Terms of Service
The collective nature of this website is very important to us, as is respecting the rights of others and protecting each other from harmful content. If you have any questions, please do not hesitate to contact us.
These Terms of Services were last updated on May 22, 2018. It is effective between SyncSketch LLC and you as of the date you accept these Terms of Service.
Acceptance of Terms of Service
- By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site and/or downloading or using the Applications, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated periodically without notice to you.
- Certain of the Services may be subject to additional terms and conditions specified by us periodically; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
- These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
SyncSketch respects the intellectual property rights of others and expects its users to do the same. It is SyncSketch’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
SyncSketch has adopted and implemented the following Copyright Policy in accordance with the Digital Millennium Copyright Act and other applicable copyright laws. SyncSketch will respond expeditiously to claims of copyright infringement committed using the SyncSketch website and its related Services (collectively, the "Site") that are reported to SyncSketch’s Designated Copyright Agent, identified in the sample notice below.
If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement ("Notice") and delivering it to SyncSketch’s Designated Copyright Agent. Upon receipt of the Notice as described below, SyncSketch will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Site. If SyncSketch removes or disables access to content in response to a Notice, we may notify the user with details about the Notice so that they can submit a counter-notice. SyncSketch may also send a complete copy of the Notice to users where appropriate.
How to submit a DMCA Notice of Alleged Infringement
Please provide the following information to our Designated Copyright Agent:
- Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
(i) the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found, and
(ii) the reference or link, to the material or activity that you claim to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link, including at a minimum, if applicable, the URL of the link shown on the Site where such reference or link may be found.
- Provide your mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice:
"I hereby state that I have a good faith belief that the disputed use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
- Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to SyncSketch’s Designated Copyright Agent:
2443 Fillmore St. #380-5990
San Francisco, CA 94115
Telephone +1 415-625-3390
Or, email the above to: email@example.com
Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.
What if I receive a Copyright Complaint (DMCA) notification?
If you receive a notification that your content has been removed due a copyright complaint, it means that the content has been deleted from SyncSketch at the request of the content’s owner. If you want us to forward the information from the Copyright Complaint notification, just email us at firstname.lastname@example.org to let us know. We'll be happy to send it along (though we may remove personal contact information where appropriate). If your account receives too many copyright complaints, you may lose the ability to use SyncSketch, and your account may be disabled completely.
If you believe content was removed in error, you have the option to file a counter-notice by following the steps below. When we receive a valid counter-notice, we will remove the complaint from your account’s record.
Note: There are legal and financial consequences for fraudulent and/or bad faith submissions. Before submitting a counter-notice, be sure that you are the actual rights holder of the removed content or that you have a good faith belief that the material was removed in error, and understand the repercussions of submitting a false claim.
How to File a Counter-Notice
Email your counter-notice to email@example.com.
Include ALL of the following:
- Your name, address, and telephone number.
- DMCA ID printed at the bottom of the notification email.
- The source address of the content that was removed (copy and paste the link in the notification email).
- A statement under penalty of perjury that you have a good faith belief that the content was removed in error.
- A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which SyncSketch may be found, and that you will accept service of process from the person who provided the original complaint under subsection (c)(1)(C) or an agent of such person.
- A physical or electronic signature (for example, typing your full name).
SyncSketch respects the trademark rights of others. Workspaces using content that misleads others or violates another’s trademark may be updated, transferred or permanently suspended. If you are concerned that someone may be using your trademark in an infringing way on our site you can let us know by emailing us at: firstname.lastname@example.org. SyncSketch will review your submission and take whatever action, in its sole discretion, it deems appropriate, including temporary or permanent removal of the trademark from the SyncSketch site.
If you get a Trademark Complaint notification from us, you may contest it by emailing email@example.com and letting us know why you think the complaint is invalid. If you want us to forward the information from the Trademark Complaint notification, just email us to let us know. We'll be happy to send it along (though we may remove personal contact information where appropriate).
You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
You further represent and warrant that (i) you are not located in or acting on behalf of a country or territory subject to comprehensive sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), which currently include Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine; and (ii) you are not acting on behalf of any person (including you), organization, or entity that is included on or otherwise subject to the restrictions of any U.S. governmental export exclusion or denial list, including OFAC’s Specially Designated Nationals and Blocked Persons List, except as authorized by an applicable license, license exception, or other governmental authorization.
You must provide accurate and complete information and keep your Workspace information updated. You shall not: (i) use the name of another person or entity with the intent to impersonate that person or (ii) use the name of a person or entity other than you without appropriate authorization. You are solely responsible for the activity that occurs on your Account, and for keeping your Workspace password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, videos, audio files, data, text, photographs, images, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
Use License. Subject to these Terms of Service, 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 other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use that in any way violates any third party right. Your license to use and access the Services and the Content is automatically revoked if you violate these Terms of Service in a manner that violates our intellectual property rights. All rights not explicitly granted to you are reserved by us. In the event that you provide comments, suggestions and recommendations to us with respect to the Services (including without limitation with respect to modifications, enhancements, improvements and other changes to the Services) (collectively, the “Feedback”), you hereby grant to us a worldwide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.
License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, revocable, royalty-free, fully paid, sublicensable and transferable right and license to access, use, adapt, convert, transcode, reproduce, distribute, display, perform, disclose, transmit, store and cache the User Content solely to the extent necessary to provide the Services or as otherwise permitted by these Terms of Service, which license shall terminate upon the deletion or removal of any such User Content from the Services or the termination of these Terms of Service. For clarity, the foregoing license grants to us does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. We do not claim ownership of User Content that is transmitted, stored, processed, or linked in your Workspace or through the Services. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Sharing of Content. When you add, create, upload, submit, distribute or post User Content to a Project, such User Content is accessible by any and all Collaborators associated with the Project. You hereby do and shall grant each such Collaborator with whom you share User Content through a Project a non-exclusive license for the duration of the Project’s existence to access, use, import, edit, modify, truncate, aggregate, adapt, reproduce, distribute, display, publish, disclose, transmit, prepare derivative works of, store, cache and perform such User Content, including after termination of your Collaborator’s participation. When you send a link to a Project to a Collaborator, you hereby do and shall grant each such Collaborator a non-exclusive license to view, access and display such Project, including after termination of your Workspace or the Services.
Content Deletion. Any User Content made available through a Project will continue to be available on such Project unless and until the applicable Creator is terminated from the Services or the applicable User Content is deleted from the Services, at which point such User Content will be removed from the Services 10 days after termination of the Creator’s account or deletion of the User Content from the Services. User Content can be removed by the Creator responsible for the applicable Project or any applicable contributor with such permissions.
Warranties. You hereby represent and warrant that (i) your User Content and the availability thereof through the Services does not and will not infringe or violate the rights of any third party, including without limitation any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information, (ii) you have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in any User Content in order to include their name, voice, performance or likeness in any User Content and to publish the same on the Services, and (iii) the storage, use or transmission of any User Content does not violate any law or these Terms of Service.
Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.
Unauthorized Use. You must immediately notify us in writing of any unauthorized use of any (i) Content (including User Content), (ii) Workspace or (iii) the Services that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide us with such cooperation and assistance related to any such unauthorized use as we may reasonably request. You acknowledge that if you wish to protect your transmission of User Content to us, it is your responsibility to use a secure encrypted connection to communicate with the Services.
Rules of Conduct
As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services, including without limitation your conduct, your User Content, and your communications with others.
You shall promptly handle and resolve any notices and claims relating to your Content, including any notices sent to you by any person claiming that any of your Content violates any person’s rights.
You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
- fails to comply with these Terms of Service;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, offensive or is otherwise inappropriate as determined by us in our sole discretion;
- constitutes unauthorized or unsolicited advertising, junk or bulk email (“spamming”);
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
- impersonates any person or entity, including any of our employees or representatives; or
- includes anyone’s identification documents or sensitive financial information.
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see DMCA Copyright);
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any Applications), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
Third Party Services
The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. Please remember that the manner in which third party services use, store and disclose your information is governed solely by the policies of such third parties, and SyncSketch shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within your SyncSketch Services. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Confidential Information. By virtue of these Terms of Service, the parties hereto may have access to information that is confidential to one another (“Confidential Information”). For purposes of these Terms of Service, Confidential Information of a party means information, ideas, materials or other subject matter of such party, whether disclosed orally, in writing or otherwise, that is provided under circumstances reasonably indicating that it is confidential or proprietary. Confidential Information includes, without limitation, all business plans, technical information or data, product ideas, methodologies, calculation algorithms and analytical routines; and all personnel, customer, contracts and financial information or materials disclosed or otherwise provided by such party (“Disclosing Party”) to the other party (“Receiving Party”). Confidential Information does not include that which (a) is already in the Receiving Party’s possession at the time of disclosure to the Receiving Party, (b) is or becomes part of public knowledge other than as a result of any action or inaction of the Receiving Party, (c) is obtained by the Receiving Party from an unrelated third party without a duty of confidentiality, or (d) is independently developed by the Receiving Party. Without limiting the generality of, and notwithstanding the exclusions described in, the foregoing, Confidential Information of SyncSketch includes the Services, including any portion thereof (in both object code and source code form), and the Feedback, and any modifications and derivatives to the Services and Feedback, and any information or materials derived therefrom, whether or not marked as such.
Restrictions on Use.The Receiving Party shall not use Confidential Information of the Disclosing Party for any purpose other than in furtherance of these Terms of Service and the activities described herein. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any third parties except as otherwise permitted hereunder. The Receiving Party may disclose Confidential Information of the Disclosing Party only to those employees or consultants who have a need to know such Confidential Information and who are bound to retain the confidentiality thereof under provisions (including, without limitation, provisions relating to nonuse and nondisclosure) no less restrictive than those required by the Receiving Party for its own Confidential Information. The Receiving Party shall maintain Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Each party shall advise the other party in writing of any misappropriation or misuse of Confidential Information of the other party of which the notifying party becomes aware.
Exclusions Notwithstanding the foregoing, these Terms of Service shall not prevent the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent required by a judicial order or other legal obligation, provided that, in such event, the Receiving Party shall promptly notify the Disclosing Party to allow intervention (and shall cooperate with the Disclosing Party at the Disclosing Party’s sole cost and expense) to contest or minimize the scope of the disclosure (including application for a protective order). Further, each party may disclose the terms and conditions of these Terms of Service: (a) as required by the applicable securities laws, including, without limitation, requirements to file a copy of these Terms of Service (redacted to the extent reasonably permitted by applicable law) or to disclose information regarding the provisions hereof or performance hereunder to applicable regulatory authorities; (b) in confidence, to legal counsel; (c) in confidence, to accountants, banks, and financing sources and their advisors; and (d) in connection with the enforcement of these Terms of Service or any rights hereunder.
Either party may terminate these Terms of Service if the other party is in material breach hereof and fails to cure such breach within fourteen (14) days after written notice of the breach. In addition, SyncSketch may, as an alternative to termination, suspend Your access to the Services if You fail to make any required payment due and payable to SyncSketch hereunder.
Either party may also terminate these Terms of Service if the other party becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with its creditors. These Terms of Service will terminate automatically without further notice or action if either party goes into liquidation.
All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Should you ever decide to delete your Account, you may do so by emailing firstname.lastname@example.org. If you terminate your Account, any association between your Workspace and information we store will no longer be accessible through your Account, and may result in the forfeiture and destruction of all information associated with your Account. If You wish to preserve Your content and information, You are solely responsible for exporting / archiving such content and information from the Services to your local storage media, prior to cancellation. However, given the nature of sharing on the Services, any public activity on your Workspace prior to deletion will remain stored on our servers and will remain accessible to the public.
We have no special relationship with or fiduciary duty to you. You acknowledge that We have no duty to take any action regarding:
- which users gain access to the Services
- what Content you access via the Services
- or how you may interpret or use the Content
We strongly encourage and recommend that you maintain appropriate security, protection and backup copies of your Content, which may include your use of additional encryption technology to protect Content (including User Content) from unauthorized access. You acknowledge and agree that we will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; (V) THAT THE SERVICES WILL NOT HARM YOUR COMPUTER SYSTEM; OR (VI) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF USERS SUBSCRIBING TO OUR SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY USERS. WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Workspace in the Services, of any intellectual property or other right of any person or entity.
Limitation of Liability
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) (HOWEVER ARISING), EVEN IF WE HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF the greater of (A) fees paid to us for the particular Services during the immediately previous three (3) month period or (B) $500.00. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Governing Law and Jurisdiction
These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of San Francisco, California.
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.
Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site and any Applications, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Force Majeure We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Assignment These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation. Contact. You may contact us at the following address: firstname.lastname@example.org