TERMS OF SERVICE

Terms of Service

Last Modified: April 01, 2015

 

By using the Services (as hereinafter defined) of [Conversant Labs LLC] (“Company”), you (“You”) are agreeing to be bound by the following terms and conditions (“Terms of Service”). You represent and acknowledge that You have read, understood, and agree to be bound by these Terms of Service, and that the information You provide in registering to the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms of Service on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms of Service, in which case the Terms of Service “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms of Service, You must not accept these Terms of Service and may not use the Service.

You acknowledge that these Terms of Service govern Your use of the Service and, except for written addendums signed by the parties that specifically modify these Terms of Service, these Terms of Service supersede any other agreements between You and Company. Company reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: [-].

Violation of any of the terms below will result in the termination of your account.

DESCRIPTION OF SERVICE

The “Service” includes (a) the Site (as hereinafter defined), (b) the Company software, (c) the Company Data (as hereinafter defined) and (d) the other services provided to You through the Site based on the plan purchased.

The Service may contain links to, or otherwise may allow You to connect to and use certain third party products, services or software under separate Terms of Service and conditions (collectively, “Third-party Services”) in conjunction with Company’s Service. If You decide to access and use such Third-party Services, be advised that Your use is governed solely by the terms and conditions of such Third-party Services, and Company does not endorse, is not responsible for, and make no representations as to such Third-party Services, their content or the manner in which they handle Your data. Company is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Third-party Services, or Your reliance on the privacy practices or other policies of such Third-party Services.

The Service may contain features that enable various Third-party Services (such as social media services like Facebook and Twitter) to be directly integrated into your Company account. To take advantage of these features, You will be required to register for or log into such Third-party Services on their respective websites. By enabling third party services within the Service, You are allowing Company to pass Your log-in information to these Third-party Services for this purpose.

AVAILABILITY OF THE SITE

You acknowledge that there may be interruptions in service or events that are beyond Company’s control. While Company uses reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of Company’s control, Site access may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party sites that will impact your use of the Service and that are beyond Company’s control to prevent or correct. Interruptions in the Service that are beyond Company’s control shall not serve as a basis to terminate your subscription or demand a full or partial refund of any prepaid fees.

BILLING, PLAN MODIFICATIONS AND PAYMENTS

Unless otherwise agreed to in writing by Company, the Service is made available on a pay-as-you-go basis and is charged at the start of Your elected subscription term (generally monthly, quarterly or annually). Your subscription will renew automatically based on Your plan’s renewal cycle. The Service provides an interface for the account owner to change credit card information (e.g., upon card renewal).

If You choose to upgrade Your plan during Your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to Your account. Subsequently, You will be charged the adjusted rate on Your next billing cycle. If your payments for the Service are made by credit card, your credit card will be billed the prorated charge at the time your account is modified. Except as provided below, regardless of Your billing cycle, there are no refunds or credits for partial months of Service, plan downgrades, or refunds for unused time if You close Your account before the end of Your subscription period.

By becoming a subscriber of the Service and submitting your credit card information to Company, you authorize Company to store your payment card information and to charge the billing source you have provided for your account according to the subscription plan you selected until your account is terminated.

If You fail to pay your subscription fee on time, or if Your credit card payment information is entered in error or does not go through for processing and You do not update payment information upon Company’s request, your entire subscription may be suspended or cancelled. Even after your subscription is suspended or cancelled, You will still have access to the Site, and you will be able to access your account information to restore your access to the Service by providing a proper billing source. After your subscription is terminated, Company will keep your current account settings on file for 90 days. After that time, Company reserves the right to remove such settings from Company’s servers with NO liability or notice to you.

Unless otherwise stated, Company’s charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Company based on its income. Company will invoice You for such Taxes if Company believes it has a legal obligation to do so.

INTELLECTUAL PROPERTY RIGHTS

Company shall maintain all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, including rights in and to the Service, Company Marks (as hereinafter defined) and Company Data (as hereinafter defined) (collectively, “Intellectual Property Rights”). The rights granted to You to use the Service under these Terms of Service do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. The rights granted to You to use the Service under these Terms of Service do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. “Company Data” means any data, including without limitation metadata, relating to the use of the Service, such as data schema, specific facts and other similar information collected by Company and made available via the Company Interface (as hereinafter defined). “CompanyInterface” means the web based interface, provided and hosted by Company that allows You to access and view the Company Data.

You own the information you provide Company or input on third-party websites through the Service. You grant Company a nonexclusive, revocable, worldwide, perpetual, unlimited fully paid up and royalty-free right to Company to use copy, prepare, remove, retain, add, process, analyze and prepare Company works of the foregoing described information and publish or distribute such derivative works, subject to Company’s confidentiality obligations as set forth in Company’s Privacy Policy. By providing information to Company or to third-parties through the Service, You represent and warrant that You are entitled to and authorized to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights.

Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback Company receive from You. Company, and Company’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Company (collectively, “Company Marks”), and You may only use such Company Marks to identify yourself as a customer and user of the Service; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Company Marks, or use the Company Marks to disparage or misrepresent Company, its services or products.

All rights, title and interest in and to the Service and its components, including all related intellectual property rights, will remain with and belong exclusively to Company and its third-party vendors.

Upon subscribing to the Service and upon the condition that you comply with all of Your obligations under this Agreement, Company grants you a non-exclusive, non-transferable, revocable license to access and use the Service (for the particular subscription purchased) and the Site, strictly in accordance with this Agreement and subject to all the limitations set forth in this Agreement.

ACCOUNT REGISTRATION

Subject to the terms and conditions of these Terms of Service, You agree to access and use the Service only for Your internal business purposes as contemplated by these Terms of Service. In order to use the Service, You are required to register for Company’s service for which You will pay a subscription fee. The subscription fee must be prepaid in order to use the Service.

To be eligible to use the Service, You must meet the following criteria and represent and warrant that You: (1) are 18 years of age or older; (2) are not currently restricted from the Service, or not otherwise prohibited from having a [-].com account, (3) are not a competitor of Company or are not using the Service for reasons that are in competition with Company; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which You are a party; (5) will not violate any rights of Company, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at Your cost all equipment, software, and internet access necessary to use the Service.

USE OF THE SERVICE

You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms of Service; (b) use the Service to process data on behalf of any third party; (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with Company, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) use the Service in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law; (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (g) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (h) attempt to use any method to gain unauthorized access to any paid features of the Site; (i) unless otherwise explicitly agreed to in writing by Company, use the Site or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (j) use automated scripts to collect information from or otherwise interact with the Site or the Service; (k) deep-link to the Site for any purpose (other than Company’s home page), unless expressly authorized in writing by Company; or (l) try to use, or use the Service in violation of these Terms of Service.

You are responsible for all information, data, text, messages or other materials transmitted by you via the Service. You are responsible for maintaining the confidentiality of Your login and account, and are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person, and that You will not share a single login among multiple people. You may create separate logins for as many people as Your plan allows. You agree that You will not sell, trade or otherwise transfer Your login or account to another party and that you will not, unless otherwise specifically agreed to in writing by Company, charge anyone for access to any portion of the Site, or any information therein. You agree that you are responsible for anything that happens through your account until you cancel your subscription and close your account or prove that your account security was compromised due to no fault of your own.

DATA PRIVACY AND SECURITY

Company shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your data. These safeguards include encryption of Your data in transmission (using SSL or similar technologies), except for external third party integrations that do not support encryption, which You may link to the Service at Your choice.

You agree that Company can access Your account information in order to respond to Your service requests and/or as necessary, in Company’s sole discretion, to provide You with the Service. Company will not disclose such data except if compelled by law, permitted by You, or pursuant to the terms of the Company Privacy Policy, which is available at [-].com and is incorporated into these Terms of Service.

The Privacy Policy governs Company’s treatment of any information, including personally identifiable information, you submit to Company. The Privacy Policy is incorporated into this Agreement by reference.

CANCELLATION AND TERMINATION

You may cancel Your account with Company at any time; however, unless Company is in breach of this Agreement and does not cure said breach within thirty (30) days of receiving written notice from You of an actual breach, identifying specifically the nature of the breach, You are not entitled to any refunds. Company may suspend or cancel Your account without notice or refund to You if you violate this Agreement. If Your account is cancelled, Company reserves the right to remove Your account information along with any account settings from Company’s servers with NO liability or notice to You. Once Your account information and account settings are removed, You will not be able to recover this data and You will lose access to all of Your content (except that content stored/published to third-party websites, that data will remain on said third-party websites pursuant to those website’s Terms of Service and conditions). If You cancel the Service before the end of Your current paid-up subscription period, Your cancellation will take effect immediately and You will not be charged again.

Company reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any/all current and future use of the Service, suspend or terminate your account or any part thereof (or Your use of the Service) if Company believes that You have violated these Terms of Service. Company will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of Service, and may be referred to law enforcement authorities. Company shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

DISCLAIMER OF WARRANTIES AND LIABILITY

THE SERVICE, INCLUDING THE SITE AND COMPANY CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR THE SERVICE, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SITE, THE SOFTWARE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT INFORMATION OR ADVICE OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. COMPANY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE WEBSITE, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN. FURTHERMORE, COMPANY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON.

Under no circumstances will Company be responsible for any loss or damage, including, but not limited to personal injury or death, resulting from use of the Site or the Service, or any interactions between users of the Site or the Service, whether online or offline.

COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE.

LIMITATION OF LIABILITY

NO CONSEQUENTIAL DAMAGES . UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS OF SERVICE, OR SUCH PARTY’S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS OF SERVICE OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, COMPANY’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS OF SERVICE CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM COMPANY’S SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS OF SERVICE BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF COMPANY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS OF SERVICE.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms of Service.

SEVERABILITY

If any provision of these Terms of Service, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Service, or the application of such provision under other circumstances, shall remain in full force and effect.

EXPORT CONTROL

Your use of Service, including Company’s software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any Service or Software to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

 

RELATIONSHIP; INDEPENDENT CONTRACTOR

Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.

SURVIVAL

The following sections will survive any termination of these Terms of Service: Billing, Plan Modifications and Payments, Intellectual Property Rights, Cancellation and Termination, Disclaimer of Warranties and Liability, Limitation of Liability, Entire Agreement, Severability, Export Compliance and Use Restrictions, Relationship, Independent Contractor, Governing Law, and No Waiver.

GOVERNING LAW

The validity, interpretation and performance of these Terms of Service shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws provisions or principals thereof.

NO WAIVER

Company’s failure to enforce at any time any provision of these Terms of Service does not constitute a waiver of that provision or of any other provision of these Terms of Service.