HomeMy WebLinkAboutTerms of Service - ArchiveSocial Daniel LeFever
From: Mia Goforth
Sent: Friday, January 27, 2017 1:24 PM
To: Joshua Surprenant
Cc: Kim McIntire; Daniel LeFever
Subject: RE: Archive Social
Attachments: Terms of Service - Arch iveSocia1.pdf
Perfect, now we can add to the Master Schedule of Contracts/Agreements in Laserfiche.
Thanks!
Mia
From:Joshua Surprenant
Sent: Friday,January 27, 2017 1:21 PM
To: Mia Goforth <M.Goforth@cityofcapecanaveral.org>
Cc: Kim McIntire<K.McIntire@cityofcapecanaveral.org>
Subject:Archive Social
Mia,
This was the reply.
Thanks for reaching out and hope you're having a great year so far! Since we do not require contracts,your account is
simply operating off of our terms of service. You can view our complete terms online at www.archivesocial.com/terms.
Attached is a PDF of said terms.
Thank you,
Joshua Surprenant
Joshua Surprenant
Community Engagement Director
Public Works Services Deputy Director
j.surprenant=,cityofcapecanaveral.org
321-243-8750 321-868-1248 fax
110 Polk Avenue. P.O.Box 326
Cape Canaveral,FL 32920
www.cityo fcapecanaveral.ori
Launch your connection...
Florida has a very broad public records law. As a result, any written communication created or received by the
City of Cape Canaveral officials and employees will be made available to the public and/or media upon request,
1
unless otherwise exempt. Under Florida Law, email addresses are public records. If you do not want your email
address released in response to a public-records request, do not send electronic email to this entity. Instead,
contact our office by phone or in writing
Florida has a very broad public records law. As a result, any written communication created or received by the
City of Cape Canaveral officials and employees will be made available to the public and/or media upon request,
unless otherwise exempt. Under Florida Law, email addresses are public records. If you do not want your email
address released in response to a public-records request, do not send electronic email to this entity. Instead,
contact our office by phone or in writing
2
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Q)ArchiveSocial
Terms of Service
THESE TERMS CONTAIN IMPORTANT DISCLAIMERS AND LEGAL INFORMATION.AMENDED
TERMS FOR STATE AND LOCAL GOVERNMENT AGENCIES CAN BE FOUND
HERE.httpJ/archivesociaLcom/terms-state-local-government
Last Updated: March 17, 2016
1 . THE AGREEMENTS: WHAT THEY ARE, WHO THEY
APPLY TO AND HOW THEY CHANGE
About you, us and these Terms. ArchiveSocial, Inc., a North Carolina corporation doing business as
ArchiveSocial (together with its parents, subsidiaries and affiliates, "ArchiveSocial", "we", "us" or
"our") maintains this website ("Website"), among other reasons, to provide you with a service to
automatically capture and archive certain social media activity for records management, e-discovery,
regulatory compliance and other related and/or relevant purposes (collectively, the "Service"). We
are pleased to offer you access to our Website and, for our Subscribers and their Representatives, to
the Service, subject to these Terms of Service (the "Terms") and our privacy policy, which is
accessible at http://archivesocial.com/privacy (the "Privacy Policy" and together with the Terms, the
"Agreements"). In addition, certain areas of the Website or the Service may be subject to additional
terms of use posted within, adjacent to or linked to from such areas, and any such terms are hereby
incorporated into these Terms.
Applicability of the Agreements to Users, including your Representatives. As used in the Agreements,
the terms "you" and "your"shall refer, as applicable, to (a) users of the Website who are not
Subscribers ("Non-Subscribers"), (b) users of the Website and/or the Service who are subscribers,
whether pursuant to a free trial or a paid subscription, who have completed the required registration
process described on the Website ("Subscribers") or(c) to owners, members, managers, directors,
employees, agents, contractors or other third parties who use the Website and/or the Service on
behalf of, at the direction of or for the benefit of a Subscriber (collectively, "Representatives" and
together with Non-Subscribers and Subscribers, the "Users"). If you are a Representative of a
Subscriber, you expressly represent, acknowledge and agree that(i) you have the authority to enter
into the Agreements on behalf of such Subscriber and to bind such Subscriber to the terms and
conditions set forth in the Agreements and (ii) that the terms and conditions of these Agreements
apply both to your use of the Website and/or the Service as an individual user and to the Subscriber
by virtue of your relationship with such Subscriber as its Representative. IF YOU DO NOT HAVE THE
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AUTHORITY SET FORTH ABOVE YOU MUST IMMEDIATELY CEASE ALL USE OF BOTH THE
WEBSITE AND THE SERVICE.
Your consent to these Terms. By proceeding beyond the Website's home page, you express your
consent to, agreement with, and understanding of, the Agreements. We may, in our sole discretion,
change the terms of the Agreements at any time by posting modified, updated or new applicable
terms and conditions and revising the "Last Updated" date at the top of the Terms and/or Privacy
Policy, as applicable. In addition, we may, in our sole discretion and with or without additional
notification to you, modify, restrict, change, or otherwise alter the Website and/or the Services, in
whole or in part, impose limits on certain features of the Services and/or the Website, restrict your
access to part or all of the Website or terminate any or all Services.
Amended Terms for Government Entities: Official use by state and local governments is subject to
these amended terms for state and local governments. Official use by federal agencies is subject to
these amended terms for federal government.
BY USING THE WEBSITE AND, IF YOU ARE A SUBSCRIBER, CHECKING THE "I AGREE TO THE
TERMS OF SERVICE" BOX INCLUDED AS PART OF THE REGISTRATION PRIOR TO
COMMENCING YOUR USE OF THE SERVICE, AND BY CONTINUING TO ACCESS AND USE THE
WEBSITE AND/OR THE SERVICES AFTER THE DATE THEREOF, YOU EXPRESSLY AGREE AND
CONSENT TO BE BOUND BY, AND EVIDENCE YOUR UNDERSTANDING OF THE TERMS OF, THE
AGREEMENTS, INCLUDING AS THEY MAY BE MODIFIED OR REVISED AS DESCRIBED ABOVE.
BECAUSE WE RESERVE THESE RIGHTS, YOU SHOULD VISIT THIS PAGE PERIODICALLY TO
REVIEW THE AGREEMENTS.IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE
AGREEMENTS YOU MAY NOT USE EITHER THIS WEBSITE OR THE SERVICE, AND YOU MUST
IMMEDIATELY CEASE ALL USE OF BOTH THE WEBSITE AND THE SERVICE. YOU ARE
ENCOURAGED TO PRINT AND TO READ THESE AGREEMENTS CAREFULLY AND TO CONTACT
US WITH ANY QUESTIONS THAT YOU MAY HAVE BEFORE COMMENCING YOUR USE OF THE
WEBSITE OR THE SERVICE.
2. RULES OF CONDUCT FOR ALL USERS
Restrictions on User Content. All Users shall use the Website and the Service for lawful purposes
only. You agree that you will make reasonable efforts to ensure that any information, including any
Archived Content, you provide, either directly to us or that we access through our provision of the
Service (collectively, "User Content"), does not include content, material, data or information,
regardless of form or medium, that:
a) is abusive, vulgar, obscene, hateful, fraudulent, threatening, harassing, defamatory, libelous or
which discloses without permission private or personal matters concerning any person other than
you;
b) you do not have the right or license to transmit or distribute to third parties under applicable law
(such as third-party copyrights, trade secrets, trademarks, securities, or other proprietary rights),
including under the other terms of service of any third party providing or assisting in making available
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such User Content, or under contractual or fiduciary relationships (such as nondisclosure
agreements);
c) contains or links to sexually explicit material or other material that is hateful or incites violence or
that advocates or encourages any illegal activity;
d) impersonate any person, or falsely state or otherwise misrepresent your identity or your affiliation
with a person or entity including, if you are a Representative of a Subscriber, such Subscriber;
e) you know or have reason to believe is provided, transmitted or distributed in violation of any
applicable law, regulation, ordinance, contract, order or other agreement that is binding on you
and/or your use of the Website or the Service;
f) contains viruses, malicious code, corrupted files, "Trojan Horses," or any other contaminating or
destructive features that may damage someone else's computer; or
g) otherwise violates the terms or conditions of these Agreements or is designed to interfere or
interferes in any way with our continued provision and operation of the Website and the Services,
either as presently provided and/or operated or as we may intend, in our sole discretion, to provide
and/or to operate the foregoing at any future point.
Restrictions on Users. In addition to the above restrictions pertaining to User Content, you
additionally represent, warrant, covenant and agree that, as a User of the Website and/or Service
you will not do, or assist any others in doing, any of the following:
h) use the Website or the Service to engage in or to promote any behavior or activity that is abusive,
vulgar, obscene, hateful, fraudulent, threatening, harassing, defamatory, libelous or which discloses
private or personal matters concerning any person;
i) use the Website or the Service to access or use any content, information or material to which you
do not have the necessary right or license, or otherwise knowingly violate, breach or infringe the
intellectual property, contractual or other rights of any third party;
j) use the Website or the Service to engage in or to promote any behavior or activity that involves
sexually explicit material or other material that is hateful or incites violence or that advocates or
encourages any illegal activity;
k) impersonate any person, or falsely state or otherwise misrepresent your identity or your affiliation
with a person or entity including, if you are a Representative of a Subscriber, such Subscriber;
I) use the Website or the Service to engage in or to promote any behavior or activity that constitutes
advertising, spam or any other form of solicitation, including chain letters and pyramid schemes,
other than as expressly permitted in connection with your use of the Website and/or Service;
m) knowingly violate any applicable law, regulation, ordinance, contract, order or other agreement
that is binding on you and/or your use of the Website or the Service;
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n) modify, disassemble, decompile, reverse engineer, revise or enhance all or any party of the
Website or the Services or create any derivative works or otherwise merge or utilize all or any part of
the Service or the Website with or into other computer programs, website, service or other materials
or attempt to discover all or any part of the Website's or the Service's source code;
o) copy, print, display, publish or transmit all or any part of the Website or the Services except as
expressly authorized herein or by us in writing;
p) sell, license (or sublicense), lease, assign, transfer, pledge, or share (including as a time share,
service bureau or otherwise) any of your rights under, in or to the Agreements, the Website and/or
the Service with or to any third party;
q) send or store any materials, data or information containing viruses, malicious code, corrupted files,
"Trojan Horses," or any other contaminating or destructive features that may damage someone else's
computer, or upload or insert code, scripts, batch files or any other form of scripting or coding into the
Website, the Service or any applications thereof or therein;
r) otherwise interfere with or disrupt the integrity or performance of the Website or the Services or
any User Content or Our Content contained therein;
s) attempt to gain unauthorized access to the restricted areas of the Website or the Service or its
related systems or networks; or
t) use the Website or the Service in any manner not intended by or explicitly prohibited by us.
Not intended for Users under 13 years of age. The Website and the Service are intended for
commercial users and is not directed toward any User under 13 years of age. If you are under age
13, please do not attempt to use the Website or the Service, to register with us or to provide us with
any User Content, including any Archived Content. If you are an approved User or Subscriber of the
site, you may in no event provide us with Archived Content or other User Content with respect to any
social media account, whether from a Supported Site or otherwise, with respect to a child under the
age of 13. If we learn that we have collected any User Content, Archived Content or other
information, including any personal information, from a child under age 13, we will use our best
efforts to delete that information as quickly as possible and may immediately terminate, delete and/or
suspend your Subscriber account and/or any User Content, if applicable, consistent with these
Terms. If you believe that we might have any information from a child under age 13, please contact
us at info@archivesocial.com. We strongly recommend that minors 13 years of age or older ask their
parents for permission before sending any information about themselves to anyone over the Internet
and we encourage parents to teach their children about safe Internet use practices.
3. ADDITIONAL RULES OF CONDUCT FOR
SUBSCRIBERS; CREDENTIALS
The registration process. In order to become a Subscriber, and to provide us access to your Archived
Content, you will be required to complete a registration process using the Website. As part of this
registration process you will provide us with certain information, including (i) your name, the name of
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the business for which you are a Representative, payment information and other information and (ii)
other information (collectively, "Permitted Accounts Information") with respect to any Permitted
Accounts (as defined below) you or your Representatives intend to use in connection with the
Website and/or the Service, including username, login information or other user credentials or
permissions. You represent, warrant, covenant and agree that all information (including your
Permitted Accounts Information) you provide to us as a Subscriber, including in connection with your
registration or otherwise, is true, accurate, current and complete, and you agree to maintain and
promptly update such information to keep it true, accurate, current and complete at all times.
Credentials and your responsibility to protect them. In connection with your registration, you will be
asked to create a username and password, and may also receive other information (such as a
personalized URL or other profile or registration information) that allows us to associate you with your
unique account to enable you to access the Service in the future (collectively, your "Credentials").
THE PRIVACY AND SECURITY OF YOUR CREDENTIALS ARE YOUR RESPONSIBILITY, YOU MAY
NOT TRANSFER OR SHARE YOUR CREDENTIALS WITH ANY THIRD PARTIES OTHER THAN
YOUR REPRESENTATIVES AND YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE
CONFIDENTIALITY OF SUCH CREDENTIALS. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE
SOLELY RESPONSIBLE AND LIABLE FOR ANY AND ALL USE OF YOUR CREDENTIALS,
WHETHER BY YOU, YOUR REPRESENTATIVE OR ANY THIRD PARTY, INCLUDING ALL
ACTIVITIES OR LIABILITIES RESULTING FROM THE USE OF THE WEBSITE OR SERVICE IN
CONNECTION WITH YOUR CREDENTIALS. You further covenant and agree to at all times update
us as necessary to ensure that you, and only you or those people you authorize, control your
Credentials, including notifying us immediately if the security of your Credentials is compromised and
obtaining new Credentials as directed through the Website.
4. DESCRIPTION OF THE SERVICE; ARCHIVING AND
ARCHIVED CONTENT
Archived Content. As part of the Service provided to active Subscribers, we will attempt to provide
you with the ongoing ability to periodically and automatically capture, generate, create, maintain
and/or archive copies of certain content, data and/or information that you transmit to and through
certain social media websites (your "Archived Content"), all as described in more detail on the
website. You hereby grant us a limited, worldwide, royalty-free, perpetual and irrevocable license,
with right to sublicense, to use, reproduce, copy, access, view, modify, edit, perform, display, prepare
derivative works of, reformat, translate, distribute and transfer your Archived Content, solely and to
the limited extent necessary to perform our obligations hereunder and to provide you with the
Services including, without limitation, to disclose such Archived Content to the applicable Supported
Site as necessary to comply with our or your terms and conditions of using such Supported Site.
Supported Sites and Permitted Accounts. In addition to the above license, in order for us to provide
the Service and to capture and to maintain Archived Content for you, you will need to provide us with
certain information with respect to any social media account through a website, platform or service
that we support(a "Supported Site") and that you would like to be included as part of your Archived
Content. You represent, warrant, covenant and agree that you have not, and that you will not, provide
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us with any Permitted Accounts Information or any other information in connection with any user
account for a Supported Site or other social media site in connection with your use of the Service and
our archival of any Archived Content other than with respect to user accounts for which (i) you are
the actual owner or (ii) you have been explicitly authorized to provide such access (for example, if
you are an authorized Representative of a Subscriber)(collectively, "Permitted Accounts"). If you fail
to abide by the foregoing provision, we may, in our discretion, immediately terminate your Subscriber
account, revoke or restrict your right to access or to use the Website, Service or your Archived
Content and/or delete or move any or all of your Archived Content.
Use by your Representatives. As part of using the Service, you may choose to grant one or more of
your Representatives with access to your Archived Content, to your Credentials, to your Permitted
Accounts Information and/or to additional information or credentials providing varying degrees of
access to your Subscriber account as created by us at your direction via the Website, including for
purposes of adding or removing one or more Permitted Accounts for use in connection with the
Service. In the event that you undertake any of the foregoing, you acknowledge and agree that you
are responsible for, and may be held liable in full, for the actions and omissions of such
Representatives.
Limitations on our ability to provide the Service and maintain Archived Content. In order for us to
provide the Service and to capture and to maintain Archived Content for you, we rely on you and on
the owners and operators of the Supported Sites to provide us with access to the content, data
and/or information you transmit to and through such Supported Site, typically through one or more
application programming interfaces or "APIs". For instance, if you change any Permitted Accounts
Information you have provided to us without, if necessary, first notifying us as directed through the
Website and/or Service, or otherwise limit or revoke our ability to access any of your Permitted
Accounts, we may be unable to continue to provide the Service as intended, or at all. It is also
possible that, without any notification to you or us, one or more Supported Sites will (a) change their
website or service, (b) change the APIs through which we access such website and/or service, (c)
amend the terms of use or other policies through which you or we use and access such website
and/or service, (d) provide incomplete or inaccurate information through their APIs or otherwise with
respect to the content, data and/or information you transmit to and through such Supported Site,
and/or (e) take other actions to restrict your or our access to such website and/or service and the
content, data and/or information contained therein. Any of these events could disrupt our ability to
provide the Service as intended, or to provide the Service at all, including our ability to capture or to
maintain your Archived Content as described on the Website and elsewhere. In addition, it is also
possible that our ability to provide the Service or to capture or to maintain your Archived Content
could be disrupted due to unanticipated or unplanned events, such as viruses, hacking or other
security vulnerabilities, the failure of equipment or services provided by us or by third parties or other
events, including force majeure events.
AS A RESULT, WHILE WE WILL UNDERTAKE COMMERCIALLY REASONABLE EFFORTS TO
PROVIDE THE SERVICE(INCLUDING WITH RESPECT TO ARCHIVED CONTENT) TO OUR
SUBSCRIBERS AS DESCRIBED IN MORE DETAIL ON OUR WEBSITE, WE CANNOT AND DO NOT
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REPRESENT, WARRANT OR GUARANTEE THAT WE WILL BE ABLE TO DO SO IN FULL AT ALL
TIMES OR AT ANY PARTICULAR TIME, NOR DO WE REPRESENT, WARRANT OR GUARANTEE
THAT WE WILL BE ABLE TO CAPTURE OR TO MAINTAIN FULL AND ACCURATE RECORDS OF
YOUR ARCHIVED CONTENT AT ALL TIMES OR AT ANY PARTICULAR TIME, NOR DO WE
REPRESENT, WARRANT OR GUARANTEE THAT ANY WEBSITE, PLATFORM OR SERVICE THAT
IS CURRENTLY A SUPPORTED SITE WILL REMAIN A SUPPORTED SITE. ACCORDINGLY, YOUR
USE OF THE WEBSITE AND THE SERVICE IS EXPRESSLY CONDITIONED ON YOUR
ACKNOWLEDGEMENT AND ACCEPTANCE OF THE LIMITATIONS SET FORTH IN THIS SECTION
4 AND THE LIMITATION OF LIABILITY SET FORTH IN SECTION 11 OF THESE TERMS.
5. OWNERSHIP OF USER CONTENT, INCLUDING
ARCHIVED CONTENT
We do not claim ownership of any User Content, including any Archived Content, except as expressly
described in this section with respect to Feedback; provided, however, that your use of the Service is
subject to your granting of the license to your Archived Content set forth in Section 4, as well as any
other reasonably necessary license to any other User Content, in order for us to perform our
obligations hereunder and to provide you with the Service. Notwithstanding the foregoing, any
comments, feedback, ideas and/or reports about the Website or the Service that you provide to us,
whether in written, electronic or any other form (collectively, "Feedback"), shall be considered our
proprietary and confidential information, and you hereby irrevocably automatically transfer and assign
to us, immediately upon creation, all of your right, title and interest in and to such Feedback, including
all intellectual property rights embodied in or arising in connection with such Feedback and any other
rights or claims that you may have with respect to any such Feedback.
6. OWNERSHIP OF THE WEBSITE, SERVICE, OUR
TECHNOLOGY AND OUR CONTENT
Other than with respect to the User Content, as described in Section 5 above, you acknowledge and
agree that we are the sole owners of all right, title and interest in and to all other portions of the
Website and the Service, including all software, software code, trade secrets, trademarks,
confidential or proprietary information or other intellectual property or intellectual property rights or
claims embodied therein or arising in connection therewith (collectively, "Our Technology"). You
acknowledge and agree that Our Technology is subject to copyright and other intellectual property
rights and laws, and that Our Technology may not be used, copied, modified, reproduced,
republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior
written permission and the prior written permission of our applicable licensors. You must abide by all
copyright notices, information, or restrictions contained in or attached to any of Our Technology.
Nothing in these Agreements grants you any right to receive delivery of a copy of Our Technology or
to obtain access to Our Technology except as generally and ordinarily permitted to like Users of the
Website or the Service according to these Agreements. Furthermore, nothing in these Agreements or
your use of the Website or Service will be deemed to grant, by implication, estoppel or otherwise, a
license to Our Technology.
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Certain of the names, logos, and other materials displayed on the Website or in the Service constitute
trademarks, trade names, service marks or logos ("Marks") of ArchiveSocial or our applicable
licensors and you acknowledge and agree that you shall have no right, license or authority to use
such Marks without our prior written consent and that the ownership of all such Marks and the
goodwill associated therewith remains with and will inure to us or to our licensors, as applicable. To
the extent indicated, any use of third party software or other technology provided in connection with
the Website or Service will be governed by the applicable third party licenses and not by these Terms.
In addition to Our Technology, the Website and the Services may contain other text, images,
audiovisual productions, opinions, statements, facts, articles, or other information created by us or by
third parties ("Our Content"). Our Content is for your reference only and, except as expressly
indicated otherwise, may not be relied upon by you for any purpose. We are not responsible for Our
Content's accuracy or reliability. In addition to any protections Our Content may have to the extent it
also constitutes Our Technology, you hereby acknowledge and agree that Our Content may not be
copied, duplicated, distributed, downloaded, sold or otherwise exploited by you in any way, except as
agreed to in writing by us.
7. FEES PAID BY SUBSCRIBERS
Fees in general. As a Subscriber, you agree to pay our applicable subscription fees (as listed on the
Website) for the Service, based on the level and/or type of Service for which you sign up. Your use of
the Service is limited to the restrictions established in your applicable Service plan (e.g., the number
of Permitted Accounts, the volume of new Archived Content, etc.).
All fees with respect to the Service will be billed in advance and any delay or non-payment of such
fees may result, in our discretion, in the termination, deletion and/or suspension of your Subscriber
account and/or any User Content(including Archived Content) consistent with these Terms.
In the event we are unable to collect the fees you owe us, we may take any other steps we deem
necessary to collect such fees from you, and that you will be responsible for all costs and expenses
incurred by us in connection with such collection activity, including collection fees, court costs and
attorneys' fees. Any amounts not paid when due shall bear interest at the lesser of 1.5%per month,
compounded monthly, or the maximum rate allowable pursuant to applicable law.
Renewal. Unless specifically agreed upon in writing between you and us at commencement of your
subscription to the Service, or unless you cancel the subscription using the appropriate mechanism
provided within the Service or notify us by email at support@archivesocial.com and receive
confirmation from us that you do not want your subscription to the Service to be automatically
renewed, you agree that we may automatically renew your subscription and automatically charge you
the applicable renewal or Service fees for such renewed subscription (as listed on the Website) for
the Service using the credit card or other payment information associated with your Subscriber
account at the expiration of each period of Service for which you have already paid.
Free Trials. If you register on the Website for a free trial of the Service (a "Trial"), we may make
certain aspects of the Service available to you on a trial basis free of charge until the earlier of(a) the
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end of the Trial period for which you registered or are registering to use the Service or (b) the start
date of your subscription to all or part of the Service. The Agreements, along with any additional
terms and conditions provided to you in connection with such Trial, shall apply to you as if you were a
Subscriber during the entirety of any such Trial. ANY ARCHIVED CONTENT CAPTURED OR
MAINTAINED IN CONNECTION WITH THE SERVICE DURING ANY TRIAL WILL BE PERMANENTLY
DELETED UPON THE EXPIRATION OF YOUR TRIAL PERIOD UNLESS YOU PURCHASE A PAID
SUBSCRIPTION TO THE FULL SERVICE OR TO THE SAME PORTION OF THE SERVICE AS
COVERED BY YOUR TRIAL PRIOR TO SUCH DATE. AT OUR SOLE DISCRETION WE MAY
PROVIDE YOU WITH A MECHANISM TO EXPORT SUCH ARCHIVED CONTENT PRIOR TO THE
CONCLUSION OF SUCH TRIAL PERIOD.
Refunds and Changes to Service. In the event that you cancel your subscription to the Service (but
not, for the avoidance of doubt, in the event that your subscription is terminated by us, including as a
result of your violation of the Agreements), you shall continue to have access to the portion of the
Service during the remaining period of time, if any, for which you have already paid to access and to
use the Service. You will not be entitled to any refund with respect to all or any portion of your
subscription to the Service or related Service fees which you may have paid in advance, regardless
of the reason you cease to use such Service or choose to cancel your subscription to such Service,
although we may elect to provide such a full or partial refund in our discretion. In the event that you
change subscription plans during the term of your current subscription to the Service you may be
eligible for a pro rata credit against the cost of any new Service fee or subscription amount based on
the remaining unused and prepaid portion of your prior subscription.
Promotions. We may run promotional offers from time to time on the Website with respect to the
Service. The terms of any such promotion will be posted on the Website or otherwise conveyed to
you. Unless otherwise indicated, we may establish and modify, in our sole discretion and at any point
in time, the terms and conditions of any such promotional offers.
8. PRIVACY STATEMENT AND SECURITY
We treat your privacy seriously and respect your concerns about how we may gather and/or use your
User Content, including your Archived Content. While we cannot guarantee the privacy and security
of your User Content, we will use commercially reasonable efforts consistent with other businesses of
a similar size and nature to help ensure the safety of your User Content. However, as more fully
described in the Privacy Policy, you acknowledge and agree that we cannot and do not represent,
warrant, covenant or guarantee that the Website, the Service or your User Content(including your
Archived Content) are invulnerable to all security breaches or immune from viruses, security threats
or other vulnerabilities.
In addition, when you initially access the Website, and on occasions when you access the Website
thereafter, we may collect certain data in addition to the data collected during registration for the
Services. Our Privacy Policy will govern how we may collect and use this data.
By assenting to these Terms and using this Website, you evidence your agreement with, and
understanding of, the Privacy Policy accessible on our Website. You may read and review our Privacy
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Policy at http://archivesocial.com/privacy. YOU ARE ENCOURAGED TO PRINT AND TO READ THE
PRIVACY POLICY CAREFULLY AND TO CONTACT US WITH ANY QUESTIONS THAT YOU MAY
HAVE BEFORE COMMENCING YOUR USE OF THE WEBSITE OR THE SERVICE.
9. COPYRIGHT INFRINGEMENT
Users or others that believe their copyright or other rights have been infringed by User Content
("Claimant") may provide ArchiveSocial's Designated Agent(identified below) written notice thereof
by including the following information:
• An electronic or physical signature of the person authorized to act on behalf of the owner of the
copyright or other interest.
• A description of the copyrighted work or other work that is alleged to have been infringed.
• A description of where the User Content that is allegedly infringing is located on the Website.
• The Claimant's address, telephone number, and email address.
• A written statement by the Claimant that he/she/it has a good faith belief that the disputed use is
not authorized by the copyright owner, its agent, or the law.
• A statement by the Claimant, made under penalty of perjury, that the above information in the
Claimant's notice is accurate and that the Claimant is the copyright owner or is authorized to act on
the copyright owner's behalf.
ArchiveSocial's Designated Agent for notice of claims of copyright or other forms of proprietary rights
infringement can be reached as follows:
ArchiveSocial, Inc. d/b/a ArchiveSocial
PO Box 3330
Durham, NC 27702
Email: support@archivesocial.com
If the disputed User Content was posted by a third-party identifiable through reasonable efforts, we
will provide reasonable notice to the third-party of the charge. If the third-party responds with a valid
counter-notification, we will provide the Claimant with a copy so that the Claimant may take any other
steps he/she/it may consider appropriate.
10. USER INDEMNITY
You agree to defend, indemnify and hold harmless us, our affiliates, agents, employees, directors,
officers, donors, grantees, licensors, content providers, service providers and volunteers from any
claims, actions, losses, damages, liabilities,judgments, settlements, and other costs and expenses
(including attorneys' fees and disbursements) arising out of or relating to: (a) your breach or failure of
your obligations under the Agreements, including any representation, warranty, covenant or
guarantee made by you or by your Representative on your behalf pursuant to these Terms or as a
condition of your use of the Website and/or the Service, (b) the placement by you of a link to the
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Website on or in any website, service, software program or in any e-mail, or (c) your access to and
use of the Website or the Service or participation in any activities arising from this Website or the
Service. Such indemnity shall include any costs and expenses incurred by us in any actions taken to
enforce this indemnity. 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, and you agree not to settle any such matter without our prior written
consent. We will use commercially reasonable efforts to notify you of any claim, action or proceeding
to which we are entitled to indemnification upon becoming aware of it.
11 . DISCLAIMER OF WARRANTY; LIMITATION OF
LIABILITY
THIS DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY APPLIES TO ANY DAMAGES
OR INJURY CAUSED BY ANY ACT OR OMISSION OF OURS OR ANY OF OUR AFFILIATES,
AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, DONORS, GRANTEES, LICENSORS, CONTENT
PROVIDERS, SERVICE PROVIDERS OR VOLUNTEERS, 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 DATA
(INCLUDING ANY ARCHIVED CONTENT AND/OR OTHER USER CONTENT), WHETHER FOR
BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE
OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER WE NOR ANY OF OUR
AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, DONORS, GRANTEES,
LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS OR VOLUNTEERS ARE LIABLE FOR
THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS AND THAT THE RISK
OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU AGREE THAT USE OF
OUR WEBSITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. WE MAKE NO WARRANTY
THAT THE WEBSITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE
WEBSITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE;
NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF THE WEBSITE OR SERVICE, OR THAT DEFECTS IN THE WEBSITE OR SERVICE WILL BE
CORRECTED. OUR WEBSITE, ALL CONTENT (INCLUDING BOTH USER CONTENT AND OUR
CONTENT) AND SERVICE ARE PROVIDED "AS IS,"AND "AS AVAILABLE" FOR YOUR USE ONLY,
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES,
UNINTERRUPTED ACCESS OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH US
OR THE WEBSITE. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING
WITHOUT LIMITATION ANY WARRANTIES CONCERNING THE AVAILABILITY AND ACCURACY OF
ANY CONTENT OR THE SERVICE(INCLUDING WITH RESPECT TO YOUR ARCHIVED DATA) OR
OTHER INFORMATION, PRODUCTS OR SERVICES PROVIDED BY US, AS WELL AS ANY
WARRANTIES OF TITLE OR NON-INFRINGEMENT OR WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
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NEITHER ARCHIVESOCIAL NOR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS,
OFFICERS, DONORS, GRANTEES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS
OR VOLUNTEERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION
WITH YOUR USE OF THE WEBSITE OR YOUR INABILITY TO GAIN ACCESS TO OR USE THE
WEBSITE OR THE SERVICE. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS
SECTION SHALL APPLY TO ALL CONTENT PROVIDED, ACCESSED, CONTROLLED OR USED BY
US IN CONNECTION WITH THE WEBSITE OR THE SERVICE, INCLUDING THE ARCHIVED
CONTENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY
NOT APPLY TO YOU; IN SUCH JURISDICTIONS, OUR POTENTIAL LIABILITY WILL BE LIMITED
TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY, IF ANY, FOR ALL CLAIMS, ACTIONS AND/OR
OMISSIONS ARISING FROM OR RELATED TO THE AGREEMENTS, THE WEBSITE AND/OR THE
SERVICE EXCEED THE FEES PAID BY YOU FOR USE OF THE SERVICE DURING THE TWELVE
MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, OR, IF NO
SUCH FEES HAVE BEEN PAID BY YOU, ONE U.S. DOLLAR($1.00 US).
IN THE EVENT THAT THIS SECTION 11 IS DETERMINED BY ANY COURT TO BE
UNENFORCEABLE, YOU AGREE THAT ANY CLAIM THAT YOU BRING AGAINST ARCHIVESOCIAL
OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, DONORS,
GRANTEES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS OR VOLUNTEERS
THEREOF SHALL BE BROUGHT ONLY IN YOUR INDIVIDUAL CAPACITY, AND SUCH CLAIM SHALL
NOT BE CONSOLIDATED WITH THE ARBITRATION, HEARING OR OTHER PROCEEDING
(INCLUDING WITHOUT LIMITATION ANY OTHER SUIT OR CLASS ACTION) BROUGHT BY OR
AGAINST ANOTHER USER OR US WITHOUT OUR EXPRESS WRITTEN CONSENT.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO YOU. IN SUCH CASES, THE FOREGOING LIMITATIONS, EXCLUSIONS AND
DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF
ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
12. FORCE MAJEURE
Without limiting the provisions of Section 11 or any other provision of the Agreements, under no
circumstances will we or any of our affiliates, agents, employees, directors, officers, donors, grantees,
licensors, content providers, service providers or volunteers be held liable for any delay or failure in
performance resulting directly or indirectly from acts of nature, forces, or causes beyond our
reasonable control, including, without limitation, Internet failures, computer equipment failures,
telecommunication equipment failures, other equipment failures, electrical power failures, strikes,
labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods,
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storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or
tribunals, or the non-performance of third parties.
13. ELECTRONIC COMMUNICATIONS
We can only give you the benefits of this Website and our Service by conducting business through
the Internet, and therefore we require you to consent to our giving you Communications
electronically. ThisSection 13 informs you of your rights when receiving Communications from us
electronically. For contractual purposes, and as a necessary condition to our agreeing to allow you to
use the Website and/or the Service, you (i) consent to receive communications from us in an
electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents,
disclosures, and other communications ("Communications") that we provide to you electronically
satisfy any legal requirement that such Communications would satisfy if it were in a writing and shall
have the same meaning, force and effect as if executed by hand, and all of the laws to which a hand
executed agreement are subject will govern the Agreements. Your consent to receive
Communications and do business electronically, and our agreement to do so, applies to all of your
interactions and transactions with us. The foregoing does not affect your non-waivable rights. You
may withdraw your consent to receive Communications electronically by contacting us in the manner
described below. If you withdraw your consent to receive Communications electronically you must, at
that time and in order to give effect to such withdrawal, immediately cease using the Website and the
Service. The withdrawal of your consent will not affect the legal validity and enforceability of any
obligations or any electronic Communications provided or business transacted between us prior to
the time you withdraw your consent. You hereby agree to keep us reasonably informed of any
changes in your email, mailing address or other applicable contact information so that you continue
to receive all Communications without interruption. A printed version of the Agreements shall be
admissible in judicial or administrative proceedings based upon or relating to the Agreements to the
same extent and subject to the same conditions as other business documents and records originally
generated and maintained in printed form.
14. CHOICE OF LAW
THE AGREEMENTS WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NORTH CAROLINA, APPLICABLE TO AGREEMENTS MADE AND WHOLLY
PERFORMED IN THAT STATE, WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS
THEREOF. HOWEVER, IF YOU ARE AN EDUCATIONAL INSTITUTION THAT IS WHOLLY OWNED
BY A STATE, OR A STATE GOVERNMENT INSTITUTION, THEN THE AGREEMENTS WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THAT STATE,
WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
Users will resolve any claim, cause of action or dispute with ArchiveSocial arising out of or relating to
the Agreements or the Website exclusively in state or federal court located in Durham County, North
Carolina. Users agree to submit to the personal jurisdiction of the courts located in Durham County,
North Carolina for the purpose of litigating all such claims.
15. CONTACT
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If you wish to contact us for any reason, please contact us at: Email: info@archivesocial.com, or use
the "Contact Us" link on this Website.
16. TERMINATION; SURVIVAL OF TERMS
Termination. You agree that we, in our sole discretion, may immediately terminate your access to the
Website and Services at any time, for any reason, in our sole discretion. We may provide you refunds
in our sole discretion and subject to the terms and conditions of Section 7 of these Terms. Upon
termination or expiration of your access to the Service, you will no longer have the right to access or
retrieve your Archived Content through the Website or the Service.
If you are a Subscriber, we will use commercially reasonable efforts to cease our archival of any new
Archived Content in connection with any of your Permitted Accounts promptly following the
termination of the termination or expiration of your subscription.
If you contact us within thirty (30) days of the date of the termination or expiration of a paid
subscription to the Service, and request a copy of your Archived Content, we will use commercially
reasonable efforts to provide you a copy of your Archived Content in a format determined by us.
Thereafter, and immediately in the event of any other termination or expiration of your right to use the
Service, you acknowledge and agree that we may delete any or all of your Archived Content and that
it is solely your responsibility to seek another source for your backup needs. We shall also use our
commercially reasonable efforts to delete all of your Archived Content promptly upon your written and
acknowledged request to us that we do so. NOTWITHSTANDING THE FOREGOING, IN CERTAIN
CIRCUMSTANCES WE MAY BE REQUIRED TO MAINTAIN OR OTHERWISE PRESERVE A COPY
OF SOME OR ALL OF YOUR ARCHIVED CONTENT FOR A SPECIFIED PERIOD OF TIME OR FOR
AN INDEFINITE PERIOD OF TIME IN ORDER TO COMPLY WITH APPLICABLE LAWS, RULES AND
REGULATIONS OR, IF YOU ARE A REPRESENTATIVE OF A SUBSCRIBER, IN ORDER TO COMPLY
WITH SUCH SUBSCRIBER'S POLICIES OR PROCEDURES AS THEY PERTAIN TO THE SERVICE,
AND YOU AGREE AND CONSENT TO OUR SO MAINTAINING OR PRESERVING SUCH ARCHIVED
CONTENT.
YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY
TERMINATION OF YOUR ACCESS TO THE WEBSITE OR SERVICES OR DELETION OF YOUR
ARCHIVED CONTENT. TERMINATION OR EXPIRATION OF YOUR SUBSCRIPTION TO THE
SERVICE OR OF YOUR RIGHT TO ACCESS OR TO USE THE WEBSITE OR THE SERVICE WILL IN
NO WAY MODIFY, CHANGE OR VOID ANY PAYMENT OBLIGATIONS YOU MAY HAVE INCURRED
UP TO THE DATE OF SUCH TERMINATION OR EXPIRATION.
Survival of terms. Except as set forth in the Agreement, in the event of termination or expiration of
your subscription to the Service or your right to otherwise access or to use the Website or the Service
or of these Terms, all of your rights pursuant to these Terms, the Service and the Website shall
terminate immediately; provided, however, that, as described above, any payment or other obligation
that has accrued as of such termination date shall survive such termination; provided, further, that
rights and the obligations of the parties set forth in Sections ,A61, 5 and 6 and Sections 10 through
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17, along with any other provision of these Terms required to enforce your or our rights and
obligations hereunder, shall survive the termination or expiration of these Terms and shall continue in
effect as described therein.
17. MISCELLANEOUS
Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of the
Agreements, including without limitation this Section 17. Paragraph headings and sub-headings are
solely for the convenience of reference and shall not be given any weight or effect in the
interpretation or construction of the Agreements. Waiver of any breach or default under any provision
of the Agreements shall not be effective unless it is in writing and executed by us, and shall not be
deemed to be, and shall not be, a waiver of any subsequent or continuing breach of, or default under,
such provision or of any other provision. The Agreements constitute the entire agreement between
you and us and supersede all prior or contemporaneous communications and proposals, whether
electronic, oral, or written, between you and us with respect to the Website or the Service. The
Agreements, including these Terms, are personal to you, and you may not transfer, assign or
delegate your right and/or duties under the Agreements to any third party. Any attempted transfer,
assignment or delegation in violation hereof is void. If any provision of the Agreements is deemed
invalid or unenforceable for any reason, such provision shall be deemed superseded by a valid,
enforceable provision that most closely matches the intent of the original provision and the remainder
of the Agreements shall continue in full force and effect. Any rights not expressly granted herein are
reserved.
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