ASSIMILATE Inc. Terms of Service
Effective April 14, 2014.
These terms and conditions (the “Terms”) govern your access to and use of (i) any hosted solutions provided by ASSIMILATE S, Inc., a Delaware corporation (“ASSIMILATE”), for online storage, sharing and processing of files, materials, data, text, audio, video, images or other content (collectively, “Content”); (ii) software provided or made available by us (the “Software”); (iii) our websites or applications; and (iv) any written or electronic guides or other documentation provided or made available by us (collectively the “Service(s)”). By accessing or using the Services, you (and any organization for which you are using the Services) are agreeing to these Terms and entering into a legally binding contract with us. “You" and "your" refer to you, as a user of the Services who accesses, browses, posts to or in any way uses the Services. "We," "us," and "our" refer to ASSIMILATE. Do not access or use the Services if you are unwilling or unable to be bound by these Terms.
1. Changes to the Terms of Service
We may modify the Terms from time to time. The most current version of these Terms will be posted on the ASSIMILATE website. You understand and agree that your access to or use of the Services is governed by the Terms effective at the time of your access to or use of the Services, including any trial periods. If we make material changes to these Terms, we will notify you by email or by posting a notice on the Services prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Services after the effective date of modifications to the Terms indicates your acceptance of the modifications.
2. User Account
a. Registered Users
To obtain access to certain Services, you may be required to become a registered user with us by completing a registration form and designating a user ID and password. When registering with us, you must: (i) provide true, accurate, current and complete information about yourself as requested by the Service's registration form, and (ii) maintain and promptly update this information to keep it true, accurate, current and complete. We, in our sole discretion may approve, disapprove, or withdraw approval at any time, with or without cause.
Only you may use your user account. You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf. You must contact us right away if you suspect misuse of your account or any security breach in the Service. You are responsible for all activities that take place with your account. We will not be liable for any loss or damage arising from any unauthorized use of your accounts. If a third party, such as an employer, gave you your account, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store Content in your account. If you are an individual registered user of the Service, and the domain of the primary email address associated with your account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establishes a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between us and the organization and controlled by such organization.
c. Suspension and Termination
We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind, in order to enforce these Terms. If, in our determination, the suspension might be indefinite and/or we have elected to terminate your access to the Service, we will use commercially reasonable efforts to notify you through the Service.
You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service. Upon termination by us, for reasons other than cause, or at your direction, provided all applicable subscription fees for committed periods have been fully paid, you may request access to Your Content (as defined below). You must make such request with ten (10) days following termination. Otherwise, any Content you have stored with the Service may not be retrievable, and we will have no obligation to maintain the Content stored in your account or provide you with any copies. If your access to the Service is not terminated for cause, we may have options for reactivating your account and restoring Your Content within a reasonable time period for an additional fee, but we may change these options at any time; therefore, access to Your Content after termination is not guaranteed.
In addition to other termination provisions, if your account it not currently subject to a paid subscription with us, we at our discretion may terminate your account if you do not engage in any activity in your account within thirty (30) days after becoming a registered user. In the event of such termination, any Content you may have stored will be lost.
You may terminate the Terms at any time by closing your account, discontinuing your use of the Services, and providing us with a notice of termination at the email or address listed on our website.
3. Consent to Electronic Communications and Solicitation
By registering with us, you understand that we may send you communications or data regarding the Services, including but not limited to (i) notices about your use of the Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding our products and services, via email. We give you the opportunity to opt-out of receiving some electronic mail from us by following the opt-out instructions provided in the message.
a. Our Proprietary Rights
As between us and you, we own and reserve all right, title and interest in and to the Services and all other items used to provide the Services. This includes but is not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, Software and all other elements and components of the Services, and excludes Your Content. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms. In the event that you provide comments, suggestions and recommendations to ASSIMILATE with respect to the Services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Services) (collectively, "Feedback"), you hereby grant to us a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.
We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Services in whole or in part except as expressly authorized by us. Any rights not expressly granted herein are reserved by us.
b. Your Content
Except for material that we license to you, we do not claim ownership of any Content that you submit, transmit, display, or store through your account in connection with the Services (“Your Content”). We also do not control, verify, or endorse Your Content or Content that others make available on the Services. You are solely responsible for Your Content, and you assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in your Content. You represent that you own, or have the necessary permissions to use, display or publish your Content and authorize the use of Your Content as described in these Terms.
You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
You will 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, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices. You must also maintain appropriate security, protection and backup copies of Your Content, which may include your use of additional encryption technology to protect Your Content from unauthorized access. 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 of Your Content.
You hereby grant us and our contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose Your Content posted on the Service solely to the extent necessary to provide the Services. We provide functions that allow you to control who may access Your Content. If you enable the features that allow you to share Your Content with others, those parties (including the general public, in certain circumstances) may have access to Your Content. We reserve the right to remove, screen, edit, or reinstate Your Content from time to time at our sole discretion for any reason or no reason, and without notice to you.
You must immediately notify us in writing of any unauthorized use of any (i) Your Content (ii) any account, or (iii) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through your account, 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.
c. Open Source Software
The Services may utilize or include third party software that is subject to open source license terms ("Open Source Software"). You acknowledge and agree that your right to use such Open Source Software as part of the Services is subject to and governed by the terms and conditions of any applicable open source license, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein (collectively, the "Open Source License Terms"). In the event of a conflict between these Terms and the Open Source License Terms, the Open Source License Terms shall control.
5. Restrictions on Use
You agree not to, and will not assist, encourage, or enable others to use the Services to:
- Harm others or the Services, or abuse, harass, stalk or otherwise violate the legal rights of a third party;
- Violate any third party's proprietary rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property right;
- Perpetrate a hoax, or engage in any fraudulent activity, phishing schemes or forgery or other similar falsification or manipulation of data;
- Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, phishing, or otherwise attempt to manipulate the Services or any third party website;
- Promote a business or other commercial venture or event, or otherwise use the Services for commercial purposes, except in connection with ASSIMILATE customer accounts;
- Store or transmit inappropriate Content containing defamatory, threatening, pornographic, libelous or otherwise objectionable material of any kind or nature; or
- Violate any applicable law, rule or regulation, whether in the United States of America or in any other country or jurisdiction.
You also agree not to, and will not assist, encourage, or enable others to:
- Violate the Terms;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services or Services Content (other than Your Content), except as expressly authorized by us;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;
- Use any robot, spider, services search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Services or any Services Content;
- Reverse engineer any portion of the Services;
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the Services;
- Attempt to gain unauthorized access to the Services, user accounts, computer systems or networks connected to the Services through hacking, password mining or any other means;
- Use the Services or any Services Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature;
- Use any device, software or routine that interferes with the proper working of the Services, or otherwise attempt to interfere with the proper working of the Services; or
- Use the Services to violate the security of any computer network, crack passwords or security encryption codes, disrupt or interfere with the security of, or otherwise cause harm to, the Services or Services Content.
We are under no obligation to enforce the Terms on your behalf against any other party. While we encourage you to let us know if the Terms have been violated, we reserve the right to investigate and take appropriate action at our sole discretion.
We reserve the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
If you have been presented with license terms that you must accept in order to use Software provided by us, those terms apply, and these Terms will apply to Services accessed online to the extent not covered by those separate license terms. If no license is presented to you, these Terms apply. We reserve all other rights to the Software. Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software. We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software.
The Software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users and end use. You are not permitted to transfer the Software or Service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department's compliance list at http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm
You represent and warrant that you are not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.
You agree to indemnify, defend, and hold us, our parent, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the "ASSIMILATE Entities") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Services, (ii) your violation of the Terms, any law or regulation (iii) any products or services purchased or obtained by you in connection with the Services, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. These obligations survive any termination of your access to the Services.
9. Disclaimer of Warranties
WE PROVIDE THE SERVICES "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS OUR LIABILITY TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH AN ATTORNEY PRIOR TO ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION.
a. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES.
b. THE MAXIMUM AGGREGATE LIABILITY OF THE ASSIMILATE ENTITIES TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THESE TERMS IS LIMITED TO $20.
c. THE ASSIMILATE ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
11. Third Parties
The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including other users’ content, websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. You acknowledge that we are not responsible for such content or services. We may also provide some Content to you as part of the Services. Any such activities, and any terms associated with such activities, are solely between you and the applicable third party.
Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third party content. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.
12. General Terms
13. Copyright Complaints and Removal Policy
We do not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported per email to firstname.lastname@example.org.