.
  • Any conduct or content of any third party on the Services.
  • Unauthorized access, use, or alteration of your transmissions or content.
  • Any other matter relating to the Services, even if expressly advised of the possibility of such damages.

4. Liability Cap

Notwithstanding anything to the contrary, #divisions' total aggregate liability to you for any and all claims arising out of or related to this policy, the Terms of Service, or the Services shall be strictly limited to the greater of:

  • The total fees actually paid by you to #divisions for the specific Service giving rise to the claim in the twelve (12) months immediately preceding the date the claim arose; or
  • $500 USD (if you are on a free or trial tier).

This cap applies regardless of the legal or equitable theory upon which liability is asserted, including contract, tort, strict liability, negligence, or breach of statutory duty.

5. Indemnification

You agree to defend, indemnify, and hold harmless #divisions and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, expenses (including reasonable attorneys' fees), and other costs arising out of or in any way connected with:

  • Your violation of this policy or the Terms of Service.
  • Your misuse of the Services or violation of applicable laws, regulations, or third-party rights.
  • Your User Content, including data, models, or integrations deployed via our platform.

6. Third-Party Services & Integrations

The Services may include links to, or integrations with, third-party platforms, APIs, or tools. These third-party offerings are not endorsed, controlled, or operated by #divisions. We provide no warranties regarding third-party services, and you acknowledge that third-party providers have their own terms, privacy policies, and liability limitations. Use of such services is at your own risk.

7. Jurisdictional Exceptions

Note: Some jurisdictions do not allow the exclusion or limitation of implied warranties, consequential damages, or incidental damages. If applicable to your jurisdiction, the above limitations and exclusions may not apply to you, and our liability shall be limited only to the fullest extent permitted by the laws of your governing jurisdiction.

Notwithstanding the foregoing, nothing in this policy waives our liability for death or personal injury caused by our negligence, fraud, gross negligence, or willful misconduct, where such limitation is prohibited by law.

8. Governing Law & Dispute Resolution

This Limitation of Liability policy, and any claims related to the subject matter hereof, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any disputes arising under this policy that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and you hereby consent to personal jurisdiction and venue therein.

9. Contact Information

If you have questions about this Limitation of Liability policy, our Terms of Service, or your rights under applicable law, please contact our legal team at:

Legal & Compliance Department
Email: legal@divisions.io
Mailing Address: #divisions Inc., 200 Innovation Drive, Suite 400, Wilmington, DE 19801, USA

We reserve the right to modify this policy at any time. Material changes will be communicated via email or prominent notice on the platform. Your continued use of the Services constitutes acceptance of any revised terms.