Legal - Terms of Service (Website)

Last Updated: February 22, 2024

goTenna, Inc. (“goTenna,” “we,” “us,” or “our”) welcomes you. We are really excited that you have decided to access and use our website located at www.gotenna.com (“Site”).

By browsing, accessing or using the Site, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and the Privacy Policy (http://www.gotenna.com/pages/privacy-policy) (the “Agreement”). If you do not agree to any part of the Agreement, then please do not use or access the Site. Capitalized terms not defined in these Terms of Use shall have the meaning set forth in the Privacy Policy.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

goTenna. We are the premiere provider of goTenna, small, rugged tactical communications devices (including the operating system and firmware embedded therein) and deployment kits (collectively, the “Products”) that use our mobile apps to pair with users’ smartphones, enabling users to communicate directly with other users without wireless service. If you purchase the Product on our Site, your purchase is governed by our Terms of Sale at gotenna.com/pages/terms-of-sale and the Product Terms of Use and Limited Warranty https://gotenna.com/pages/terms-of-use-product.

Estimates. You may obtain a price estimate for certain Products by filling out the consumer web form on our Site. Our pricing is valid for 60 days from the date the estimate is provided to you and is subject to change upon the expiration of such time period. We are not liable to you or any third party, under any circumstances or for any reason, with respect to our estimates or your use thereof or reliance thereon.

Visitors. Visitors to our Site are able to explore the Site for informational purposes and can view all content and access all publicly-available features and functionality on the Site, and contact us through the “contact us” link on the Site.

Guidelines. All visitors to the Site shall comply with the following guidelines (“Guidelines”).

You will comply with all applicable laws in your use of the Site and will not use the Site for any unlawful purpose;
You will not access or use the Site to collect any market research for a competing business or create (or attempt to create) a competing service;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not interfere with, or attempt to interrupt the proper operation of, the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content (as defined below), data, files, or passwords related to the Site through hacking, password or data mining, or any other means;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Site;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Site;
You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Site, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
You will not upload, post, e-mail, transmit, or otherwise make available any User Content (as defined below) that:

infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

If you find something that violates our Guidelines, please let us know and we will review it.

Intellectual Property. The Site contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material (collectively referred to as the “Content”) provided by us or on our behalf. The Content includes Product descriptions. The Content may be owned by us or by our third party licensors. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.

No other use is permitted without our prior written consent. goTenna and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of these Terms of Use, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of goTenna (“goTenna Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of goTenna. Other company, product, and service names used and displayed on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the goTenna Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the goTenna Trademarks inures to our benefit.

Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

Procedure for Claims Under the Digital Millennium Copyright Act. We respect the intellectual property rights of others and attempt to comply with all relevant laws, and expect our users to do the same. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws. We may, in appropriate circumstances and at our discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property of a third party.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any notification of claimed infringement, which may be given under that Act is as follows:

101 Hudson Street
Suite 1701
Jersey City, NJ 07302

Emily Eckert

Email: dmca@goTenna.com

If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

User Content. The Site may provide you and other users with the ability to send messages to or for other users and non-users, and/or post content (collectively, "User Content"). We are under no obligation to review any User Content and assume no responsibility or liability relating to any such User Content. Notwithstanding the above, we may from time to time monitor the User Content, and reserve the right to remove or take down, in our sole and absolute discretion, any User Content. You expressly acknowledge and agree that you are responsible for any User Content you submit through the Site, including the legality, reliability, appropriateness, originality and copyright of any such User Content and that by posting User Content, there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personal information that you may make available. YOU, AND NOT GOTENNA, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SITE.

You retain all copyrights and other intellectual property rights in and to your User Content. With respect to any User Content you submit or make available through the Site, you grant us and our sublicensees a perpetual, irrevocable, non-terminable, worldwide, royalty-free, transferable and non-exclusive license, with the right to sublicense through multiple tiers, to use, copy, distribute, publicly display, modify, adapt, publish, create derivative works, publicly perform, and otherwise use or exploit (including for profit) and sublicense such User Content or any part of such User Content, and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.

If you submit User Content to us, each such submission constitutes a representation and warranty to goTenna that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that it and its use by goTenna and its content partners as permitted by these Terms does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content, or any other content that violates our Guidelines. Please take care with the User Content that you provide.

Communications to Us. Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and the Site that incorporate such information without compensation or attribution to you.

Warranty Disclaimer. YOU ACKNOWLEDGE THAT GOTENNA DOES NOT REPRESENT OR WARRANT THAT THE CONTENT AND ANY OTHER DATA OR INFORMATION PROVIDED THROUGH THE SITE WILL BE ACCURATE OR COMPLETE. YOU ACKNOWLEDGE THAT THE SITE MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE SITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SITE OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE SITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

Limit of Liability. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITE OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES NOT ATTRIBUTABLE TO PERSONAL INJURIES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE OR THE CONTENT SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS (US $50).

External Sites. The Site may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

Representations, Warranties and Indemnification. You hereby represent, warrant, and covenant that (i) You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder; (ii) Use of your User Content in the manners contemplated in these Terms shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and (iii) You shall not submit to the Site any User Content that violates our Guidelines set forth above or any other term of these Terms of Use.

You agree to defend, indemnify, and hold us and our owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (x) your breach of the Agreement; (y) your misuse of the Content or the Site; and/or (z) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

Compliance with Applicable Law. The Site is based in the United States. We make no claims concerning whether the Site or any Content may be downloaded, viewed, or be appropriate for use outside of the United States. We also make no claims concerning whether any Product is appropriate for sale outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Changes to the Site. These Terms of Use are effective as of the date stated above. We may change these Terms of Use from time to time, at any time and without prior notice. Any such changes will be posted on the Site. By accessing the Site after we make any such changes to the Terms of Use, you are deemed to have accepted such changes. Please refer back to these Terms of Use on a regular basis. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Site.

Termination. We reserve the right, in our sole discretion, to deny, restrict, suspend, or terminate these Terms of Use and your access to the Site or any part thereof, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.

Controlling Law. This Agreement and any action related thereto will be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New Jersey; and (ii) that the Site shall be deemed passive and does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New Jersey. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, THE CONTENT, ANY PRODUCT, OR OTHERWISE ARISING OUT OF RELATED TO THESE TERMS, OR GOTENNA’S SERVICES MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Binding Arbitration. In the event of a dispute arising under or relating to these Terms of Use, the Content, the User Content, or the Site (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in the Equitable Relief Section below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Equitable Relief. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement and without posting a bond, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Delaware for purposes of any such action by us.

Miscellaneous. If any provision of these Terms is found to be invalid by any court having competent jurisdiction or terminated in accordance with the termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of these Terms, which shall remain in full force and effect: “Intellectual Property,” “Communications with and Submissions to US,” “Warranty Disclaimer, “Limit of Liability,” “Representations, Warranties and Indemnification,” “Termination,” “Compliance with Applicable Laws,” “Controlling Law,” “Binding Arbitration”, “Equitable Relief” “Class Action Waiver,” and “Miscellaneous.”

Our failure to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by goTenna and you in writing, these Terms constitute the entire agreement between you and goTenna with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees.

How to Contact goTenna. If you have any questions or comments about these Terms of Use or the Site, please contact us by email at support@gotenna.com. You also may write to us at: goTenna Inc., 101 Hudson Street, Suite 1701, Jersey City, NJ 07302