Terms of Use

Last Updated: July 18, 2014
THE SERVICE IS CURRENTLY AVAILABLE ONLY FOR AS A BETA VERSION FOR TESTING.
THIS IS A LEGALLY BINDING CONTRACT. PLEASE REVIEW IT CAREFULLY.
By using the annotate.net web site ( “Annotate.net”), or by downloading any software made available through Annotate.net (the “Software”), you are agreeing with Simpliphi, Inc. (the “Company”, “we” or “us”) to be bound by the following terms and conditions which address license and other terms for Annotate.net and the Software (“Terms of Use”). The term “Service” includes Annotate.net and the Software. You may not use the Service if you do not agree to these Terms of Use.
The Company reserves the right to update and change the Terms of Use from time to time, and will notify you at your next log-in if it believes the changes are material in nature. 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 Use. 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 Use at any time at: http://annotate.net/terms
1. Description of the Service and Types of Users
1.1 Annotate.net is a cloud based software service that transforms virtually any tablet into a powerful presentation, screen-casting, and assessment tool. It aims to improve instructor effectiveness and student engagement by facilitating an untethered teaching experience, delivering formative assessments with automated scoring of student responses, supporting a variety of multi-media content, and promoting communication and collaboration both within and outside the classroom.
1.2 The Service is intended for use by instructors such as teachers, professors, corporate trainers or other presenters (“Instructors”) who wish to use the Service to provide instructional content, and tools such as digital white board tools, quiz and polling tools, screencasting and recording tools, and discussion and collaboration tools for use with a group of students or participants in a class, course or other group (a “Group”), for use by the Group participants registered as users (“Students”). Group membership is always managed by the Instructor.
1.3 Instructors may be “Educators” or “Non-Educators”. To register for an educational account, the Instructor must register with an email account whose domain matches the school, college, or school district's domain, must be an active instructor in that school or college, and hereby agrees that he or she will use the Service solely for K-12 or university educational purposes.
1.4 The term “Users” includes Instructors, both Educators or Non-Educators, and Students, and users who have not registered.
1.5 Governmental entities or agencies with separate laws or regulations that may override these Terms of Use must contact us using this form about applicable Terms of Service before using the Service.
1.6 Only an English language version of the Service is currently supported.
2. Age Requirements
2.1 Instructors must be at least 18 years old.  If you are not at least 18 years old you may not register as an Instructor.
2.2 Students in the United States must either:
  1. be at least 13 years old, or
  2. If you are 12 or younger (a “Child”) , you must be registered by an Instructor and/or an educational organization in accordance with the terms below.
2.3 An Instructor may register accounts to use the Services for one or more students, but solely by using the applicable registration mechanism made available within the Services for Instructors. IF YOU ARE AN INSTRUCTOR AND YOU REGISTER AN ACCOUNT FOR ANY CHILD, YOU REPRESENT AND WARRANT THAT YOU HAVE RECEIVED EXPRESS CONSENT FROM SUCH CHILD’S PARENT OR LEGAL GUARDIAN FOR YOU TO REGISTER THE CHILD MEMBER FOR THE WEBSITE AND FOR YOU TO PROVIDE TO THE COMPANY THE INFORMATION YOU DISCLOSE IN CONNECTION WITH THE REGISTRATION OF SUCH CHILD. WITHOUT LIMITING THE FOREGOING, YOU FURTHER AGREE TO BE BOUND BY THESE TERMS ON BEHALF OF SUCH CHILD, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE SERVICES BY THE CHILD. You hereby agree to indemnify, defend and hold harmless the Company against any and all claims, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your violation of any provision, representation or warranty this Section; (b) the use of the Services by the Child; (c) your failure to obtain sufficient parental or legal guardian consent; or (d) your registration of the Child.
2.4 Educational organizations may also register Students provided that the educational organizations has entered into a relationship directly with the Company and has obtained for any Child the consent of the Child’s legal parent and/or guardian to use of the Service. A Child that has been registered through such an educational organization will only be permitted to use the Service for so long as the Company reasonably believes that such access has been consented by the Child’s parent or guardian.
2.5 Outside the US. If you are under the age of majority in your country of residence, you must review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand and agree to it.
2.6 Personal Identifiable Information from Children. Please see our Privacy Policy for information about what information is collected for Child Users, and how to notify us if you are a parent or guardian or teacher and believe that your child or student has provided other personally identifiable information through the Service or has been registered as a User without your consent.
3. Rules for Online Conduct
3.1 You agree that you are responsible for your own use of the Service and for all Content and Submissions (as such terms are defined below) that you provide to the Service.
3.2 You agree that you will use the Service in compliance with these Terms of Use, and all applicable local, state, national and international laws, rules and regulations, including copyright laws, any laws regarding the transmission of technical data exported from your country of residence, and all United States export control laws.
3.3 As a condition of your use of the Service, you agree that you will not use the Service in any manner intended to damage, disable, overburden or impair any computer server or the network(s) connected to any Company server or to interfere with any other party's use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to any Company server through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information stored on the Service, its servers or associated computers through any means not intentionally made available through the Service. You will not attempt to modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, or the Company. You will not attempt to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company. You agree not to scrape, or otherwise download in bulk, any content from the Service, including but not limited to a list or directory of users on the system, on-line Content, Submissions or user information.
3.4 You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account or password, or any other breach of security. If your account is a single user account, you must not knowingly allow others to use your account or password.
3.5 The following items are strictly prohibited on the Service:
  • Content that defames, harasses or threatens others;
  • Content that discusses illegal activities with the intent to commit them;
  • Content that infringes another's intellectual property, including, but not limited to, copyrights or trademarks;
  • Profane, pornographic, obscene, indecent or unlawful content;
  • Advertising or any form of commercial solicitation, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," "affiliate links," or any other form of solicitation;
  • Viruses, trojan horses, worms, time bombs, corrupted files, malware, spyware or any other similar software that may damage the operation of another's computer or property;
  • Content that contains intentionally inaccurate information or that is posted with the intent of misleading others.
3.6 You agree not to misrepresent or attempt to misrepresent your identity while using the Service (although you are welcome to use an anonymous username in the forums and to act in a manner that keeps your identity concealed).
4. Content, Notebooks, Licenses & Options
4.1 Instructors can upload to the Service a range of materials for access by Students in a Group, including presentations, readings, quiz questions, poll questions, etc. (“Content”). Content is presented as slides and organized in one or more presentation notebooks (each a “Notebook”) to be published to the Group. The type of Instructor Account, and the settings chosen by the Instructor, will govern whether a particular Notebook is (a) publicly available or not, and (b) licensed for reuse or not. Registered Instructors can view and manage account settings relating to public availability and re-use through their settings for the individual Notebook.
4.2 Notebook Designation as Public vs. Private
  1. Free Accounts of Non-Educator Instructor. If you are a Non-Educator Instructor and have a free account, then each Notebook that you create, including all Content in the Notebook, will be available to anyone who has access to the internet (“Public Notebooks”). Public Notebooks can be viewed by anyone with access to the Internet, can appear in response to database search queries, and will be available for others to access and view online. Accordingly, you hereby do and shall grant to each User and to the public a worldwide, non-exclusive, revocable license to access, view and publicly perform your Public Notebooks. This license ends when you delete the presentation or your account is closed (either by you or by us), except to the extent that the content has been shared with others and they have not deleted it.
  2. Paid Accounts and Educator Instructor Accounts. If you have an educational or paid account, you can choose to make individual Notebooks Public Notebooks, or Private Notebooks. New Notebooks in these accounts are Private Notebooks by default, unless the Instructor chooses otherwise.
    A Notebook designated as a Private Notebook, will not be available to the public. Rather, it will be available to you, and to the members of any Group that you publish it to. You hereby do and shall grant to each person with whom you share a Private Notebook a worldwide, non-exclusive, revocable license to access, view and publicly perform that Private Notebook. This license ends when you delete the presentation or your account is closed (either by you or by us), except to the extent that the content has been shared with others and they have not deleted it.
    A Notebook designated as a Public Notebook, will be publicly available and will be governed by the terms and licenses described above for Public Notebooks.
4.3 Allowing Re-use or Not. If a Notebook is designated as a Public Notebook, you may choose whether or not to “Allow Re-use” of that content. When you allow re-use of your Public Notebook, you hereby do and shall grant to each user of the Service a worldwide, non-exclusive, revocable license to use, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute and transmit your content. This license ends when you delete the presentation or your account is closed (either by you or by us), except to the extent that the content has been shared with others and they have not deleted it. Following are the default settings and options for “Allowing Re-use” or “No Re-use” by type of Instructor account:
Instructor Account Type "Re-use" Default Settings Options
Educator Default is "No Re-use" Instructor can switch to "Allow Re-use" for individual Notebooks.
Non-Educator Paid Account Default is "No Re-use" Instructor can switch to "Allow Re-use" for individual Notebooks.
Non-Educator Free Account Default is "Allow Re-use" Instructor Can switch to "No Re-use" for individual Notebooks.
4.4 Licenses to the Company for Content.
  1. In order to provide the Service to you in accordance with these terms, we need certain licenses from you in order for us to, e.g., host, store and display the content. For example, we need the right to publicly display/perform the work to allow us to display it on the computer monitor of any party who is not the copyright holder. We need the right to reproduce the content so that it can be saved to our servers. We need to create derivative works and modify the content, for example, when transcoding an uploaded image into a format that will work most efficiently with the Service.
  2. With respect to each Private Notebook, you hereby do and shall grant to the Company (and its successors, assigns, and third party service providers) a worldwide, non-exclusive, revocable, royalty-free, fully paid, sublicensable, and transferable license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute and transmit the content SOLELY FOR THE PURPOSE of providing the Service to you and to Students approved by you.. This license ends when you delete your Private Notebook or your account is closed (either by you or by us), except (i) to the extent that your Private Notebook has been shared with others and they have not deleted it and (ii) that we retain a license to maintain a back-up copy of your Private Notebook indefinitely for archival purposes.
  3. With respect to each Public Notebook, you hereby do and shall grant to the Company (and its successors, assigns, and third party service providers) a worldwide, non-exclusive, revocable, royalty-free, fully paid, sublicensable, and transferable license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute and transmit the content (1) for the purpose of providing you, and those with whom you have shared your presentations (including the public), with the Service; and (2) in connection with promotion and marketing of the Company products and services, including without limitation allowing third parties to search or index the content, in connection with email promotions, product demonstrations, and the like, and (3) for any other purpose. This license ends when you delete your Public Notebook or your account is closed (either by you or by us), except (i) to the extent that your Public Notebook has been shared with others and they have not deleted it and (ii) that we retain a license to maintain a back-up copy of your Public Notebook indefinitely for archival purposes.
  4. Regardless of whether you designate a Notebook as public or private, the Company makes no claim of ownership to your Content, and obtains no rights to your content other than as provided for herein.
4.5 License to other Users to use Content. With respect to all Content, you hereby grant to each User who has access to the Notebooks as a member of the Group (whether as an Instructor or Student) a non-exclusive license to access and use your Content in connection with their use of the Service.
4.6 Expiration and revocability of licenses. The Company makes it easy for users with qualified accounts to change a presentation’s public/private, and “allow reuse” status at any time. However, uses made of your presentation or the underlying Content, whether by the Company or its users, are subject to the licenses that were in place at the time such use was originally made by the person or entity who originally made the use. For example, licensed uses of a Public Notebook, or content that allows reuse, may continue to be made after such content is designated a Private Notebook, by those users who previously used the content under the prior license.
4.7 Responsibility for Content.
  1. By providing Content to the Service, you affirm, represent and warrant (1) that you have the necessary rights, licenses, consents and/or permissions to reproduce and publish the Content and to authorize the Company and its users to reproduce, modify, publish and otherwise use and distribute your Content in a manner consistent with the licenses granted by you herein, and (2) that neither your providing the Content nor the exercise of the licenses granted herein will infringe or violate the rights of any third party. You, and not the Company, are solely responsible for your Content and the consequences of posting or publishing them.
  2. As to any images or videos that you have found through use of search tools included in the Service and wish to use hereunder as Content, you understand that such content was identified through use of third party search and publishing functionality made available by Yahoo Flickr or Google or another service provider, and that any use of such images or video is subject to the terms of use of such third party provider. You, and not the Company, are solely responsible for evaluating whether such content can be used as Content, and for any consequences of posting or publishing such content. Terms of Use for Flickr can be found here: https://info.yahoo.com/legal/us/yahoo/utos/utos-173.html. Terms of Service for Google can be found here: http://www.google.com/intl/en/policies/terms/ . Terms of Service for YouTube can be found here: https://www.youtube.com/t/terms . Terms of Service for Khan Academy can be found here: https://www.khanacademy.org/about/tos .
5. Use of Content.
Users will have access to certain Content displayed by the Service on behalf of Instructors. You acknowledge that Content is subject to copyright law, and that you will not use any Content in any manner other than for your individual educational, non-commercial purposes. You may not reproduce, distribute, or otherwise use any Content in any other manner without express written permission from the Company or the owner of such Content. If you download or print a copy of any Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content, or enforce limitations on use of the Site or the Content displayed or made available therein.
6. Submissions that are not Content.
6.1 What are “Submissions”? As part of a Group, you may submit to the Service responses to quizzes or polls, written assignments, or discussion entries (“Submissions”). Submissions may be through slides in a Notebook, or through the Annotate.net chat feature (“Chat”).
6.2 Responsibility for Submissions. By providing a Submission on the Service, you affirm, represent and warrant (1) that you have the necessary rights, licenses, consents and/or permissions to reproduce and publish the Submission and to authorize the Company and its users to reproduce, modify, publish and otherwise use and distribute your Submission in a manner consistent with the licenses granted by you below, and (2) that neither your providing the Submissions nor the exercise of the licenses granted below will infringe or violate the rights of any third party. You, and not the Company, are solely responsible for your Submissions and the consequences of posting or publishing them.
6.3 License to the Company to use Submissions. In order to provide the Service to you in accordance with these terms, we need certain licenses from you in order for us to, e.g., host, store and display your submissions as part of the Service. Accordingly, you hereby do and shall grant to the Company (and its successors, assigns, and third party service providers) a worldwide, non-exclusive, revocable, royalty-free, fully paid, sublicensable, and transferable license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform and display to the Instructor(s) of the Group, publicly perform and display to other Users associated with the Group (this applies only to Submissions through the Chat feature), distribute and transmit the content SOLELY FOR THE PURPOSE of providing the Service to you and the other Users associated with your Group(s), and in each case subject to the Annotate.net Privacy Policy.
6.4 License to other Users to use Submissions. By providing Submissions, you hereby grant (a) to each Instructor who is associated with the Group a non-exclusive license to access and use your Submissions in connection with their use of the Service, and (b) to each other Student who is associated with the Group, a non-exclusive license to access and use your Chat Submissions in connection with their use of the Service.
6.5 The Company makes no claim of ownership to your Submissions, and obtains no rights to your Submissions other than as provided for herein.
7. Digital Millennium Copyright Act (DMCA)
7.1 Copyright owners who believe their material has been infringed on the Service should contact the Company’s designated copyright agent through our on-line notification form.
7.2 Notification must comply with the requirements set forth in Article 512(c) of the DMCA, and include:
  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. 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 such works at that site.
  3. Identification of the material that is claimed to be 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.
  4. Information reasonably sufficient for us to contact you, such as email, address, telephone number.
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. 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.
7.3 The Company responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to the process set forth in the DMCA.
8. Ownership of the Service; Software Included in the Service; Use of Third Party Functionality
8.1 The Service, and all software and other technology used in providing the Service, is owned in all respects by the Company and its licensors, and may be used solely for the limited purpose of using the functionality of the Service in the manner permitted by these Terms of Use. Accordingly, you are hereby granted a limited, personal, revocable, non-assignable, non-sublicensable, non-transferrable and non-exclusive license to use the Services, and to install and use the Software, for the limited purpose of using the Services in accordance with your Account subscription and this agreement during the term of such subscription. User shall not attempt, nor permit any other party to attempt, to reverse engineer, copy, modify, distribute, sell or use the Service, or the underlying technology, in any manner other than as expressly permitted hereunder. You shall not remove or alter any Company or third-party copyright notices in the Service and included software.
8.2 Depending on your account type and desired functionality, certain software components, such as the Annotate Mirror Client, may need to be downloaded and installed on your computer. Such software may be automatically updated on your computer when a new version or feature is available.
8.3 Upon logging in to the Annotate Mirror Client, the system checks your account privileges and loads certain software components into your computer’s memory for use while you are logged in, such as the AAC ELD software library for audio playback. Such software components may only be used on a single computer at a time, and accordingly will be automatically uninstalled when your session expires.
8.4 Use of Third Party Functionality. You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. Your use of such third party functionality is subject to the terms of use and conditions of such third party vendors, including, without limitation, the Google Terms of Service, and Yahoo Terms of Service for image search functionality, and YouTube Terms of Service or Khan Academy Terms of Service for video use.
9. Account Types, Payment, Refunds, Upgrading and Downgrading Terms
9.1 Information about the different types of user accounts, as well as their features and pricing, can be found here http://annotate.net/pricing.
9.2 A valid credit card is required for paying accounts. Free accounts are not required to provide a credit card number.
9.3 Fees will be charged to your credit card in accordance with the account type selected. We offer a short period to change your mind and request a refund as described at http://annotate.net/refund-policy . After that there will be no refunds or credits for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an open account. In order to treat everyone equally, no exceptions will be made
9.4 All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) income taxes.
9.5 Any upgrade in plan level shall commence a new 12 month subscription. Your credit card will be charged at the time of upgrade for a full twelve-months, but will be adjusted to subtract the fees already paid through a prior subscription for any overlapping periods with such prior subscription. For example, if a User subscribes for a twelve month period starting January 1, and then upgrades to a higher tier plan as of July 1, then the July 1 payment shall be for the full year at the higher rate, minus the fees already paid for the six months from July 1to December 31.
9.6 For any downgrade in plan level, the new fees shall take effect at the next billing cycle.
9.7 Downgrading your Service may cause the loss of Content, features, or capacity of your Account. The Company does not accept any liability for such loss.
10. Cancellation and Termination
10.1 You are solely responsible for properly canceling your account. You can “cancel” your account, or elect to “not renew”, at any time from your Account screen, available by clicking on the down arrow next to your name at the top of the screen. The Account screen provides a simple no questions asked cancellation link. An email or phone request to cancel your account is not considered cancellation.
10.2 After cancellation or non-renewal, you will not be able to recover your Content.
10.3 If you elect to “not renew”, then your subscription will expire at the end of the then current billing cycle for which you have already paid and you will not be charged again. If you elect to “cancel” the Service before the end of your current billing cycle, your cancellation will take effect immediately and you will not be charged again, and no refund will be issued.
10.4 The Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and termination of access to Content in your Account, and termination to all licenses granted by the Company hereunder. The Company reserves the right to refuse service to anyone for any reason at any time.
11. Modifications to the Service and Prices
11.1 The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof).
11.2 Prices of the Service, are subject to change upon 30 days’ notice prior to the next billing cycle. Such notice may be provided at any time by posting the changes for viewing at the next log-in to the Service.
11.3 The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
12. DISCLAIMER OF WARRANTIES
12.1 The Company does NOT warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or (v) any errors in the Service will be corrected.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
  1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  2. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK.
  3. THE COMPANY FURTHER EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH OR ARISING OUT OF CONTENT THAT IS PROPRIETARY TO THIRD PARTIES.
12.3 Exposure to Offensive Conduct or Content. While the Company prohibits certain types of conduct and Content on the Service, you understand and agree that the Company cannot be responsible for the conduct of Users or the Content posted by Users, and that you may be exposed to conduct or Content which do not conform to the Company’s requirements. You agree to use the Service at your own risk.
12.4 Links to Other Sites. The Site may include hyperlinks to sites maintained or controlled by others. The Company is not responsible for and does not routinely screen, approve, review or endorse the contents of or use of any of the products or services that may be offered at these sites. If you decide to access linked third-party websites, you do so at your own risk.
13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: ANY MATTER RELATING TO YOUR USE OF THE SERVICE. IN ANY EVENT, THE COMPANY’S TOTAL AND MAXIMUM LIABILITY TO YOU FOR ANY CLAIM FOR DAMAGES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED $100.
THE COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO ANY CONTENT BEING ACCESSED THROUGH THE USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION.
YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS LICENSE CONSTITUTE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND IN THE ABSENCE OF THOSE ELEMENTS: (A) THE TERMS IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT; AND (B) COMPANY'S ABILITY TO OFFER AND YOUR ABILITY TO OBTAIN THE SERVICE OR ANY PORTION THEREOF UNDER THIS AGREEMENT WOULD BE IMPAIRED.
14. INDEMNITY
You agree to indemnify and hold the Company and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service, your violation of these Terms of Use, or your violation of any rights of another party.
15. BETA VERSION & EXPERIMENTAL FEATURES
The Service is currently provided as a preliminary beta version only, and is accordingly subject to the following additional terms and conditions: (i) you acknowledge and agree that the Service is a pre-release versions and may not work properly; (ii) you acknowledge and agree that your use of the Service may expose you to unusual risks of operational failures; (iii) the Service is provided as-is, so we do not recommend using them in production or mission critical environments; (iv) the Company reserves the right to modify, change, or discontinue any aspect of the Service at any time; (v) future versions of the Service may change substantially, programs that use or run with the beta version may not work with future versions or subsequent releases, and features that are included in the beta version may not be included in future versions or subsequent releases. You acknowledge and agree that we may use your feedback for any purpose, including product development purposes. Any intellectual property inherent in your feedback or arising from your use of the Service shall be owned exclusively by the Company.
Further, at any time the Service may include features that are experimental and that may be removed from future versions or subsequent releases.
16. GENERAL PROVISIONS
16.1 Entire Agreement/Interpretation. These Terms or Use, and the other policies and agreements contemplated hereby, constitute the entire agreement between you and the Company with respect to your use of the Service, and may only be modified by a written amendment signed by an authorized executive of the Company, or by the posting by the Company of a revised version.
16.2 Assignment. These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you, and there shall be no third-party beneficiaries to this agreement.
16.3 Choice of Law and Forum. These Terms of Use and the relationship between you and the Company with respect to the Service shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. Any suit or proceeding arising out of or relating to these Terms shall be commenced exclusively in the federal and state courts located in the Commonwealth of Massachusetts and each party irrevocably submits to the jurisdiction and venue of such courts.
16.4 Waiver and Severability of Terms. The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.
16.5 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
16.6 Contact Information. If you have any questions or comments about this Agreement or our Privacy Policy, you can contact us using this form.