Effective June 30, 2019
1. Acceptance of These Terms
We provide the Application subject to these Terms. These Terms include our Privacy Notice (available through the Application or online at https://negotiation-360.com/privacy), which explains how we collect and use data from users of the Application. In addition, particular elements of the Application, such as discussion forums or other interactive features of the Application, may include separate guidelines for using those element of the Application, and those guidelines are also part of these Terms.
These Terms form a binding contract between you and us. By signing up for the Application, or by downloading, installing, or using the Application in any way, you acknowledge and agree that (a) you have read these Terms, (b) you understand all of the terms and conditions of these Terms, and (c) you will comply with and be legally bound by these Terms. If you do not agree with any part of these Terms, you may not install or use the Application, and you must delete it from your device.
2. Changes to These Terms
We may update these Terms, including our Privacy Notice and any of our user guidelines, at any time. Whenever we do so, we will attempt to notify you at the email address we have on file for you, if any, and the latest version of these Terms and our Privacy Notice will be accessible through the Application.. Whenever you use the Application, you are indicating that you agree to the most recent version of these Terms, including our Privacy Notice, so please navigate to these Terms regularly for updates. If you object to any such update or otherwise become dissatisfied with the Application in any way, your only recourse will be to discontinue use of the Application immediately.
3. License to the Application; Updates
On the condition that you comply at all times with these Terms, we grant you a limited, personal, non-exclusive, non-transferable license to (a) download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“your device”) strictly in accordance with the Application’s documentation.
We may in our sole discretion at any time develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including any related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the Application. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Application. Based on your device settings, when your device is connected to the internet either: (i) the Application will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates.
You agree to download and install all Updates promptly and acknowledge that the Application may not operate properly should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to these Terms.
4. Third-Party Materials; Other Users
Use of certain features of the Application may include use of third-party products, content, links and/or services (“Third-Party Materials”) identified on the Application or our website. For example, features that allow you to share your negotiation results or other information, including User Content (defined and further discussed below), or tools that enable user interactions may be provided by third parties. Third-Party Materials and links are provided solely as a convenience to you. Your interactions with any such third parties and your use of any Third-Party Materials is at your sole risk and may be governed by separate terms and conditions (which may include separate privacy policies) relating to your use of those Third-Party Materials.Similarly, your interactions with other users are solely your responsibility, including your obligation to comply with the terms below relating to User Content and Restrictions on Use of the Application.
We make no representation or warranty as to the accuracy, completeness, authenticity or any other aspect of Third-Party Materials and User Content, and we are not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of Third-Party Materials or User Content. If you are not able to access or use the Third-Party Materials for any reason, you may not be able to use the applicable feature of the Application, in which case your sole remedy will be to terminate your use of the Application. If there is a dispute between users of the Application, or between users and any third party, you understand and agree that we are under no obligation to become involved, and you hereby release us, our affiliates, and our and their respective officers, directors, employees, agents, successors and assigns from all claims, demands and damages (actual and consequential) of every kind or nature, known, suspected or unknown, arising out of or in any way related to such disputes.
5. Restrictions on the Use of the Application
You are solely responsible for your use of the Application (and that of anyone else who uses the Application on your behalf or via your device or account). You agree not to do any of the following:
- rent, lease, lend, sell, sublicense, or create derivative works of the Application;
- distribute the Application or make the Application available over a network where it could be used by multiple devices at the same time;
- modify, disclose, decompile, reverse engineer, disassemble, attempt to derive the source code, underlying ideas, or algorithms of the Application or any part of the Application, except to the extent required by applicable law;
- use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, monitor, scrape, reformat, frame, mirror, or index any portion of our website (including any content available via the Application), or transmit any computer virus, worm, defect, Trojan Horse or other item of a destructive or disruptive nature;
- remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or labels on or in the Application;
- use the Application in any manner that could interfere with, disrupt, negatively affect, or inhibit our other users from fully enjoying the Application or that could damage, disable, overburden, or impair the functioning of our systems or networks;
- contact anyone who has asked not to be contacted;
- “stalk” or otherwise harass anyone;
- promote a business or other commercial venture or event, or otherwise use the Application for commercial purposes, except as expressly permitted by us;
- collect personal information about other users for any purpose without verifiable consent of such users;
- send bulk emails or other communications, surveys, or other mass messaging, or engage in keyword spamming, or otherwise attempt to manipulate results of the Application or any third-party website;
- use the Application for any other illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms;
- attempt to gain unauthorized access to any of our systems or networks;
- use the Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation our rights or the rights of any third party;
- impersonate or misrepresent your affiliation with any person or entity;
- build a competitive product or service, or copy any features or functions of the Application;
- disclose to any third party any performance information or analysis relating to the Application;
- post, link or transmit User Content, repeatedly post the same or similar User Content, or otherwise impose, in our sole determination, an unreasonable or disproportionately large load on our infrastructure; or
- cause or permit any third party to do any of the foregoing.
6. User Content
The Application may contain features that allow users and third parties to post, submit, store, transmit, link, or otherwise provide User Content to us or our personnel, other users of the Application, or other applications or websites. “User Content” means postings, comments, messages, files, images, photos, results, and other information and materials. User Content is the sole responsibility of the party from which such User Content originated, and you are entirely responsible for all User Content that you post, transmit or otherwise make available via the Application. You further acknowledge and agree that we may not be able to control, and we are not responsible for, any User Content, and that we are under no obligation to pre-screen, approve, monitor, remove, or return any User Content (although we have the right, without obligation, to do so for any reason). You understand that by using the Application, you may be exposed to User Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable or in violation of our User Content guidelines. You agree that you must evaluate, and bear all risks associated with, the use of any User Content.
In addition to the restrictions listed above, regardless of whether you believe you have been prompted by the Application or other users, you agree that you will not, and will not permit or enable anyone else to, upload, use, create, transmit, store, display, distribute, share, or otherwise provide any User Content that:
- is false, illegal, or fraudulent, or that would encourage, solicit, foster, glorify or provide instructions for any criminal or civil offense;
- may create a risk of harm to anyone;
- contains or comprises any confidential information, including without limitation any confidential information about a transaction or other parties or participants in any negotiation;
- is obscene, pornographic, indecent or sexually explicit;
- is derogatory, demeaning, inflammatory, malicious, defamatory, abusive, offensive, hateful, harassing, humiliating (publicly or otherwise), libelous or otherwise objectionable;
- you do not have a right to make available under applicable law or under contractual or fiduciary relationships; or
- infringes, misappropriates or violates the intellectual property or proprietary rights of others (including, but not limited to, rights of privacy and rights of publicity).
7. Proprietary Rights
The Application and its entire contents, features and functionality (including, but not limited to, all information, software, data, text, displays, images, scripts, icons, typefaces, media, source and object code, queries, algorithms, and the design, selection and arrangement thereof) is owned by us, our licensors, or other providers of such materials and is protected to the maximum extent permitted by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws and international treaties. Except for the limited right to use the Application as set forth above, no right, title, or interest in or to the Application or any party of the Application is transferred to you, and all rights not expressly granted to you in these Terms are reserved by us and our licensors. User Content displayed on or through the Application may be protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Application, in whole or in part, or the collective work, is prohibited. You further agree not to reproduce, duplicate or copy User Content from the Application without express written consent, and you agree to abide by any and all copyright notices displayed on the Application. You may not use any trademarks, logos, product or service names, designs or slogans displayed on or through the Application for any purpose without prior, written permission from us or our applicable licensor.
8. Use of Your Information
You acknowledge that when you download, install, or use the Application, we or our service providers may use automatic means to collect information about your device and your use of the Application. You may also be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with the opportunity to share information about yourself with others. All information we collect through or in connection with the Application is subject to our Privacy Notice. By downloading, installing, using, and providing information to or through the Application, you consent to all actions we take with respect to your information in compliance with our Privacy Notice.
We do not claim ownership of User Content. By providing User Content, you automatically grant, and you represent and warrant that you have the right to grant, to us (and our service providers who help us make the Application available) an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, distribute, and prepare derivative works of such User Content for the purpose of providing the Application and for any other purpose for which you provided such User Content. For example, if you post a comment or result for viewing by other users, you are granting us the right to make that comment or result visible to those users. We may use your User Content for other lawful purposes, subject to our compliance with the terms of our Privacy Notice. We may compile and use aggregated and anonymized information, including information derived from your User Content, without restriction. Except as otherwise expressly agreed in writing, no compensation will be paid to you for any User Content or other materials that you submit on or through the Application.
We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas, survey responses or other information or materials that you provide regarding us or the Application, whether by email, posting through the Application, or otherwise (“Feedback”).Any Feedback you submit will become our sole property, and we will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Accordingly, please do not send Feedback to us if you expect to be paid or want to continue to own or claim rights in your Feedback. You agree not to submit any Feedback that is defamatory, illegal, offensive, or otherwise violates any right of any third party, or breaches any agreement between you and any third party.
10. Infringement Claims
We respect intellectual property rights, and we expect our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please notify our agent for notice of claims of copyright or other intellectual property infringement (“Agent”), at email@example.com.
Please include the following information in your notice:
- a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work or other intellectual property claimed to have been infringed;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- information reasonably sufficient to contact the complaining party, such as an address, telephone number and, if available, email address at which the complaining party may be contacted;
- a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright or other intellectual property owner, its agent, or applicable law; and
- a statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We may give notice of a claim of copyright or other infringement to our users by means of a general notice on our website, electronic mail to a user’s email address in our records, or by written communication sent to a user’s address in our records. In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, and at our sole discretion, the right to access and use the Application for those users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Application and/or terminate the right of any user to access and use the Application for the infringement of any intellectual property rights of others, whether or not there is any repeat infringement.
11. Important Disclaimers
You agree that use of the Application is entirely at your own risk. The Application is provided on an “as is” and “as available” basis, without any warranties of any kind. All express and implied warranties, including, without limitation, any warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law. To the fullest extent permitted by law, we do not warrant, and we hereby disclaim all liability for (a) the security, reliability, timeliness, completeness, accuracy, and performance of the Application, (b) other services, goods, or other materials or information, received through or advertised on the Application, or accessed through any links in the Application, (c) the failure of the Application to meet your requirements or expectations, and (d) any harm to your device, loss of data, or other harm that results from your access to or use of the Application or any of its contents. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
12. Limitation of Liability
In no event will we or our third-party service providers be liable to you for any incidental, special, indirect, consequential, exemplary or punitive damages whatsoever, arising out of or related to the Application or these Terms, regardless of the cause of the damages or the theory of liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed, or emotional distress), product liability, strict liability or any other theory, even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
In no event will we our or our third-party service providers’ total liability arising out of or related to the Application or these Terms exceed the lesser of (a) the amount you paid for the Application or (b) U.S. $100.
13. Term and Termination
The term of these Terms commences when you download and install the Application and will continue in effect until terminated by you or by us as set forth in this Section.
You may terminate these Terms by deleting the Application and all copies thereof from your device.
We may terminate these Terms at any time without notice if we cease to support the Application, which we may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any provision in these Terms.
Upon any such termination, (a) all rights granted to you under these Terms will also terminate, and (b) you must cease all use of the Application and delete all copies of the Application from your device.
Termination will not limit any of our rights or remedies at law or in equity.
You agree to defend, indemnify and hold us and our officers, directors, employees, contractors, representatives, heirs and assigns harmless, at your sole expense, from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of or resulting from (a) your use of the Application or the use of the Application by a third party accessing your account, including any infringement of rights of third parties, or (b) your breach of these Terms.
15. Export Regulation
The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
16. US Government Rights
The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
This provision requires you and us to arbitrate certain disputes and limits the manner in which both parties can seek relief. Please read it carefully. Arbitration prevents either party from suing the other party in court or from having a jury trial.
You and we agree to arbitrate any dispute, claim, or controversy arising from or related to these Terms or the Application, except that neither you nor we shall be required to arbitrate any dispute in which either party seeks equitable and/or other relief for the alleged unlawful use of intellectual property rights. Arbitration will be conducted confidentially in Boston, Massachusetts, by a single arbitrator in accordance with the rules of the American Arbitration Association. Except as expressly provided in these Terms, the arbitrator shall have the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. To the fullest extent permitted by applicable law, whether the dispute is heard in arbitration or in court, no arbitration or claim under these terms will be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of the Application, and neither you nor we will commence against the other a class action, class arbitration, or other representative action or proceeding.
Governing Law and Dispute Resolution. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. The state and federal courts located in Suffolk County, Massachusetts, will have exclusive jurisdiction over any suit in connection with the Application or these Terms that is not subject to arbitration, and you and we hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. If a party initiates any proceeding regarding these Terms and such proceeding is not subject to arbitration, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.
Enforcement and Waiver. The restrictions and other provisions in these Terms apply to the fullest extent permitted by applicable law. Please report any violations of these Terms by emailing us at firstname.lastname@example.org. You may expose yourself to liability if, for example, User Content you submit contains material that violates any of the restrictions listed above. Without limiting the foregoing, if you violate (or are alleged to have violated) any such restrictions, your license to use the Application will immediately and automatically terminate without notice, and we may delete your account and pursue any remedy available to us under these Terms and applicable law. We reserve the right, but are not obligated, to investigate any violation of such restrictions or other misuse of the Application or breach of these Terms. Enforcement of these Terms is solely at our discretion, and failure to enforce these Terms in any instance does not constitute a waiver of our right to enforce these Terms in any other instance. Nothing in these Terms creates any private right of action on the part of any third party or any reasonable expectation that the Application will be free from conduct or content that violates the such restrictions.
Assignment. You may not assign, delegate or transfer these Terms, in whole or in part, without our prior written. Any attempted or purported assignment, delegation or transfer in violation of the foregoing will be null and void. These Terms will be binding and inure to the benefit of the parties’ respective heirs and assigns.
Electronic Communications. You agree to receive electronically all current and future notices, disclosures, communications and information from us and that such electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
Entire Agreement. These Terms and our Privacy Notice constitute the entire agreement between you and us with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
Headings. Headings of sections are for convenience only and have no legal or contractual effect.
Severability. If any provision of these Terms is held to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect, and the invalid, illegal or unenforceable provision shall be construed so as to give the closest possible valid, legal and enforceable meaning to the original intent of the parties.
Survival. Sections 7-19 will survive any termination of these Terms.
19. Contact Information.
If you have any questions or concerns regarding these Terms or the Application, please contact us at email@example.com.