Toolchain Labs, Inc.
Effective: September 15, 2021
|1.||Acceptance of the Terms and Conditions.|
|1.3||In addition to such other terms as are defined in this Agreement, the following terms have the following meanings:
(a) An "Account" represents your legal relationship with the Company. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on the Service. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of Organizations.
(b) "Beta Previews" mean software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
(c) The “Service” refers to the applications, software, products and services provided by the Company, including any Beta Previews.
(d) “User” and “you” refer to the individual person, company, or organization that has visited or is using the Web Site or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 18 years of age. Special terms may apply for business or government Accounts.
|1.4||Some Service features may be subject to additional terms specific to that feature or product that we publish on the Service, and such additional terms are hereby incorporated into this Agreement. If you have signed a separate written agreement with the Company as an enterprise customer of any of the Company’s products and services, that separate written agreement will apply with respect to such products and services (and this Agreement will apply to your use of the Web Site and other components of the Service).|
|2.||Use of the Web Site and Service.|
|2.1||Subject to this Agreement, you retain ultimate administrative control over your User Account and the Content within it. The "owner" of an Organization that was created under this Agreement has ultimate administrative control over that Organization and the Content within it. Within the Service, an owner can manage User access to the Organization’s data and projects. An Organization may have multiple owners, but there must be at least one User Account designated as an owner of an Organization. If you are the owner of an Organization under this Agreement, we consider you responsible for the actions that are performed on or through that Organization.|
|2.2||You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting this Agreement on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid Account, in which case additional information will be necessary for billing purposes. You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted. Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid Organization may only provide access to as many User Accounts as your subscription allows.|
|2.3||You are responsible for keeping your Account secure while you use the Service. You are responsible for maintaining the security of your Account and password. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will promptly notify the Company if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.|
|2.4||This Web Site and Service contain material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content, Web Site and Service shall automatically terminate and you shall immediately destroy any copies you have made of the Content.|
|2.5||You are responsible for all Content posted and activity that occurs under your Account (even when Content is posted by others who have Accounts under your Account). “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We have the right to refuse or remove any User-Generated Content that, in our sole discretion, violates any laws or Company terms or policies. You retain ownership of and responsibility for Your Content. If you are posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post. You grant us and our legal successors the right to store, copy and otherwise use Your Content as necessary to provide the Service, including improving the Service. In addition, any User-Generated Content you post publicly may be viewed by others. If you set any of your pages to be viewed publicly or otherwise post any User-Generated Content, you grant each User of the Web Site or Service a nonexclusive, worldwide license to use, display, and perform Your Content through the Service and to reproduce Your Content solely on the Service or Web Site as permitted through the Service’s or Web Site’s functionality. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Company Users.|
|2.6||The Company only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.|
|2.7||Beta Previews may not be supported and may be changed at any time without notice. In addition, Beta Previews are not subject to the same security measures and auditing to which the Service has been and is subject. By using a Beta Preview, you use it at your own risk. You agree that any non-public Beta Preview information we give you, such as information about a private Beta Preview, will be considered Company’s confidential information, regardless of whether it is marked or identified as such, and you agree to only use such information for the express purpose of testing and evaluating the Beta Preview (the “Purpose”), and not for any other purpose. You agree to use the same degree of care as you would with your own confidential information, but no less than reasonable precautions, to prevent any unauthorized use, disclosure, publication, or dissemination of such information. You promise not to disclose, publish, or disseminate any such information to any third party, unless we don’t otherwise prohibit or restrict such disclosure. This section will not apply to information that is: (a) or becomes publicly available without breach of this Agreement through no act or inaction on your part (such as when a private Beta Preview becomes a public Beta Preview); (b) known to you before we disclose it to you; (c) independently developed by you without breach of any confidentiality obligation to us or any third party; or (d) disclosed with permission from Company. You will not violate the terms of this Agreement if you are required to disclose such information pursuant to operation of law, provided the Company has been given reasonable advance written notice to object, unless prohibited by law.|
|2.8||If you choose to give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our products or services (collectively, “Feedback”), you acknowledge and agree that Company will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate the Feedback into our products, services, and documentation.|
|2.9||The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on this Web Site are registered and unregistered trademarks or service marks of the Company. Other company, product, and service names located on the Web Site or Service may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on the Web Site or Service or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Site or Service without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without the Company’s prior written consent. All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit.|
|2.10||You agree not to: (a) take any action that imposes an unreasonable load on the Web Site’s or Service’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or Service or any activity being conducted on the Web Site or Service, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site or Service, (4) delete or alter any material posted on the Web Site or Service by the Company or any other person or entity, or (5) frame or link to any of the materials or information available on the Web Site or Service.|
|2.11||The Web Site and Service contain links to or integrations with third-party web sites or services (collectively, “External Sites”). These links and integrations are provided solely as a convenience to you and not as an endorsement by us of the content on or functionality of such External Sites. The content and functionality of such External Sites is developed and provided by others. You should contact the provider of those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content or functionality of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
|2.12||Certain elements of the Web Site or Service are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by this Agreement. None of the Content for the Web Site or Service may be retransmitted without the express written consent from the Company for each and every instance.|
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Web Site or Service hosted by the Company infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). DMCA Notices and counter notices with respect to the Web Site and Service should be sent to the Company at:
584 Castro St #136
San Francisco, CA 94114
By Email: email@example.com
|3.||Limitation of Liability and Disclaimer of Warranties.|
|3.1||THE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEB SITE, SERVICE OR CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE WEB SITE, SERVICE OR CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE, SERVICE AND THE CONTENT AT YOUR OWN RISK.
THE COMPANY PARTIES DO NOT WARRANT THAT THE WEB SITE OR SERVICE WILL OPERATE ERROR FREE OR THAT THE WEB SITE OR SERVICE, OR ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE, SERVICE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE WEB SITE, SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
|3.2||IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY (I) loss of profits, use, goodwill or data, or for any incidental, indirect, special, PUNITIVE, consequential or exemplary damages, however arising, INCLUDING ANY OF THE FOREGOING RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE, SERVICE OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) AGGREGATE DAMAGES TO YOU IN EXCESS OF THE AMOUNT YOU HAVE PAID THE COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). We will have no liability for any failure or delay due to matters beyond our reasonable control.|
|3.3||SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.|
|3.4||IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.|
|You agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content, Service or Web Site. The Company shall provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter.|
|5.||Termination of the Agreement.|
|5.1||The Company reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and/or your access to all or any part of the Web Site, Service or the Content at any time and for any reason without prior notice or liability. The Company reserves the right to change, suspend, or discontinue all or any part of the Web Site, Service or the Content at any time without prior notice or liability. You may also terminate your Account be using the functionality provided by the Service for such termination.|
|5.2||All provisions of this Agreement which, by their nature, should survive termination will survive termination, including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.|
|6.||User Must Comply with Applicable Laws.|
|6.1||This Web Site is hosted in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Site, Service or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.|
|6.2||The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.|
|This Agreement is governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in San Francisco County in the State of California. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Company and you, this Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. The Company may assign or delegate its rights (including license rights) and obligations under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under this Agreement without our prior written consent, and any unauthorized assignment and delegation by you is void. Any information submitted or provided by you to the Web Site might be publicly accessible. Important and private information should be protected by you. The Company is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights. Communications made through email or the Company support messaging system will not constitute legal notice to the Company or any of its officers, employees, agents or representatives in any situation where notice to Company is required by contract or any law or regulation. Legal notice to Company must be in writing and served on Company's legal agent at the following address: Toolchain Labs, Inc., 584 Castro Street, San Francisco, CA 94114; Attn: Legal.