You represent and warrant that you have the right and power to enter into this Agreement with us. If you use the Services on behalf of an organization, you represent, warrant, and covenant that you have the authority to bind the organization to this Agreement, and in such case, “you” and “your” in this Agreement will refer to that organization. If you are not an individual, you represent, warrant, and covenant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into this Agreement, and that your agent(s) are duly authorized to bind you to this Agreement.
ANY PURCHASED SUBSCRIPTIONS UNDER THIS AGREEMENT AUTOMATICALLY RENEW UNLESS CANCELLED AS PROVIDED IN SECTION 3 BELOW OR OTHERWISE TERMINATED. YOU AUTHORIZE US TO AUTOMATICALLY BILL YOUR CREDIT OR DEBIT CARD FOR APPLICABLE SUBSCRIPTION FEES, INCLUDING FOR ANY AUTOMATIC RENEWALS, AS PROVIDED IN SECTION 7 BELOW.
1. Privacy Notice.
To understand how we collect, use, and safeguard the information you may provide to us via the Services, including personal information, please review our Privacy Notice. By your use of the Services, you acknowledge that you have read and understand the practices contained in our Privacy Notice.
- Accounts and Credentials. You must use an email address that is both active and actively monitored by you to create an account on or using the Services. If you create an account on or using the Services, you are responsible for maintaining the confidentiality and accuracy of that account information and password, and for protecting and restricting access to such information. If you hold a “Super User” account on the Services, you have the ability to provision “Secondary User” accounts (which have their own separate login credentials) to access and use the Services on your behalf, you are fully responsible for all activities that occur through or using such Secondary User accounts as though they were your own, and the terms “you” and “your” herein shall be deemed to apply to you and any Secondary Users you provision. Accounts and passwords may not be shared and may only be used by one individual per account. You understand and agree that you are responsible for all activities that occur using your account or password, whether or not you authorized such activity. Note that if a Super User account is disabled or deleted, associated Secondary User accounts will also be disabled or deleted.
To use the Services, you must create an account on the Services and select a subscription. We offer a range of subscription tiers, which may be offered at no cost or billed annually or monthly in accordance with the terms of the applicable subscription tier.
- Automatic Renewal. By subscribing to the Services, you understand and agree that your subscription will automatically renew, and your credit or debit card on file will be automatically billed for each such renewal, as follows:
- Annual Subscriptions. Annual subscriptions shall automatically renew on the anniversary of the date you first purchased (or upgraded) to the applicable annual subscription unless and until terminated in accordance with the Agreement or you elect to cancel or downgrade as provided herein.
- Monthly Subscriptions. Monthly subscriptions will automatically renew each month in accordance with the subscription tier terms, unless and until terminated in accordance with the Agreement or you elect to cancel or downgrade as provided herein.
- Upgrading Subscriptions. You may upgrade your subscription tier at any time through the Services by purchasing an upgraded subscription tier through your account on the Services, and you will receive credit for any unused portion of prepaid amounts as follows:
- Annual Subscriptions. If you wish to upgrade your subscription tier from one annual plan to another annual or monthly plan, you must purchase a new subscription at the price for the upgraded subscription tier. We will credit any unused amounts prepaid for the current annual subscription towards the cost of the new subscription (so, for example, if you pay for an annual subscription and decide to upgrade to another annual plan after three months, we will credit the amounts you prepaid for the remaining nine months towards your new 12-month subscription; if you decide to upgrade to a monthly plan after three months, we will credit the same amounts prepaid towards your monthly payments until used up).
- Monthly Subscriptions. If you wish to upgrade your subscription tier from one monthly plan to another monthly or annual plan, you must purchase a new subscription at the price for the upgraded subscription tier, and any amounts paid for the current month will be credited towards the monthly or annual fees for the upgraded subscription tier.
- Cancellation and Downgrades. You may cancel and/or downgrade your subscription tier prior to the end of a billing cycle. If you do, you will continue to have access to the Services at your current subscription tier throughout the remaining billing cycle, after which time your account will downgrade to the appropriate subscription tier.
- Automatic Renewal. By subscribing to the Services, you understand and agree that your subscription will automatically renew, and your credit or debit card on file will be automatically billed for each such renewal, as follows:
- License. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable (except as provided below pursuant to the EULA), non-transferrable worldwide license to access and use the Services solely in accordance with this Agreement. Except as explicitly provided in this Section, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Services, including any related intellectual property rights.
- Display of EULA and Privacy Notice.Each survey made available to third parties and visitors (“End Users”) will contain, and you shall not remove or obscure, the end user license agreement and the Acceptable Use Policy provided by us (collectively, the “EULA”) and a notice of your privacy practices (“Your Privacy Notice”). Your Privacy Notice shall comply with all applicable laws, rules, regulations, and guidance (collectively, “Law” or “Laws”), be accurate and complete, reflect your privacy practices, and permit all of our activities contemplated hereunder. The current EULA may be found here.
- Compliance. You represent, warrant, and covenant that: (i) all contact information and communications you provide with respect to the Services, including without limitation billing information, email addresses, email headers and subject lines, and the contents of surveys and communications relating to the Services, are complete, accurate, current, and not deceptive or misleading; and (ii) you will comply with the terms of the EULA, Your Privacy Notice, and any other terms and disclosures posted on the Services and your survey pages.
5. Restrictions on Use.
You represent and warrant that you will comply with all Laws. When using the Services, you agree that you shall not, and shall not permit any third party to:
- Except, and solely to the extent expressly permitted under the Agreement, copy, reproduce, modify, use, republish, upload, post, transmit, sell, resell, license, rent, lease, lend, otherwise distribute or commercially exploit in any way, decompile, reverse engineer, disassemble, otherwise attempt to derive source code from, or modify or create copies of or derivative works based on, the Services;
- Purchase, use, or access the Services for a competitive purpose, including without limitation building a competitive service;
- Use the Services to collect, access, use, or process Restricted Information (as defined below) without obtaining prior written authorization from us;
- “Frame” or use the Services or any Materials in any way that might confuse, misdirect, or misrepresent their source, or sponsorship or affiliation thereof or therewith;
- Use any robot, spider or other automatic device, manual process or application or data mining or extraction tool to access, monitor, copy or use the Services or any Materials, register accounts, or create or provide Materials;
- Bypass, circumvent, or attempt to bypass or circumvent, any security measures, access methods, or account restrictions;
- Take any action that interferes with the normal operation of the Services;
- Take any action that imposes an unreasonable or disproportionately large load on the Services or on us or our service providers;
- Unless expressly authorized by us in writing, probe, scan, or test the vulnerabilities of our Services, systems, or networks;
- Take any action in connection with your use of Services or Materials that violates any Law or order of any court in conjunction with your use thereof;
- Violate or fail to comply with the Acceptable Use Policy; or
- Otherwise use the Services for any unlawful or abusive purposes, including, but not limited to, the violation of any intellectual property or privacy rights (whether belonging to us or third parties) and the posting or distribution of any “harmful” or “malicious” code or programming devices (e.g., viruses, malware, ransomware, corrupted files, key locks, back doors, trap doors, timers or other disabling devices) or any other similar software or programs that may adversely affect the operation of the Services or any other software, hardware, computer, communications system, network, computing device, or other technology, or any links thereto (collectively, “Malicious Code”).
- Materials. The Services provide a platform for you to make available to End Users questionnaires and content (“Content”), and to request and obtain information and submissions (including video, text, and photographs) from End Users (“Submissions”, collectively with Content, “Materials”).
- License to Materials. As between you and us, except for the licenses provided under this Agreement, you own, and are fully responsible for, the Materials. We have no responsibility or liability for the processing of Materials through the Services, or for the content of such Materials. You grant us a worldwide, non-exclusive, royalty-free, irrevocable, and sublicenseable (through multiple levels) license to process the Materials for the purpose of providing the Services.
- Processing of Materials. You are responsible for any and all Materials you process or cause to be processed through the Services, and any such processing of Materials is at your own risk. You represent, warrant, and covenant that: (i) the Materials, and your use thereof, comply with this Agreement, including the Acceptable Use Policy; (ii) you have all rights in and to the Materials necessary to grant the rights and licenses contemplated by this Agreement; (iii) neither the Materials nor the use thereof in compliance with this Agreement will violate this Agreement (including the Acceptable Use Policy), Law, or the rights of any party; (iv) the Materials do not contain, constitute, or link to Malicious Code; and (v) you have obtained a valid release from all individual persons whose likenesses appear, and whose voices are heard, in the Materials.
- Restricted Information. If your use of the Services or Materials requires you to comply with industry-specific legal obligations and/or regulations applicable to such use, you will be solely responsible for such compliance, and you may not use the Services or Materials in a way that would subject us to those industry-specific regulations without obtaining our prior written agreement. For example, you may not use the Services to process “protected health information,” as defined by the Health Information Portability and Accountability Act of 1996 (HIPAA) and its regulations, without entering into a separate business associate agreement with us that permits you to do so. Similarly, you may not use the Services to collect, access, or process “nonpublic personal information” as defined by the Financial Services Modernization Act of 1999 and it’s implementing regulations, “cardholder data” or “sensitive authentication data” as defined by the Payment Card Industry Data Security Standard, or information protected by similar laws or obligations (collectively with protected health information, “Restricted Information”) without first obtaining written authorization from us to do so, as additional or different terms, safeguards, and/or costs may apply. In the event you use our Services to collect, access, or process Restricted Information in violation of this provision, contact us immediately as provided at the end of this Agreement.
- Subscriptions and Retention of Materials. Certain subscription models for the use of the Services may limit the size, amount, duration, or other characteristics of Materials processed, and/or the types and amounts of Materials you may collect or the period for which they are stored; consult the terms for the applicable subscription model for more information. We will endeavor to alert you in the event your use of the Services exceeds or may exceed limitations imposed upon your use of the Services, or in the event your account(s) subscriptions expire or may expire. You are solely responsible for maintaining, protecting, and making backups of Materials. To the extent permitted by Law, we will not be liable for any failure to store, or for loss or corruption of, Materials.
- Review and Removal of Materials. You acknowledge and agree that we may, but have no obligation to, review certain Materials made available through the Services, including in response to reports of unlawful or infringing Materials, or to evaluate compliance with this Agreement and/or the Acceptable Use Policy. We may also require you to remove, limit access to, modify, or refuse to display with respect to Materials that we believe violate this Agreement and/or Law. Without limiting anything in Section 6(e) above, we reserve the right to remove, or require that you remove, Materials from the Services at any time in our sole discretion. If we take, or require you to take, any of the foregoing actions with respect to any Materials, do not re-submit such Materials without remedying the basis for our action or otherwise obtaining our prior written permission.
- Feedback. If you provide us with feedback, reviews, or comments about the Services, such feedback does not constitute Materials, and subject our Privacy Notice, we may use that feedback for any purpose without any obligation to you.
7. Payment Terms.
- Fees. You agree to pay to us any fees that apply to each Service you purchase, use, or subscribe to, in accordance with the pricing and payment terms provided to you for that Service. Fees paid by you are non-refundable, except if and as expressly provided in these Terms or when required by Law. We may change our fees for Services at any time upon prior notice, and any such change shall be effective at the start of the next billing cycle.
- Taxes. Except as provided herein or otherwise indicated, our prices and invoices do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and you are responsible for paying Taxes associated with your purchase. In the event we are required to collect and remit any tax on amounts paid by you, we will calculate and invoice the applicable tax based on the billing information you have provided to us. In the event you provide us with a valid tax exemption certificates acceptable to the appropriate taxing authorities, you represent, warrant, and covenant that it is, and until your use of the Services terminates, remains, accurate and current.
8. Term, Termination, and Suspension.
- By You. You may terminate your use of the Services at any time through your account settings and/or by contacting us as provided at the end of this Agreement. Such termination will result in the deactivation or disabling of your account and access, and may result in the deletion of Materials you caused to be processed through the Services. If you terminate prepaid Services in the middle of a billing cycle, you will not receive a refund unless you are terminating for any of the following reasons: (i) we have materially breached the Agreement and failed to cure that breach within 30 days after you have so notified us in writing; (ii) a refund is required by Law; or (iii) we, in our sole discretion, determine a refund is appropriate. By way of example, we will not grant a refund where you have used our Services, collected responses, and/or downloaded your responses unless the termination is due to our material, uncured breach or a refund is required by Law.
- By Us. We may terminate your use of prepaid Services at the end of a billing cycle by providing at least 15 days’ prior written notice to you. We may terminate your use of the Services for any reason by providing at least 15 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. In addition to the foregoing, we may limit or suspend performance, or terminate your use, of the Services for any of the following reasons:
- You have materially breached these Terms and failed to cure that breach within 30 days after we have notified you in writing;
- You fail to pay amounts due within 10 days after the due date;
- You cease your business operations or become subject to insolvency proceedings and those proceedings are not dismissed within 90 days;
- You fail to comply with any terms or conditions of this Agreement;
- You use the Services in a way that we reasonably believe causes potential or actual: (1) disruption to the Services or others’ use of the Services; and/or (2) legal liability, harm, or security risk to us, our systems, our service providers, licensors, or third parties; or
- We reasonably suspect and/or are investigating suspected misconduct by you.
If we limit, suspend, or terminate the Services you receive, we will generally endeavor to give you advance notice. However, there may be situations where we may decide that we need to take immediate action without notice. We will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. We have no obligation to retain Materials beyond the time specified in the applicable Services description, subscription levels, or upon termination of the applicable Service. Please note that, in the event of repeated or material breach of this Agreement, we may take additional measures to prevent the breaching party’s further use of the Services, such as blocking an IP addresses.
9. Proprietary Rights.
- Our Intellectual Property. We or our licensors own all right, title, and interest in and to the Services, and all related technology and intellectual property rights. Except as expressly set forth in this Agreement, nothing in this Agreement shall be deemed to grant to you or any other individual or entity any license or right in or to any copyright, trademark, trade secret, or other proprietary right, whether owned by us, our licensors, or any other person. You are prohibited from removing or altering intellectual property notices on the Services without our express written authorization in each instance.
- Our Trademarks. The trademarks, service marks, trade names, logos, and other identifiers used in or in connection with the Services are the proprietary service marks or trademarks of us, our licensors, or third parties, and are protected in the United States and internationally. No use of any of these marks or identifiers may be made without the prior, written authorization of us or our licensors, as applicable. Any page, application, website, or other location that uses the Services shall include “Powered by TalkBackTime.com” or such other notice as we may require.
- Customer Lists. You hereby grant us the right to identify you (by use of name and logo) as our customer on our website and on other sales and promotional materials. Any goodwill arising from this use of your name and logo will inure to your benefit.
We have implemented commercially reasonable technical, organizational, and administrative safeguards designed to protect the confidentiality, integrity, and availability of Materials and to mitigate the risk of unauthorized access to Materials. If we become aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data related to your account (“Security Breach”), we will take reasonable steps to notify you without undue delay. We will also reasonably cooperate with you, at your expense, with respect to any investigations relating to a Security Breach, with preparing any required notices, and provide information reasonably requested by you in relation to any Security Breach, where such information is not already available to you in your account or online through updates we have provided.
11. Disclaimers and Limitations of Liability.
- TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND ALL MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (i) IMPLIED WARRANTIES OF MERCHANTIBILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT; (ii) ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OPERATION, USE, OR PERFORMANCE OF THE SERVICES OR MATERIALS; (iii) ANY WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES, MATERIALS, AND/OR THE SERVER(S) AND CONNECTIONS THAT MAKE THEM AVAILABLE WILL BE UNINTERUPTED, SECURE, OR FREE OF ERRORS OR MALICIOUS CODE; (iv) THAT ANY OR ALL MATERIALS WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED; AND (iv) ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
- WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE MATERIALS AND INFORMATION ACCESSIBLE ON OR VIA THE SERVICES ARE ACCURATE, CORRECT, COMPLETE, RELIABLE, OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN, OR ANY CONSEQUENCES RESULTING FROM YOUR RELIANCE ON SUCH MATERIALS OR INFORMATION.
- TO THE EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, AND OUR AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (i) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR (ii) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS, OR ANY DAMAGES (IN EACH CASE WHETHER DIRECT OR INDIRECT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY(IES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH OF US, OUR AFFILIATES, AND OUR AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THE AGREEMENT WILL NOT EXCEED THE LESSER OF: (i) THE AMOUNTS PAID BY YOU TO US FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (ii) US$100.00 (ONE HUNDRED DOLLARS); PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY WITH RESPECT TO ANY LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
- The laws of certain jurisdictions provide certain legal rights to consumers that may not be waived by those consumers. If you are such a consumer, nothing in this Agreement limits any such consumer rights.
- You agree to indemnify, defend, and hold us, our affiliates, our and their licensors, and each of the foregoing’s affiliates, members, officers, directors, managers, partners, employees, consultants, temporary resources, agents, suppliers, providers, contractors, subcontractors, licensors, successors, transferees, and assignees (collectively, “Indemnified Parties”) harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees, disbursements and court costs, including any incurred in enforcement of this indemnification provision) (collectively, “Damages”) arising from or in connection with: (i) use of the Services or Materials by you; (ii) Materials made available by you or on your behalf; (iii) breach or violation of this Agreement; (iv) violation of any rights of any third party by you; (v) your obligation to (1) ensure that your tax exemption certificate is accurate, up to date, and current, and/or (2) report or pay applicable Taxes on amounts to be paid to us hereunder; and/or (vi) any dispute between you and any End User or third party.
13. Governing Law and Dispute Resolution.
- Governing Law; Venue. This Agreement is governed and interpreted pursuant to the laws of the State of Delaware, United States of America, notwithstanding any principles of conflicts of law. We make no representation that the Services or Materials are applicable or appropriate for use in all locations. If you use the Services or Materials from other locations, you are responsible for compliance with applicable local laws. If you take legal action relating to this Agreement or your interactions with or relationship to us that is not subject to arbitration as provided below, you agree to file such action only in the state and federal courts located in New Castle County, Delaware and waive any objection you may have to the venue or forum.
- Injunctive or Equitable Relief.You acknowledge and agree that your actual or threatened breach of this Agreement would give rise to irreparable harm to us for which monetary damages would not constitute an adequate remedy and, in addition to any and all other rights that may be available in respect of such breach or threatened breach, will entitle us to immediate injunctive and other equitable relief without any requirement to post bond.
- Arbitration of Disputes; Class Action Waiver; Jury Trial Waiver.Any controversy or claim between us and you arising out of or relating to this Agreement, or breach thereof, including disputes with respect to arbitrability, authority of the arbitrator, and whether the subject matter of any controversy or claim is within the scope of this arbitration provision, will be governed by and construed in accordance with the laws of the State of Delaware, excluding its choice of law rules and will be settled by binding arbitration in New Castle County, Delaware under the Commercial Arbitration Rules (for business customers) of the American Arbitration Association (“AAA”) and administered by the AAA. The parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to this Agreement. All arbitration proceedings will be conducted in English. Such arbitration will have one (1) neutral arbitrator if the amount in controversy is less than one million dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be: (i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench; (ii) an individual with at least five (5) years of experience as an arbitrator; and (iii) on the roster of neutrals of the AAA or similar nationally recognized ADR organization. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, TalkBackTime and you shall each select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by the parties are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. Notwithstanding this arbitration provision, we may seek emergency, temporary, or preliminary injunctive relief from a competent court of law or equity pending the final ruling of the arbitrator(s), without any requirement to post bond, to prevent irreparable harm arising from any unlawful acts by you. NEITHER YOU NOR TALKBACKTIME WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT. ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN AN ARBITRATION, EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING ARISING HEREUNDER, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT.
We expressly reserve the right to monitor any and all use of the Services and Materials, but have absolutely no obligation to do so, nor to continue to do so at any point. We also reserve the right to investigate and take legal action against any illegal and/or unauthorized use of the Services and/or Materials and/or in response to any complaints or reports of abuse.
- Changes to this Agreement. We may change or update this Agreement, the Acceptable Use Policy, our Privacy Notice, or other terms or disclosures applicable to use of some or all of the Services at any time for a variety of reasons, such as to reflect changes to Law, updates to Services, policies, licensors, or service providers, and/or additional or new functionality or Services, by posting such on our website. If we determine in our sole discretion that a change or amendment is material, we will notify you by email of this change, or by other means (such as by posting a banner or when you log into your account). Changes will be effective no sooner than the day they are publicly posted. We may provide advance notice of, or obtain your consent to, certain changes in order for them to become effective under Law. By continuing to use the Services after the effective date of such changes, you indicate your agreement to be bound by the updated terms.
- Changes to the Services. We may add, modify, or remove functionality from some or all of the Services at any time with or without notice. We reserve the right to limit, suspend, or discontinue some or all of the Services at our discretion. If we discontinue a Service, we will endeavor to give you advance notice to provide you with an opportunity to download a copy of certain Materials from that Service.
- Changes to Your Account. If you change your account plan or subscription, certain features, functionality, seats, license terms, or capacity associated with that account may change as a result. You acknowledge and agree that any downgrade may result in the loss of data or Materials.
16. Copyright Infringement.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that Materials or information available on or through our website or the Services infringe your copyright, you (or your agent) may send a notification that includes all of the information described below (a “DMCA Notification”) to our DMCA agent by using the contact information provided below.
Please note that you may be held liable for damages and attorneys’ fees if you make any material misrepresentations in a Notification. Therefore, if you are not sure whether Materials or information available on or through our website or the Services infringe your copyright, you should contact an attorney.
A Notification should include the following:
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material (preferably a link to the material).
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the rights owner, its agent, or the law.
- The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- A statement that the information in the Notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notification should be mailed or emailed to our DMCA agent at:
CSC Partners, LLC
2101 L St. NW, Suite 800
Washington, DC 20037
Upon receipt of a substantially compliant Notification regarding an alleged copyright violation, we will respond expeditiously to remove, or disable access to, the material that is claimed to be infringing. We will also terminate, in appropriate circumstances, users who are repeat infringers or who fail to comply with our requests pursuant to this section.
If you believe that Materials that you processed through the Services were removed in error from the Services or our website and are not infringing, you may send a counter-notification to our DMCA agent (using the contact information set forth on the page linked above).
- Minors. None of the Services are intended for use by minors (individuals under the age of 16, or higher as provided by Law). If you are a minor in your place of residence, you may not use the Services. If you process Materials that contain the personal data, the likeness, and/or the voice of a minor using the Services, in addition to the release required by Section 6(c)(v) with respect to such minor, you represent and warrant that you have appropriate parental and/or guardian consent to make such Materials available through the Services and to grant the licenses to Materials hereunder.
- Third-Party Websites. The Services may provide links or references to third-party websites, mobile applications, services, or materials we do not provide or maintain. We have no responsibility for the content thereof, regardless of whether the link is provided by us, you, or a third party, and we will not be responsible or liable for any damages or injury arising from your access to or use of that content. You should review any terms and conditions, privacy notices, and other terms associated with such third-party websites, applications, services, or materials before use. The display of any link shall not and does not constitute or imply endorsement by us or our licensors of the linked website or any content therein. No judgment or warranty is made with respect to the accuracy, timeliness, or suitability of the content of any website to which the Services may link, including information on such other website regarding us.
- International Use. If you use or access the Services from locations outside of the territorial jurisdiction of the United States, you do so at your own risk, and you are responsible for compliance with any and all Laws. You will not use or access the Services from jurisdictions where any content or features that are available on or through the Services are illegal. You will not access or use the Services if (i) you are presently located in a country that is subject to U.S. Government sanctions or embargos, or that has been designated by the U.S. Government as a “terrorist supporting” country, and/or (ii) if you or a related party is or later becomes subject to any U.S. Government or foreign country’s list of prohibited, restricted, or sanctioned parties.
- Language. All communications and notices made or given pursuant to this Agreement shall be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
- Excusable Delay. We will not be liable to you for failure or delay in the performance of any terms and conditions hereof, when such failure or delay is due to causes beyond our reasonable control and without our fault or negligence, such causes including, but without being limited to, labor disputes; power failures; service interruptions; riots; civil unrest; terrorist or criminal actions; and/or government action.
- Assignment. You may not assign this Agreement without our prior written consent, which may be withheld in our sole discretion, and any assignment in violation of this provision shall be null and void. We may assign these Terms at any time without notice to you.
- Independent Contractors. Our relationship with you is strictly that of an independent contractor. No employer and employee relationship exists between you and us, either under common law or any statute. This Agreement does not create any actual or apparent agency, partnership or joint venture, franchise or other association between you and us. Neither Party is authorized to enter into on behalf of or to commit the other to any agreements, and neither Party shall hold itself out as the agent or legal representative of the other.
- Miscellaneous. This Agreement sets forth the entire understanding between us and you with respect to the subject matter hereof and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written, between us and you with respect to such subject matter. If any part of this Agreement is found to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions. Our decision not to pursue legal action for any violation of this Agreement shall not be construed as a waiver of any provision of this Agreement or any of our legal rights. Similarly, our failure to exercise or enforce any right or provision set forth herein shall not constitute a waiver of such right or provision.
18. Contact Us.
If you have questions or would like to contact us about the Services or this Agreement, please contact us at:
CSC Partners, LLC
2101 L St. NW, Suite 800
Washington, DC 20037