1. ELIGIBILITY TO USE WEBSITE
In order to use the Website, you must be (i) thirteen (13) years of age or older, and (ii) capable of forming legally binding contracts under applicable law. If you are using the Website as a business entity, you represent that you have legal authority to bind that entity to this Agreement.
2. USER ACCOUNTS AND PASSWORDS
To use certain optional features and functions of the Website, you may be given the opportunity to create user accounts with passwords. For more information, please refer to our Terms of Service.
3. USER-CONTRIBUTED WEBSITE CONTENT
A. We may provide you with an opportunity to transmit or post text, videos, photographs, images, sound files and/or other content to the Website and may provide for the hosting, sharing and/or publishing of such user-contributed content. We do not necessarily endorse, support, sanction, encourage, or agree with user-contributed content and expressly disclaim any and all liability in connection with any such content.
B. You will not transmit or post to the Website any content that: (a) is unlawful, threatening, harassing, abusive, false, inaccurate, deceptive, misleading, offensive, distasteful, inappropriate, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent, invasive of another’s privacy or harmful to minors in any way; (b) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law; (c) is copyrighted, protected by trade secret, patent, trademark or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit or post the material and to grant us all of the license rights granted herein; (d) refers derisively to the goods or services of others; (e) includes any disruptive elements that may damage or interfere with the Website such as computer viruses, spyware, spiders, crawlers, data mining tools, bots, worms, bombs, or Trojan horses; (f) includes advertisements or solicitations of business; (g) impersonates another person; (h) includes any person’s full name or personal or identifying information without that person’s authorization; or (i) violates the law or otherwise violates this Agreement.
C. In connection with any content you submit to the Website, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such content to enable inclusion and use of such content in the manner contemplated and permitted by this Agreement; (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in such content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of such content in the manner contemplated and permitted by this Agreement; and (iii) such content complies with this Agreement.
D. You understand that all user-contributed Website content is the sole responsibility of the person who transmits or posts such content to the Website. This means that you, and not we, are entirely and solely responsible for all such content that you transmit or post and for the consequences of our publication of such content on the Website. We do not and cannot review the content transmitted or posted by users and are not responsible for such content. However, we have the right, but not the obligation, to refuse, delete, move, remove, or edit any user-contributed Website content that violates this Agreement or is otherwise objectionable, as determined by us in our sole discretion and without notice to the contributor. Any specific complaints regarding user-submitted Website content must be directed to firstname.lastname@example.org, and any promise by us to investigate, delete, remove, or otherwise edit any such content shall be non-binding.
4. UNLAWFUL OR IMPERMISSIBLE USES OF THE WEBSITE
A. You agree not to: (i) systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of “bots” or otherwise; (ii) use any trademarks, tradenames or other intellectual property of ours or any other party from the Website as metatags on other websites, to disparage any party or in any manner that may damage any goodwill in the intellectual property; (iii) collect usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications; or (iv) delete or revise any material posted by another user.
B. The following activities on the Website are expressly prohibited: (i) any use of the Website, which in our sole judgment, degrades the reliability, speed, or operation of the Website or any portion of the Website or any underlying hardware or software thereof, (ii) any attempt to gain unauthorized access to our computer systems or networks; and (iii) any use of the Website which is unlawful or in violation of this Agreement.
5. INTELLECTUAL PROPERTY OWNERSHIP
A. Copyright. All materials contained in the Website, including without limitation software, text, videos, photographs, images, sound files and other materials, are protected by copyright laws, and may not be reproduced, republished, distributed, transmitted, sold, displayed, broadcast or otherwise exploited in any manner without the express prior written permission of either us or, in the case of content licensed by us from third parties, the entity that is credited as the copyright holder of such licensed content. Unauthorized use of content may violate copyright, trademark and other laws. You have no rights in or to the content and you may not use the content except as permitted under this Agreement.
B. DMCA Policy. We respect the intellectual property interests of other parties, and we do not permit infringement of intellectual property rights on the Website. If you believe that your work appears on this Website in a way that constitutes copyright infringement, or that any content on the Website otherwise infringes your copyright or other intellectual property rights, you may notify us at the address below by providing the information required by the Online Copyright Infringement Liability Limitation Act section of the Digital Millennium Copyright Act, 17 U.S.C. 512 (c)(3), including but not limited to the following:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A copy of the copyrighted work that you claim has been infringed, or a description of the copyrighted work, including the URL (i.e., web page address) of the location where the copyrighted work exists;
- Identification of the URL or other specific location on our Website where the material that you claim is infringing is located;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- Your address, telephone number, and e-mail address.
C. Trademarks, Service Marks, Graphics and Logos. The trademarks, service marks, graphics and logos used and displayed on the Website (including, without limitation, “Entrevi”, “Entrevi Solutions”, “Entrevi Connect”, the Entrevi Solutions logos, “Via 121 by Entrevi”, “Via 121”, the Via 121 logo, the Website logo, and the description tag lines “Bring them In”, “More Customers, More Often”, “Get new customers and keep them coming back”, “Smart Marketing”, “Mobile Customer Engagement”, “Inplaygo”, “Instaygo”) are our registered trademarks and service marks, or belong to our licensors or other third parties. You are not granted, expressly or by implication, estoppels or otherwise, any license or right to use any trademark, service mark, graphic or logo used or displayed on the Website, without our express written permission. Your use of the Website grants you no right or license to reproduce or otherwise use any of our trademarks, or those of any third parties.
D. Patents. The technology and products, including products that may from time to time be available on the Website, may be protected by one or more United States patents. International patents and patents pending may also be applicable in their respective countries.
E. License to Use Website. We retain all right, title and interest (including copyrights, trademarks, patents, as well as any other intellectual property or other right) in all content, materials and information (including without limitation all text, data, graphics and logos) on the Website. We grant you a limited, revocable, non-exclusive license to access the Website in accordance with this Agreement. Any other use of the Website is expressly prohibited. This license does not include any right of collection, aggregation, copying, duplication, display or derivative use of the Website nor any right of use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission.
F. License to User-Contributed Website Content. By transmitting or posting content to the Website, you grant us the perpetual, non-terminable, worldwide, nonexclusive, royalty-free, sublicenseable and transferable right and license to use, reproduce, edit, remove, modify, publish, transmit, display, distribute, have distributed, promote, perform, and prepare derivative works of, all or any potion of such content in any form, in any medium now existing or hereinafter invented for any purpose, including commercial uses. You waive any moral rights you may have in such content. You also grant each and every Website user a non-exclusive license to access such content through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of the Website and under this Agreement. If you delete content, we will use reasonable efforts to remove it from our Website and server, but you acknowledge that caching or references to the content may not be made immediately unavailable.
G. Feedback. We welcome and value your comments and feedback regarding our Website or services. By submitting feedback to us, you assign to us, free of charge, all worldwide rights, title and interest in such feedback, including all copyrights and other intellectual property rights. We will be entitled to use any feedback you submit, and any ideas, concepts, know-how or techniques contained therein, for any purpose whatsoever, including but not limited to inclusion of such feedback on the Website or in promotional or advertising materials, or incorporation of such feedback into the development, manufacture and marketing of our products and services, in all cases without restriction and with no obligation to provide any notice, attribution or compensation to you.
You may be able to use the Website to purchase optional goods or services. Please refer to our Terms of Service for more information.
We reserve the right to display advertisements on the Website.
8. TERM AND TERMINATION
Either of us may terminate this Agreement at any time, with or without cause and with or without notice. If you wish to terminate this Agreement, you may simply discontinue using the Website.
10. DATA TRANSMITTAL
You acknowledge and agree that, regardless of your physical location, we may store and process any data transmitted from you both within and outside of the United States.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, Section 5 (Intellectual Property Ownership), Section 14 (Disclaimers of Warranty), Section 15 (Limitations of Liability) and Section 16 (Indemnity).
In the event that you have a dispute with one or more other users of the Website, you hereby agree to release, remise and forever discharge us and any other user of the Website, each of our and their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs, and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute and/or your use of the Website. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
13. RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither of us shall have authority to contract for or bind the other in any manner whatsoever.
14. DISCLAIMERS OF WARRANTIES
A. Site provided “as-is, as-available”. Access to our Website and the materials comprising the Website, including without limitation data, software and documentation, is provided by us as a service to you on an as-is, as-available basis. We, our employees, affiliates, agents and licensors make no, and expressly disclaim any, representations or warranties, express or implied, regarding: (i) the Website, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose or non-infringement; or (ii) the correctness, accuracy, completeness, timeliness, and reliability of the text, images, graphics, links to other sites and any other items on the Website or accessed via the Website, or (iii) that the Website will be uninterrupted, error-free or free of viruses or other harmful components. All efforts will be used to maintain the Website but you should not assume that it is error-free or suitable for the particular purpose that you intended when gaining access to the Website. We make no commitment to update the information on the Website. We reserve the right to make changes and improvements at any time and without notice, and assume no liability for damages incurred directly or indirectly as a result of errors, omissions or discrepancies. We may add features to or remove features from the Website at any time and from time to time in our sole discretion. We may change, suspend or discontinue any aspect of the Website at any time, including availability of Website features, database, or content. We may also impose limits on certain features or services or restrict your access to all or part of the Website without notice or liability. We periodically schedule system downtime for maintenance and other purposes. Unplanned outages also may occur. We will have no liability for the resulting unavailability of the Website or for any loss of data or transactions caused by planned or unplanned system outages, or any outages of webhost providers. You acknowledge that you are using the Website at your own risk.
B. No liability for third party content. No advice or information given by us or any other party on the Website shall create any warranty or liability. The views and opinions of authors published on this Website do not necessarily reflect our opinions, beliefs, or positions. Further, we are not responsible for, and do not control, any content or advertisements transmitted or posted to the Website by a third party, nor do we take any responsibility for the goods or services provided by our advertisers. Reference to any specific commercial products, processes, or services by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply our endorsement or recommendation. Our Website contains links to and frames of sites which are not maintained by us. While we try to include only links to or frames of those sites which are in good taste and safe for our visitors, we are not responsible for the content of those sites and cannot guarantee that sites will not change without our knowledge, and inclusion of such links and frames in our Website does not imply our endorsement of the linked or framed sites or their content.
15. LIMITATION OF LIABILITY
To the fullest extent permitted by law, in no event shall we or any of our parents, subsidiaries, affiliates, or any of their respective partners, officers, directors, employees, agents or representatives have any liability whatsoever to any person for any direct or indirect loss, special or consequential damages for lost revenues, lost profits, liability, cost, claim, expense or damage of any kind, whether in contract or in tort, including negligence, or otherwise, arising from or in connection with the Website, the materials contained herein, or the internet generally. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action arising out of or related to your use of all or part of this Website. These disclaimers of warranties and limitations of liability shall apply to the fullest extent permitted by applicable law.
You hereby agree to indemnify, defend and hold us, our parents, subsidiaries, and affiliates, our contractors, licensors and other clients, and our and their respective partners, directors, officers, employees, agents, representatives and any other users of the Website (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of your use of the Website, your transmission or posting of content thereto, your unauthorized use of material obtained from the Website, any unauthorized use of your Website user account or password, your breach of this Agreement or the representations, warranties and covenants made by you herein, your violation of any law, regulation or any right of any other person or entity, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter, and you shall not in any event settle any matter without our written consent.
You agree that your sole and exclusive remedy to any issues relating to the Website is to discontinue using the Website.
If any portion of this Agreement is found by a court of competent jurisdiction to be unlawful, void, invalid or otherwise unenforceable, then the court shall endeavor to give effect to the parties’ intention as reflected in that portion and the portion shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining portion, which will remain in full force and effect.
19. NO WAIVER
The failure of either of us to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
Except as explicitly stated otherwise, any notices shall be given (in the case of you contacting us) by email to email@example.com. If we need to send you notice, we may send such notice to the email address you provide to us during the registration process (if any). Notice shall be deemed given upon receipt or twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to any address provided to us during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
21. GOVERNING LAW
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware.
22. MANDATORY ARBITRATION
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to dispute resolution costs and attorneys’ fees.
23. FORCE MAJEURE
If by reason of failure of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond our control, we are unable to perform in whole or in part our obligations as set forth in this Agreement, then we shall be relieved of those obligations to the extent it is so unable to perform, and such inability to perform shall not make us liable to you or other third parties.
24. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof, the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.
We reserve the right, at our sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/or features (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
26. ASSIGNMENT OF RIGHTS
You may assign your rights under this Agreement to any third party that consents to, and agrees to be bound by, its terms and conditions; we may assign our rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of each of us and our successors and permitted assigns.
Updated: October 19, 2017