Effective Date: November 15, 2019
- Updates. These Terms may be updated or amended by us from time to time without notice to you by our posting a revised version of these Terms in the footer of our website at www.permaweb.io. Any changes to these Terms will be effective prospectively as of the date noted when the updated Terms are posted. It is your responsibility to periodically review these Terms in case of any such updates or amendments. If you do not agree to any updates or amendments, you must cease using our Platforms and the Service.
- NOTICE OF BINDING ARBITRATION AND CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE OR CLAIM RELATED TO THESE TERMS, OR ARISING OUT OF YOUR ACCESS TO OR USE OF ANY OF OUR PLATFORMS OR THE SERVICE, MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS AND MAY NOT BE ARBITRATED OR OTHERWISE PURSUED AS A CLASS ACTION. PLEASE SEE SECTION 15 BELOW.
- Terms Applicable to the Service Only.
- Account. To use the Service, you must first set up an account (“Account”) by completing the registration process at www.permaweb.io. To set up your Account, you must establish a login ID and password, and provide us with the information requested during the registration process, including your first and last names and email address. You agree to keep your login ID and password confidential and to not share such information with others.
- Responsibility for Your Account. You are solely responsible for any authorized or unauthorized access to or use of your Account by any person, and for all fees and charges incurred for the Service by your Account. You agree to notify us promptly (at firstname.lastname@example.org) regarding any unauthorized access to or use of your Account. You further agree that you will remain liable for any fees and charges incurred by your Account for the Service during any period before you notify us of any such unauthorized access to or use of your Account.
- Subscription Period. Your access to the Service through your Account will be on a month-to-month basis (prorated for the first calendar month during which you register), and will automatically renew on the first day of each calendar month until terminated, subject to your payment of the monthly fee as set forth in Section 2.3 below.
- Payment Terms.
- Monthly Fee. The fee to subscribe to the Service will be specified on http://permaweb.io/pricing. Permaweb reserves the right to change the amount of this fee at any time as we may determine in our sole and absolute discretion, provided that we will notify you of any such change and it will apply on a prospective basis only.
- Payment. The foregoing fee shall be due and payable each month via credit/debit card(s) placed on file with Permaweb when you set up your Account (or as may be updated in your Account settings), during the ordering process or via subsequent account updates on the due date of each invoice. Invoices will be emailed to you prior to any credit card charges being placed at the beginning of each billing period. Should your credit card be declined for any reason, Permaweb will contact you to notify them of the declined charge, and will continue to resubmit the credit card on file for payment until the balance is paid in full. If the Company is not able to charge your credit card as noted above for the full amount due, you authorize Permaweb to split the total amount due across multiple debit transactions to the credit card(s) on file equaling the total amount due.
- Cancellation. You may cancel your subscription to the Service at any time, and you will continue to have access to the Service through your Account through the end of the calendar month during which you cancel. We do not provide any refunds or credits for any partial-month periods. To cancel your subscription to the Service, please click here, or visit the “My Account” section of the Service, and follow the instructions for cancellation of the Service. YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION TO THE SERVICE WILL AUTOMATICALLY RENEW ON THE FIRST DAY OF EACH CALENDAR MONTH, AND THAT YOU MUST CANCEL YOUR SUBSCRIPTION TO THE SERVICE ON OR BEFORE THE LAST DAY OF THE PREVIOUS MONTH IN ORDER TO AVOID BEING CHARGED FOR THE FEE FOR SUCH UPCOMING MONTH.
- Data from Your Accounts.
- Third-Party Accounts. To facilitate your use of the Service, you must designate one or more email and/or calendar accounts operated by third parties (each a “Third-Party Account”), from which your email and calendar information and other data (collectively, “Input Data”) will be retrieved for the Service. Specifically, you hereby grant Permaweb (and our service providers engaged to act on our behalf) a limited power of attorney, and you hereby appoint Permaweb (and our service providers) as your attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access, on a read-only basis (except for purposes of payment as set forth in Section 2.3 above), to such Third-Party Accounts in order to have your Input Data retrieved for purposes of rendering the Deliverables (defined below) to you and otherwise providing the Service to you, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN PERMAWEB (OR ANY OF OUR SERVICE PROVIDERS) ACCESSES AND RETRIEVES INFORMATION FROM YOUR THIRD-PARTY ACCOUNTS, PERMAWEB (OR OUR SERVICE PROVIDER) IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE PROVIDER OF THE THIRD-PARTY ACCOUNT.
- Input Data. As between you and Permaweb, all Input Data that you provide or allow to be provided to the Service shall remain your exclusive property. You understand and agree that you are solely responsible for all of your Input Data.
- Deliverables. As between you and Permaweb, all summaries, reports, and other derivative versions of your Input Data generated by, or otherwise made available to you via, the Service (collectively, the “Deliverables”) shall also be your exclusive property. YOU EXPRESSLY ACKNOWLEDGE THAT ALL DELIVERABLES ARE PROVIDED TO YOU ON AN “AS IS” BASIS.
- Licenses. You grant Permaweb a non-exclusive, transferable, sublicensable, fully paid, worldwide license to use, copy, prepare derivative works of (including excerpting, in whole or in part), distribute and display your Input Data and Deliverables (collectively, “Your Content”) solely for purposes of providing the Service to you. You authorize Permaweb to store copies of any or all of Your Content as we deem necessary in order to facilitate the operation of the Service.
- Representations. You hereby represent and warrant that you have all rights, consents, and permissions necessary to grant the licenses set forth in this Section 2.5, without requiring the payment of any fees or charges. You shall not provide or allow to be provided to the Service any information or other data for which you do not have all necessary rights, consents, and permissions needed to so provide or so allow to be provided such information or other data. YOU ALSO HEREBY REPRESENT AND WARRANT AT ALL TIMES DURING WHICH YOU USE THE SERVICE THAT YOU ARE AUTHORIZED TO PROVIDE US WITH THE ACCESS SET FORTH IN SECTION 2.5.1 TO ALL THIRD-PARTY ACCOUNTS DESIGNATED BY YOU THROUGH THE SERVICE IN ORDER TO RENDER THE DELIVERABLES TO YOU AND PROVIDE THE SERVICE TO YOU. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS NOT ENDORSED OR SPONSORED BY ANY THIRD PARTY MAINTAINING OR OPERATING ANY SUCH THIRD-PARTY ACCOUNT.
- Permaweb Content.
- Ownership. Except for Your Content, all information, data, materials, text, graphics, images, and other content available on any of our Platforms or through the Service (collectively, the “Permaweb Content”) is the property of Permaweb or that of our suppliers or licensors. Except as expressly provided in these Terms, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, transmit, or distribute any of the Permaweb Content for any public or commercial purpose without our express written consent.
- Licenses. We hereby grant you a personal, non-exclusive, non-transferable, non-sublicensable license to access and use any publicly available portions of our Platforms, and the Permaweb Content available thereon, solely for lawful purposes and subject to your compliance with these Terms. If you create an Account on the Service by completing the registration process set forth in Section 2.1 above, we also hereby grant you a personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Service, and the Permaweb Content available thereon, solely for lawful purposes and subject to your compliance with these Terms.
- Errors. The Permaweb Content may contain typographical errors or other errors, inaccuracies or deficiencies, and may not be complete, accurate or up to date. We reserve the right to correct any error, deficiency, omission or inaccuracy in any Permaweb Content at any time, but we do not guarantee that any such errors, deficiencies, omissions or inaccuracies will be corrected.
- Modifications to the Platforms. We reserve the right to modify or discontinue any of our Platforms, in whole or in part, at any time.
- Modifications to the Service. We also reserve the right to modify or discontinue the Service, in whole or in part, at any time.
- Linked Websites and Apps.
- Modifications. We reserve the right to add, modify, remove, or decline, without providing notice, any features or links to any Third-Party Site from any of our Platforms, or to introduce different features, functionality or links to different users of our Platforms.
- User Limitations and Prohibited Activities.
- Limitations on Use. As a condition of your access to or use of the Service and/or any of our Platforms, you agree to comply with all of these Terms and all applicable laws, rules and regulations, and to provide us with only truthful, complete and accurate information.
- Prohibited Activities. As a condition of your access to or use of the Service and/or any of our Platforms, you further agree not to do, or attempt to do, or cause any third party to do or attempt to do, any of the following:
- impersonate another person;
- send, transmit, or otherwise transfer to or through the Service or any of our Platforms any material or information that may violate any rights of any third party, including any copyright, trademark, privacy, or other personal or proprietary right;
- send, transmit, or otherwise transfer to or through the Service or any of our Platforms any material containing viruses or any other destructive materials or data or code which may corrupt, interfere with, jeopardize, disrupt, disable, harm or otherwise impede in any manner the operation of any computer system, hardware or software;
- decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, programming of the software associated with the Service or any of our Platforms;
- probe, scan or otherwise test the vulnerability of the Service or any of our Platforms, or our underlying systems or network, or breach any security or authentication measures or policies without proper authorization;
- access the Service or any of our Platforms with any data extraction, mining, scraping or other data gathering tools, or otherwise collect or scrape any Permaweb Content from the Services or any of our Platforms without our written consent;
- intercept or access any information transmitted to or from the Service or any of our Platforms that is not intended to be received by you;
- republish, distribute, modify, transmit, display or create derivative works from or otherwise exploit in any manner any of the Permaweb Content;
- violate any applicable law, rule, or regulation; or
- violate any policies, procedures, requirements of the Service or any of our Platforms that we disclose to you.
- No License to Source Code. You acknowledge that your right to access and use the Service and our Platforms does not extend to any source code of any kind.
- Intellectual Property Rights.
- Copyright. The Service and our Platforms, and all Permaweb Content thereon, are protected by copyright owned by Permaweb or licensed to us from applicable copyright owners. You agree not to engage in the use, copying, or distribution of any portion of the Service (except for Your Content), our Platforms, or the Permaweb Content, other than as expressly permitted by these Terms. If you download or print a copy of any of the Permaweb Content, you must retain all copyright and other proprietary notices contained therein. Any reproduction, modification, creation of derivative works from or redistribution of the Service (except for Your Content) or any of our Platforms is expressly prohibited
- Trademarks. All trademarks, service marks, logos and trade names on the Service and our Platforms, registered and unregistered, are proprietary to Permaweb or to other applicable parties. You may not reproduce, display or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of Permaweb or the appropriate owner thereof. All design rights, compilation rights, and similar intellectual property rights in and to the Service and our Platforms, whether registered or unregistered, and related goodwill are owned exclusively by and are proprietary to Permaweb or our licensors.
- Restrictions. You shall not rent, lease, loan, sell, distribute or create derivative works of any of the Service (except for Your Content), our Platforms, or the Permaweb Content. Any commercial use of the Service (except for Your Content), our Platforms, and/or the Permaweb Content is strictly prohibited, except as allowed under these Terms or otherwise approved in writing by Permaweb.
- Reservation of Rights. All rights not expressly granted to you in these Terms are hereby reserved by Permaweb.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PERMAWEB AND OUR AFFILIATES, AS WELL AS OUR AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, PENALTIES, FEES, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) INCURRED, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF (I) THE SERVICE, ANY OF OUR PLATFORMS, ANY OF THE PERMAWEB CONTENT, OR ANY OF YOUR CONTENT, OR (II) YOUR VIOLATION OF ANY OF THESE TERMS OR ANY THIRD-PARTY RIGHTS. Notwithstanding anything to the contrary herein, your obligations in this Section 9 do not apply to any claims, damages, obligations, losses, liabilities, costs, penalties, fees, or expenses of any kind to the extent arising from any act or omission of Permaweb or any of our affiliates.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICE, OUR PLATFORMS, ALL PERMAWEB CONTENT, AND ALL DELIVERABLES ARE PROVIDED ON AS “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, PERMAWEB DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. PERMAWEB DOES NOT WARRANT THAT ACCESS TO THE SERVICE OR THE PLATFORMS WILL BE UNINTERRUPTED, ERRORFREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, THE PLATFORMS, THE PERMAWEB CONTENT, OR THE DELIVERABLES WILL BE FREE OF VIRUSES, TROJANS OR ANY OTHER HARMFUL COMPONENTS. YOUR ACCESS TO AND USE OF ANY OF THE SERVICE, THE PLATFORMS, THE PERMAWEB CONTENT, OR YOUR CONTENT IS AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE DEVICE, OR ANY LOSS OF DATA, RESULTING FROM YOUR ACCESSING OR USING THE SERVICE, THE PLATFORMS, THE PERMAWEB CONTENT, OR YOUR CONTENT. To the extent that applicable law does not allow limitations of implied warranties, some or all of the limitations or exclusions in this Section 10 may not apply to you.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, PERMAWEB AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, OR ANY LOST PROFITS OR LOST REVENUES, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, THE PLATFORMS, THE PERMAWEB CONTENT, OR YOUR CONTENT, EVEN IF PERMAWEB OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ISSUES RELATING TO YOUR USE OF ANY OF THE SERVICE, THE PLATFORMS, THE PERMAWEB CONTENT, OR YOUR CONTENT, IS TO DISCONTINUE YOUR USE OF THE SERVICE, THE PLATFORMS, THE PERMAWEB CONTENT, AND YOUR CONTENT. To the extent that applicable law does not allow limitations of liability, some or all of the limitations or exclusions in this Section 11 may not apply to you.
- For Use in the United States Only.
The Service and our Platforms are intended only for natural persons who are citizens or other lawful residents of the United States of America, including any of its territories or possessions (collectively, the “U.S.”), and who are located in the U.S. We do not intend to and do not offer the Service outside the U.S. We control and operate the Service and our Platforms from our offices in the U.S., and all information in connection therewith is processed within the U.S. We do not represent that any material available through the Service or on any of our Platforms is appropriate or available for use in locations other than the U.S.
Permaweb reserves the right to terminate your access to or use of the Service and/or any of our Platforms at any time in our sole discretion. Upon any such termination, you must destroy any Permaweb Content obtained from our Platforms and all copies thereof. The provisions of these Terms which contemplate surviving, including the provisions concerning security, prohibited activities, copyrights, trademarks, disclaimers, limitation of liability, indemnity, and jurisdictional issues, shall survive any such termination.
Any claim, dispute or cause of action arising from these Terms or any use of the Service, any of our Platforms, or any Permaweb Content (“Dispute”) shall be governed and construed in accordance with the laws of the State of Delaware, without reference to any conflicts of law provisions therein.
- Dispute Resolution; Class Action Waiver
- YOUR AGREEMENT TO ARBITRATE YOUR CLAIMS. YOU SHOULD CAREFULLY REVIEW THIS SECTION 15. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS EXCEPT FOR MATTERS THAT YOU FILE IN SMALL CLAIMS COURT IN THE STATE OR MUNICIPALITY OF YOUR RESIDENCE WITHIN THE JURISDICTIONAL LIMITS OF THE SMALL CLAIMS COURT AND AS LONG AS SUCH MATTER IS ONLY PENDING IN THAT COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING BUT THE ARBITRATION PROCEDURES MAY BE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. AN ARBITRATOR’S DECISION IS AS ENFORCEABLE AS ANY COURT ORDER AND IS SUBJECT TO A VERY LIMITED REVIEW BY A COURT. YOU EXPRESSLY AGREE TO THIS SECTION 15 AS A CONDITION OF ACCESSING OR USING THE SERVICE, ANY OF OUR PLATFORMS, OR ANY PERMAWEB CONTENT.
- Informal Dispute Procedures. For any Dispute you have with Permaweb or concerning these Terms, you agree to first contact us at email@example.com and to attempt to resolve such Dispute informally.
- Arbitration. In the unlikely event that we are unable to resolve any Dispute you bring to our attention after sixty (60) days, and for any other Dispute we raise, you and Permaweb agree that, except where prohibited by law, all Disputes shall be resolved individually and exclusively by final and binding arbitration administered by JAMS, and conducted before a single arbitrator, all pursuant to the JAMS Comprehensive Arbitration Rules and Procedures that are in effect at the time arbitration is initiated (the “JAMS Rules”). For more information on JAMS, the JAMS Rules, or the process for filing an arbitration claim, you may call JAMS at (800) 3525267 or visit the JAMS website at www.jamsadr.com.
- No Class Actions or ClassWide Relief. You and Permaweb agree to the following with respect to the arbitration of any Dispute hereunder: (a) ANY CLAIM MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) the arbitration will be held at a location in your hometown area unless you and we both agree to another location or telephonic arbitration; (d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (e) we reserve the right, in our sole discretion, to assume responsibility for any or all of the costs of the arbitration; (f) the arbitrator will honor claims of privilege and privacy recognized at law; (g) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (h) the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (i) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law. ANY RIGHT TO A TRIAL BY JURY, WHETHER ON AN INDIVIDUAL OR A CLASS BASIS, IS HEREBY WAIVED.
- Survival. This Section 15 will survive termination of these Terms or your right to access or use the Service or any of our Platforms. With the exception of the subpart prohibiting arbitration on a class or collective basis, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the JAMS Rules, then the balance of this provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein. If for any reason a claim proceeds in court rather than in arbitration, the Dispute will be exclusively brought in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence.
- Miscellaneous Terms.
- No Joint Venture or Agency Relationship. You agree that your use of the Service or any of our Platforms does not create any joint venture, partnership, employment or agency relationship between you and Permaweb.
- No Implied Waiver. Any failure of Permaweb to exercise or enforce any rights or provisions of these Terms shall not constitute a waiver of such right or provision.
- Headings. All headings provided in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
- Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you. Any assignment or transfer by you shall be null and void. Permaweb may assign these Terms without restriction. These Terms shall inure to the benefit of and be binding upon Permaweb’s successors and assigns.
- Severability. If any term or provision of these Terms is declared unlawful, void, or unenforceable for any reason by any court or arbitrator in any jurisdiction, then such term or provision will be deemed severable from the remaining terms or provisions in such jurisdiction and will not affect the validity and enforceability of such remaining terms or provisions in these Terms.
- Contact Information.