WEBSITE TERMS AND CONDITIONS OF USE
PLEASE READ THESE WEBSITE TERMS AND CONDITIONS OF USE CAREFULLY. THESE WEBSITE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. YOU AGREE TO CHECK FOR UPDATES TO THESE WEBSITE TERMS AND CONDITIONS OF USE. BY USING THIS WEBSITE YOU INDICATE YOUR ACCEPTANCE OF THESE WEBSITE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE WEBSITE TERMS AND CONDITIONS OF USE, THEN YOU MAY NOT USE THIS WEBSITE.
Effective July 22, 2014
TABLE OF CONTENTS:
1. General Terms and Conditions.The website is offered by Innoloft LLC. ("Innoloft LLC," "we," or "us") to allow users to find digital tools to run a small business or nonprofit. This website (including any related sub-site, service, feature or functionality) (the "Site") is provided subject to these Website Terms and Conditions of Use, as they may be amended by us, and any guidelines, rules or operating policies that we may post on this website, including, without limitation, the Privacy Statement, which are specifically incorporated herein by reference (collectively, the "Agreement"). We may amend this Agreement from time to time due to changes to the Site to account for developments under the law, or for any other commercially reasonable reason. Future performance by us of our obligations under this Agreement is sufficient consideration for any such amendment. Any amendment will only become effective upon notification to you (by email or by posting on our Site) and, if you do not want to agree to any such amendment, you should stop using the Site. By accessing the Site you accept this Agreement on behalf of yourself and any business or organization you represent (collectively, "you"). Any terms and conditions that may be contained in any acknowledgement, invoice, purchase order or other form you provide are specifically null and void. The Site is available only to persons or organizations that can form legally binding contracts under applicable law. Without limiting the foregoing, the Site is not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Site. If you are using the Site on behalf of an organization, you represent and warrant that you have the ability to bind such organization by your use of the Site.
2. Communication with You.We reserve the right to send messages to you to inform you of (a) changes or additions to the Site or this Agreement, (b) violations of this Agreement or actions relating to your privilege to access and use the Site, or (c) any other matter related to the Site or this Agreement, including marketing materials and newsletters. Nothing in this provision shall require or obligate us to send any notice if no notice is required or mandated elsewhere in this Agreement. We will never sell or rent your personal information to third parties for their use without your consent. We may share your contact information and any other information about your use of the Site with any of our merchants featured on the Site (the “Merchant”). You agree that we may, but are not obligated to, monitor or record any of your telephone conversations and chat texts with us for quality control purposes, for purposes of training our employees and for our own protection. You acknowledge that not all telephone lines or calls are recorded by us and that we do not guarantee that recordings of any particular telephone calls will be retained or are capable of being retrieved. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT WE OR ONE OF OUR MERCHANTS MAY CONTACT YOU VIA TELEPHONE (EITHER BY A LIVE PERSON, AUTOMATIC DIALER, PRERECORDED MESSAGE OR A COMBINATION OF THE FOREGOING) TO DISCUSS THE SITE, THE MERCHANT’S PRODUCTS AND RELATED MATTERS AND YOU CONSENT TO SUCH CONTACT. FURTHER, YOU CONSENT TO RECEIVE SUCH PHONE CALLS AT THE TELEPHONE NUMBER YOU ENTERED ON THE SITE. You do not need to agree to this provision in order to use the Site and if you would like us not to contact you by telephone, please send an email to firstname.lastname@example.org. Upon request, we or our Merchants may also contact you via telephone (including by automatic dialer or prerecorded message) or text you in order to provide you with your password or other information you request.
3. Copyright and Trademark Information.The Site and the information it contains, are the property of Innoloft LLC and, in some cases, its affiliates and licensors or the Merchants, and are protected by United States and international intellectual property laws. "Innoloft LLC" and the Innoloft LLC logo are trademarks of Innoloft LLC in the United States and other countries. This is not intended as a complete list of our trademarks and other Innoloft LLC product or service names or logos appearing in the Site may be trademarks of Innoloft LLC or its affiliates.
4. Access and Use of the Site.You agree to comply with the following in connection with your use of the Site:
- You may not access or use the Site in a way that uses technology or other means to access, index, re-render, frame, mirror, truncate, add to, inject, filter or link to the Site that is not authorized by us (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized use, download, linking, framing, reproduction, access to, or distribution of the Site).
- You may not use any deep-link, page-scrape, robot, crawl, index, spider, offline reader, click spam, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, index, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor any portion of the Site for any unauthorized purpose.
- You may not use the Site in a way that, to be determined in our sole discretion, damages, disables, overburdens, impairs, or gains unauthorized access to the Site including Innoloft LLC's servers, computer network, or user accounts.
- You may not use the Site in a way that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Site.
- You may not copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, use to create a derivative work, or otherwise use the content of the Site for public or commercial purposes without our express written permission.
- You shall not interfere with or disrupt the Site or any related Innoloft LLC websites or servers or networks connected to the Site.
- You shall not restrict or inhibit any other user from enjoying and using the Site.
- You shall not use the Site in violation of applicable law or third party rights (including third party terms of service),
- You will not import or incorporate into the Site any of the following information: social security numbers, national insurance numbers, credit cards, passwords, security credentials, or sensitive personal or health information of any kind.
5. Restrictions and Responsibilities
5.1. No Rights in Software.This is an Agreement for access to the Site, and you are not granted a license to any software by this Agreement and nothing on the Site shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication, or otherwise. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Site or any software, documentation, or data related to the ("Software"); remove any proprietary notices or labels from the Site or any Software; modify, translate, or create derivative works based on the Site or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Site or any Software. If you are using the Site in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site or the Software, then you hereby covenant that, prior to engaging in such activities, you will first request that we perform such work at our standard professional services rates. We can then decide either: (a) to perform the work in order to achieve such interoperability and charge our then standard rates for such work to you; (b) to permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability; or (c) to provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.
5.2. Permitted Use of the Site.The Site shall be used for your personal or internal business (which includes civic or charitable) purposes only, in compliance with this Agreement (including, without limitation, Section 4 hereof) and you shall not use the Site or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party. You may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with Site or the Software, or any content.
5.3. Compliance with Laws.The Site shall only be used for lawful purposes and you shall use the Site only in compliance with this Agreement and all applicable U.S., state, local and international laws in your jurisdiction
5.4. Your Information and Content.In using the varied features of the Site you may provide information about yourself or your employer to us and we may collect information about your use of the Site. We may use this information in accordance with the Privacy Statement and relevant "just-in-time" notices, if any, provided at the point of information collection or use. We may provide this information to courts, law enforcement authorities and/or other relevant third parties, such as internet service providers, when such disclosure is necessary or advisable, in our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action, prevent harm to others or pursue other relief. If you submit any suggestions, business information, ideas, concepts or inventions or content to us through the Site or otherwise ("Submissions"), you agree such Submission is non-confidential for all purposes and you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted, us an irrevocable, non-exclusive, fully paid up and royalty-free, perpetual, transferrable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, remove, retain, process, analyze, commercialize, perform and display such Submission in any manner or in any media now known or hereafter created.
6. Termination.You acknowledge and agree that we may establish general practices and limits concerning use of the Site and that we reserve the right to modify, revise, suspend or terminate the Site and this Agreement at any time. Upon suspension of this Site or this Agreement, any rights or licenses granted to you hereunder, shall immediately terminate except that all sections of this Agreement that by their nature should survive termination will survive termination.
7. Indemnification.You hereby agree to defend, indemnify and hold harmless us and our Merchants, business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents from and against any damages, losses, liabilities, penalties, settlements and expenses (including costs and reasonable attorneys' fees) in connection with any claim or action that (a) arises from any actual or alleged breach by you of this Agreement; (b) arises from your use of the Site; or (c) arises from your use of any Third Party Service (as defined below). You agree to provide us with prompt written notice in the event of any such claims or actions. In addition, you acknowledge and agree that we have the right to seek damages when you use the Site for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In the event that we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Site we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.
8. Warranty Disclaimer; Remedies; Release.YOU EXPRESSLY AGREE THAT THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SITE AND ANY RELIANCE BY YOU UPON THE SITE, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY CONTENT, OPINION, ADVICE OR STATEMENT MADE BY ANYONE OTHER THAN US, OR ANY ACTIVITIES OF ANY THIRD PARTY, INCLUDING ANY MERCHANTS. NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SITE SHALL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE SITE.
9. Limitation of Liability.EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF CONSTANT CONTACT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL CONSTANT CONTACT OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS OR THE MERCHANTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "CONSTANT CONTACT") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF CONSTANT CONTACT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF CONSTANT CONTACT TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $100, LESS ANY DAMAGES PREVIOUSLY PAID BY CONSTANT CONTACT TO YOU IN THAT 12 MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. You agree that Innoloft LLC has entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.
10. Restricted Persons; Export of the Site, the Service or Technical Data.You hereby represent and warrant that you are not a Restricted Person. For purposes of this Agreement, you are a "Restricted Person" if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Site is (a) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (b) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (c) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (e) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify us within 24 hours, and we shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you; provided, however, for the avoidance of doubt, you will remain liable to us for any outstanding obligations hereunder. You agree that you shall not utilize the Site to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Site or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
12. Notice and Take Down Procedures; Copyright Agent.If you believe any materials accessible on or from the Site infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from the Site by contacting our copyright agent (identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (for example, the URL) of an authorized version of the work.
- Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- Any information required to be included in a copyright infringement report under the United Kingdom Digital Economy Act 2010 (as we shall notify to you from time to time and request from you as necessary).
- Your name, address, telephone number and (if available) email address.
- A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.