Terms of Use

Effective date: 2024-01-08

Welcome to Polar. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at: [email protected]. These Terms of Use (the “Terms”) are a binding contract between you and POLAR SOFTWARE INC. (“Polar,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy https://polar.sh/legal/privacy.

Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at polar.sh, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Polar takes the privacy of its users very seriously. For the current Polar Privacy Policy, please refer to https://polar.sh/legal/privacy

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at [email protected].

What are the basics of using Polar?

You may be required to sign up for an account, select a password and user name (“Polar User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Polar User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by GitHub. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (for example, Contributors must comply with all laws that relate to the Contributor Services (as defined below)). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your Polar User ID, account or password with anyone, and you must protect the security of your Polar User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Polar User ID and account.

Connecting Contributors and Customers (Backers)

Polar connects those who are looking to subscribe to, sponsor, and otherwise support open source software projects (“Customers” or “Backers”) with those (“Contributors”) who create, maintain and/or contribute to those open source software projects (“Contributors Services”).

When we use the word “you” in these Terms, it refers to any user, regardless of whether he or she is a Contributor or Customer, while if we use one of those specific terms, it only applies to that category of user.

Polar uses reasonable efforts to vet each potential Contributor. Polar is only responsible for connecting Contributors and Customers, and can’t and won’t be responsible for making sure that Contributor Services are actually provided or are up to a certain standard of quality. Polar similarly can’t and won’t be responsible for ensuring that information (including credentials) a Customer or Contributor provides about himself or herself is accurate or up-to-date. We don’t control the actions of any Customer or Contributor, and Contributors aren’t our employees.

Contributors are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Polar. Polar does not offer the Contributor Services and does not employ individuals to perform the Contributor Services. You hereby acknowledge that Polar does not supervise, direct, control or monitor the Contributor Services and expressly disclaims any responsibility and liability for the Contributor Services, including but not limited to any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.

A contribution of code, documentation, or other software engineering work to an open source project that has been sponsored through Polar (a “Contribution”) will be considered complete, and the Contributor will receive payment for their Contribution, when a Contributor marks the Contribution as complete through Polar. Customers may dispute the completeness or adequacy of a Contribution to an open source project by submitting a dispute through Polar. In this case, Polar may choose to personally review the completeness of the Contribution. Polar may decide that the Contribution does not meet the reasonable expectations of the Customer and may, at its discretion, refund the customer in full or in part for the incomplete Contribution. In this case, Polar reserves the right to require appropriate remedial action from the Contributor before releasing any due payment to the Contributor or before permitting the Contributor to make any more Contributions to Polar. Polar may also decide that the Contribution made by the Contributor is adequate, and may reject the Customer’s dispute. In either case, Polar’s ruling on the matter will be final and neither party will have a right to submit additional disputes on the same Contribution nor to appeal their initial dispute.

Customers and Contributors agree not to directly or indirectly, in any manner solicit, or otherwise, encourage or influence other Customers or Contributors to provide payment for Contributor Services outside of the Services in any manner, without the prior written consent of Polar. Violation of the foregoing sentence will be considered a material breach of this Agreement, and constitutes grounds for suspension or termination of access to the Services.

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Polar sends you (for example, via email). When signing up for the Services, you can always customize which messages you want to receive from us via your settings within the Polar dashboard for connected accounts.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

infringes or violates the intellectual property rights or any other rights of anyone else (including Polar);
violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Polar;
is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
jeopardizes the security of your Polar User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);
attempts, in any manner, to obtain the password, account, or other security information from any other user;
violates the security of any computer network, or cracks any passwords or security encryption codes;
runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
copies or stores any significant portion of the Content; or
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Are there any terms specific to me as a Contributor?

Contributors agree not to collect any information from or relating to Customers (“Customer Information”), whether via the Services, in the course of performing Contributor Services, or otherwise, beyond what is necessary to perform the Contributor Services for the applicable Customer from or about whom such Customer Information was collected. Contributors must collect, use, maintain, and transmit all Customer Information in compliance with all applicable laws. Contributors agree not to attempt to reverse engineer or discover the Customer Information of anonymous Customers. Customers may elect to make certain Customer Information available with respect to one or more specific project sponsorships. Contributors agree not to use any Customer Information beyond what is reasonably necessary to perform the Contributor Services for such applicable Customer in the context of the Polar platform. Any other uses of Customer Information must be explicitly agreed to by the applicable Customer, and Polar is not responsible or liable for any such use.

For all Contributions, Polar reserves the right to add publicly visible markings indicating that the Contribution has been added through Polar unless you have opted out of this in your Polar settings. Contributors also grant Polar the right to publicly share the existence and content of their Contributions for marketing and promotional purposes.

Rights to Contributions

Customers acknowledge that their participation in the Services will sponsor Contributions to open source software projects and that they will not obtain any intellectual property rights to any of the products of the Services or any Contributor Services.

Customers and Contributors acknowledge that, except as may be otherwise agreed between Customers and Contributors (which agreement may occur via premium and/or dedicated Contributor Services features on the Services, to the extent available) Contributions to open source projects will be added to those projects under the same license that applies to the project repository as a whole (and each Contributor hereby grants all licenses to their Contributions necessary to effect the foregoing).

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Polar's) rights For clarity, certain Content made available through the Services may be subject to specific or additional licenses provided with such Content (“Additional Licenses”) (e.g., certain code available at our open source repository (https://github.com/polarsource/polar)) is licensed under the Apache 2.0 license).

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us (which may be provided in an Additional License). You understand that Polar owns the Services. Without limiting any rights granted under Additional Licenses, you won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Polar. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Polar is not responsible for such risks.

Polar has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Polar will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Polar is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Polar, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend 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 and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Will Polar ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

Paid Services. Certain of our Services are subject to payments now or in the future (the “Paid Services”) such as paid subscriptions or pledges/sponsorship for Contributions or other benefits (“Pledges”), in addition to other services, as stated in our then-current FAQ (the current version of which is at https://docs.polar.sh/support/faq), which is hereby incorporated into these Terms . Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.
Service Fees. Payment for Pledges by Customers are subject to a non-refundable Service Fee. Polar shows this fee and its amount at checkout and before payment is submitted. Our Service Fee is to cover all costs incurred by Polar to charge, hold and transfer pledges for Contributions, and are incurred to Polar irrespective of whether the Contribution is successful or not which is why we cannot offer a refund.
Billing & Payouts. When we bill you for use of the Services, we use a one or more third-party payment processors (each a “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”). When we pay you in connection with the Services, we likewise use the Payment Processor to make payment to you through a payment account linked to your account on the Services (your “Receiving Account”). The processing of payments from Customers or to Contributors will be subject to the terms, conditions and privacy policies of the applicable Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor, but we reserve the right to make use of other Payment Processors. You can see more information on our current Payment Processors on our Payment Processor Page https://docs.polar.sh/payments-taxes, which is incorporated into these Terms. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. By providing Contributions through Polar, you accept that payments from Polar will only be made through the Payment Processor less our fees and Payment Processor fees to a Receiving Account. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

If you are paid through Stripe Connect, the following terms apply to your use of the Services:
1. Certain payment processing services for Contributors on Polar are provided by Stripe via Stripe Connect, and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Contributor on Polar, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Polar enabling payment processing services through Stripe via Stripe Connect, you agree to provide Polar accurate and complete information as requested, and you authorize Polar to share it and transaction information related to your use of the payment processing services provided by Stripe.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS https://polar.sh/settings.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT AND RECEIVING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT AND RECEIVING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS https://polar.sh/settings. IF YOU FAIL TO PROVIDE OR KEEP UP TO DATE ANY OF THE FOREGOING INFORMATION, YOU ACKNOWLEDGE THAT POLAR MAY NOT BE ABLE TO ACT AS YOUR MOR(defined below), AND MAY TERMINATE YOUR ACCOUNT AS NECESSARY. YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes, VAT, GST, HST or other tax applicable charges), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for Paid Services. Unless you opt out of auto-renewal for any future subscriptions, which can be done through your account settings https://polar.sh/purchases, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings https://polar.sh/purchases. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS https://polar.sh/purchases OR TERMINATE YOUR POLAR ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, POLAR WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Taxes and Expenses. You will be responsible for any expenses you incur or income tax you owe in connection through participation in the Services. In order to satisfy our tax obligations, we collect tax identification information and, in certain circumstances, report this information and earnings to tax authorities as legally required. We are additionally responsible for a number of transactional taxes across the world. Where possible, we may act as the Merchant of Record (“MoR”) for transactions you make through the Services, meaning that we will take responsibility for accepting and processing payments made by Backers to Contributors. In cases where we act as the MoR, we will collect and remit any relevant Valued Added Tax, Goods and Services Tax, and other local service or sales taxes (collectively referred to as “VAT”) on Contributor’s behalf. Where we act as the MoR, we will calculate and collect any applicable VAT for all amounts paid by Backers and remit it to relevant government authorities. The amount of VAT that Backers and/or Contributors will owe will depend on their location and other factors. You agree that you will provide us with any information and documents for accurate tax determination and compliance, where and as we request or as otherwise required. If you fail to provide up to date and accurate tax information, we reserve the right to suspend payments to your account and/or to terminate your account. You can see, and make updates to, your tax documentation by visiting your Polar account https://polar.sh/settings. Our ability to handle VAT for you may be limited by your country of residence or by other factors. We reserve the right to decline to act as the MoR for any user for any reason, or for no reason at all. To see more information on how Polar handles VAT for you, as well as potential restrictions and Polar’s VAT number, please see more information on our Tax Policy Page https://docs.polar.sh/merchant-of-record/tax. Polar intends to comply with all applicable tax information reporting and tax withholding laws that Polar reasonably determines in its judgment apply to these payments Polar will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party will reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax laws or treaties. This includes you providing to Polar adequate information required under applicable laws, such as IRS Forms W-8, W-9, EU VAT registration numbers or other information to establish exemptions from withholding. You will also be responsible for complying with any third-party payment processor’s terms and conditions regarding tax withholding and reporting, if applicable. Furthermore, Polar reserves the right to suspend payments to your account until you provide Polar with adequate documentation or information required under applicable laws for Polar to determine any applicable tax withholding or reporting obligations that apply to the payments under these Terms.

What if I want to stop using the Services?

You’re free to do that at any time by contacting us at [email protected]; please refer to our Privacy Policy https://polar.sh/legal/privacy , as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Polar is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Polar has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Customer who believes that a Contributor may be in breach of these Terms is not able to enforce these Terms against that Contributor.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

If you have deleted your account by mistake, contact us immediately at [email protected] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

Can I refer other users?

From time to time Polar may offer rewards or incentives for referring others to the Services. The referring user (“Referrer”) may refer individuals or entities who are neither current customers of Polar nor registered users of the Services (“Referee”). A registered user is a person or entity that already has an existing account with Polar. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account or making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. Polar reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at Polar's discretion for any reason or for no reason whatsoever. If Polar determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Polar reserves the right to (a) revoke any rewards or incentives issued to either Referrer or Referee and/or (b) charge the Referrer or Referee for any rewards or incentives (1) used by Referrer or Referee prior to such revocation or (2) issued by Polar to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.

What else do I need to know?

Warranty Disclaimer. Polar and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Polar and all such parties together, the “Polar Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Polar Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Polar Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Contributor Services. THE SERVICES AND CONTENT ARE PROVIDED BY POLAR (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE POLAR PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO POLAR IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the Polar Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Polar's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

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 Delaware, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Polar and limits the manner in which you can seek relief from Polar. Both you and Polar acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Polar'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 San Francisco, 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. Polar will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Polar will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or Polar may assert claims, if they qualify, in small claims court in San Francisco, 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.

(d) Waiver of Jury Trial. YOU AND POLAR WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Polar 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 Polar over whether to vacate or enforce an arbitration award, YOU AND POLAR 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 Polar 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: Polar Software Inc. 548 Market St PMB 61301 San Francisco CA 94104-5401 US postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, 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 Polar 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 Polar agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco, 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 Polar.

Miscellaneous. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Polar agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Polar, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Polar, and you do not have any authority of any kind to bind Polar in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Polar agree there are no third-party beneficiaries intended under these Terms.