Welcome to the products and services (“Services”) provided by 3dna Corp. dba NationBuilder (“we”, “us”, “our”, "NationBuilder", or “3dna”). Our Services include NationBuilder, NationBuilder.com, the NationBuilder Election Center, and the NationBuilder Platform. If you have any questions, comments or concerns regarding these Master Terms or our Services, please contact us at email@example.com.
1 Agreement; Structure of Our Terms and Conditions
▪ NationBuilder. NationBuilder is a community organizing system that includes websites, a people database, communications and finance tools (sometimes referred to as a “nation”). NationBuilder is a paid premium service, which offers additional functionality and customization beyond that offered on NationBuilder.com. For example, a paid NationBuilder subscription includes access to premium features such as the ability to create your own private voter and supporter databases, as well as access to a developer API. The Additional Terms for NationBuilder are at www.nationbuilder.com/tos_nationbuilder.
▪ NationBuilder Voter Files. NationBuilder makes Voter Files available to those authorized to receive them under applicable state and federal law. The Additional Terms for NationBuilder Voter Files are www.nationbuilder.com/voter_data_tos.
▪ NationBuilder Platform. The NationBuilder Platform is the software backend, which supports digital applications (“Apps”) and APIs that allow NationBuilder Developers to create programs that interact with customer nations. More information about the NationBuilder Platform can be found at https://nationbuilder.com.
▪ Third-Party Appended Data Service. This optional additional service provides you with additional data from our third-party partners. Prior to having access to this service you will need to sign up using a separate addendum to these Master Terms.
B Additional Documents. The following additional policy documents, as described herein, are also incorporated by reference in these Master Terms:
▪ Data Processing Addendum: www.nationbuilder.com/dpa
▪ Acceptable Use Policy: www.nationbuilder.com/acceptable_use
▪ Email Acceptable Use Policy: www.nationbuilder.com/email_acceptable_use
▪ Branding Guidelines: www.nationbuilder.com/app_branding_guidelines
3 Changes to Services and Master Terms
A We regularly update and improve the Services, and may at times remove features in order to improve your ability to use the Services. Because we are constantly trying to improve our Services, these Master Terms may also need to change. We reserve the right to change the Master Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Services, and/or by sending you an email and/or by some other means.
B If you don’t agree with the new Master Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Master Terms is effective, that means you agree to all of the changes.
C Except for changes by us as described here, no other amendment or modification of these Master Terms will be effective unless in writing and signed by both you and us.
B Use By Minors; Parental/Guardian Consent. The Services are intended for adults, but children 13 or older may use the Services, but only with permission from a parent or guardian, provided that your parents have agreed to these Master Terms on your behalf. The Services are intended for access and use by individuals over 13 years of age. You represent and warrant (i) that you reside in a state in the United States or other jurisdiction in which our Services may legally be provided, and (ii) you are the person whose name and other information have been provided for the Account that you have or are creating. You represent and warrant that you are either (x) at least 13 years old, or (y) you are a parent or guardian over 18 years old of the person wishing to use the Services. In cases where you have consented to and authorized a minor to use the Services under your Account, you acknowledge and agree that you are fully responsible for the online conduct of the minor, controlling the minor’s access to and use of the Services, the consequences of any misuse by the minor, and any problem caused by the use of the Services or by your child’s viewing any part of our website. Please note that we do not knowingly collect or solicit personally identifiable information from children under 13. If you are under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at firstname.lastname@example.org.
5 Basics of Using the Services
A In order to use certain of our Services, you may be required to sign up for an Account, and to select a password and username (“User ID”). You promise to provide us with truthful, non-misleading, accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your Account to anyone else without our prior written permission. You will not share your Account or password with anyone, and you must protect the security of your Account and your password. You’re responsible for any activity associated with your Account. If you are a developer using our API, you will not share your API ID, your secret key, your token, and/or your password with anyone, and you must protect the security of your Nation.
B You must follow all applicable laws in your use of the Services, including applicable export and re-export control laws and regulations. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law. The Services are provided by a U.S. company. We may suspend or terminate Services if you do not follow our Master Terms, and customers we remove may not be allowed any future access to the Services.
C You understand that we own the Services. You agree not to modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in the Master Terms), creative derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Services Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
D These Master Terms grant you a non-exclusive, limited, non-transferable, freely revocable license to use the Services, subject to your compliance with all of the Master Terms. We may terminate this license at any time for violation of our terms and policies.
6 User Accounts.
A You agree to (i) provide truthful and accurate registration information as requested by us; (ii) promptly inform us of any changes to your registration information, including, but not limited to, your address and email address; (iii) take all reasonable precautions to safeguard access to your password and to prevent unauthorized access to or use of the Services; (iv) promptly report to us any unauthorized use of your login information or the Services of which you become aware; and, (v) ensure that you log out from your Account at the end of each session.
B Unauthorized Use of Your Account. You are responsible for keeping your Account login credentials (user name and password) confidential and not sharing them with unauthorized users. If you disclose your login credentials to someone, you are responsible for any use, disclosure, additions, deletions and modifications of your information or the Data of your nations and networked nations. We shall not be held liable, in any way (including, but not limited to, any breach or use of your Data, the Data of your nation or networked nations, or the Data in your NationBuilder database), to you or any third party, if your Account is hacked or otherwise accessed by an unauthorized person or party, other than to the extent such unauthorized assess is directly due to our negligence.
7 Data Security
A Our Security Measures. We take data security and privacy very seriously. We take reasonable precautions to protect the security of your information. We have physical, electronic, and managerial procedures to help safeguard, prevent unauthorized access, maintain data security, and correctly use your information. However, neither people nor security systems are foolproof, including encryption systems. In addition, people can commit intentional crimes, make mistakes, or fail to follow policies. Therefore, while we use reasonable efforts to protect your information, we cannot guarantee its security. You are responsible for the security of your personal information. You should avoid transmitting personal or sensitive information, such as social security numbers, bank or credit card information.
B You understand and agree that we may disclose your information to if required to do so by law, court order, legal process, or subpoena, including to respond to any government or regulatory request, or if we believe that such action is necessary to (a) conform to the law, comply with legal process served on us or our affiliates or partners, or investigate, prevent, or take action regarding suspected or actual illegal activities; (b) to enforce our Master Terms (including for billing and collection purposes), take precautions against liability, to investigate and defend ourselves against any third-party claims or allegations, to assist government enforcement agencies, or to protect the security or integrity of our site; and (c) to exercise or protect the rights, property, or personal safety of NationBuilder, our users or others.
8 Intellectual Property Rights
A Ownership. Ownership of all intellectual property and other rights in the Services and our website, including, but not limited to, the software, design, layout, content, links, and the like shall remain with us and our licensors, developers, and partners, as applicable. All content is protected by copyright and is owned by us or used with permission. We reserve all rights not specifically granted in these Master Terms.
B Trademarks. 3DNA, NATIONBUILDER, the circle-# logo, as well as all other trademarks we use are trademarks or registered trademarks of 3dna Corp. or of our licensors. Websites created using NationBuilder must include “Created with NationBuilder™” and a hyperlink to NationBuilder.com on the home page. We hereby give you permission to use our trademarks on your NationBuilder website home page, but only according to our Branding Guidelines. Other than as specifically provided herein, you may not use our trademarks in any other way, including, but not limited to, that our trademarks 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. None of the content for our website may be retransmitted without our express written consent.
C The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Services Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark laws, information, and restrictions contained in any Services Content that you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Services Content not owned by you, (i) without the prior consent of the owner of that Services Content or (ii) in a way that violates our or any third party’s rights.
10 Payment Terms
A For information on product tiers and Pricing plans, see our website page at http://nationbuilder.com/pricing. We may change our fees and associated features at any time. We do not provide refunds.
B Free Trial Offer. To provide you with an opportunity to try our Services, we offer a 14 day free trial (the “Free Trial”). The terms of the Free Trial are as follows:
i The Free Trial is for 14 days, starting from the date on which you registered for your Account (“Free Trial Period”).
ii You are only allowed to have ONE Free Trial per Account. At the end of the fourteen (14) day Free Trial period, unless you cancel the Services, you will be billed for Services and on a monthly recurring basis depending on your plan. Many plans are based on the number of people or email addresses in your nation, so prices may increase or decrease between billing periods.
iii If you do not Subscribe within 14 days following the end of the Free Trial Period, your Account will be suspended, your access with be terminated and your Account will be queued for deletion.
C Payment terms are: (i) net 30 days from invoice date for network and enterprise customers, and (ii) net 7 days for standard and organization customers. Payment not received by these deadlines is considered delinquent. We may terminate or suspend your Account in the event payment is not timely received (see below for more information).
X We accept Visa, MasterCard, American Express, and Discover as credit card forms of payment (“Credit Card”). We do not accept bitcoin or other crypto-currency or cash. For more information on payment forms see our website page at http://nationbuilder.com/forms_of_payment_accepted.
Y Recurring Billing Authorization
By providing Credit Card information and agreeing to purchase any Services, you hereby authorize us (or our designee) to automatically charge your Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the term of your subscription (“Subscription Term”) for all fees accrued as of that date (if any) in accordance with the applicable Order Form or sign up terms. You acknowledge and agree that the amount billed and charged each month may vary depending on your use of the Services and may include subscription fees for the remainder of your applicable billing period and overage fees for the prior month.
Foreign Transaction Fees. You acknowledge that for certain Credit Cards, the issuer of your Credit Card may charge a foreign transaction fee or other charges.
Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, you remain responsible for any amounts not remitted to us and we may, in its sole discretion, either (i) invoice you directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by you (if applicable) or (iii) terminate these Master Terms.
Changing Credit Card Information. At any time, you may change your Credit Card information by entering updated Credit Card information in your account settings/control panel.
Termination of Recurring Billing. In addition to any termination rights set forth in these Master Terms, you may terminate the Subscription Term by sending us notice of non-renewal to email@example.com in accordance with Section 8 or, if your Subscription Term is on a monthly basis (or if otherwise permitted by us), by terminating in your account settings, with termination effective at the end of the current Subscription Term. As set forth in Section 8B (Free Trial Offer), if you do not enter into a paid Subscription Term following a Free Trial Period, these Master Terms and your right to access and use the Services will terminate at the end of the Free Trial Period and your Credit Card will not be charged.
Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, we will charge your Credit Card (or invoice you directly) for any outstanding fees for your use of the Services during the Subscription Term, after which we will not charge your Credit Card for any additional fees.
Z You agree to pay interest on any delinquent amount at the rate of the maximum rate allowed by law. We will automatically charge the credit/debit card on file for your Account (the “payment method”) for any and all monies owing on your Account (including interest), for as long as the Account is open, regardless of whether or not you are using the Services
A You agree to pay attorneys’ fees and court costs if any amounts due to us are collected by or through an attorney or collections service.
B Most customers pay for NationBuilder on a month-to-month basis or annually for a year long agreement, but you can also purchase a custom plan and term on our Organization, Enterprise or Network products – just contact us at firstname.lastname@example.org or speak to us for a custom quote.
C Manipulating usage to avoid fees is not allowed and may result in shutdown of your nation or your Account.
D We are not liable for the actions or inactions of a payment processor. If your Account goes overdue or charges are reversed, we may shut down your nation or your account (see additional information below).
E We have the right to accelerate payment of all fees you owe us if we reasonably believe that you will not be able to timely pay us.
F If we are processing payments on your behalf, and you have a past-due balance, you agree that we can deduct our fees from any payments we process on your behalf.
G Credit Card Processing. We use Stripe, Authorize, PayPal, and other payment processing providers and platforms. Your use of any of these provider’s services is subject to your agreement to and continued compliance with their terms and conditions.
H Taxes. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for us as we see fit. The parties believe that the payments due to these Master Terms are not chargeable to any value added tax or any other form of sales tax or duty or other similar tax, whether charged on a federal, state or local basis (collectively, “VAT”). However, if any VAT is applicable to any consideration payable to us, then such VAT will be added to our invoices and paid by you, and to the extent that you is unable itself to recover such VAT or deduct it as input tax, it shall be entitled to deduct such VAT as a deduction amounts paid.
11 Data Storage
A You agree that we have permission to download your Data that you upload to the Service and store such Data on our (or our service provider’s) servers if we reasonably deem it necessary in order to assist you in responding to a customer service request, responding to a distributed denial of service attack (DDOS), to preserve your Data, etc.
12 Termination of Services
B Unless you have a separate agreement with us specifying otherwise, we are also free to terminate (or suspend access to) your use of the Services or your Account, for any reason in our discretion, including your breach of these Master Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Master Terms.
C Provisions that, by their nature, should survive termination of these Master Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any warranty disclaimers, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
D We may modify or terminate the Service or any part thereof in any country or jurisdiction where there is any current or future government requirement or obligation that (1) subjects us to a regulation or requirement not generally applicable to our operations there or to a business based in that country, (2) presents a hardship for us to continue operating the Service or any part thereof in that country or jurisdiction without modification, and/or (3) causes us to believe that these terms or the Service or any part thereof may conflict with any such requirement or obligation. If we terminate the service for regulatory reasons, we will provide you with a credit for any amount paid in advance for the period after the termination.
13 Our Right to Close your Account; Deletion of Data
A We reserve the right, in its sole discretion, to close your Account, without prior notice, for any one or all of the following: (i) if you or any of your Account contacts, whether intentional or unintentional, breaches any section of these Master Terms, any supplemental rules and guidelines, any of the terms and conditions of the respective service providers, or any of our rights; (ii) if we receive notice that you or your company will be or is subject to insolvency proceedings; (iii) upon our receipt of any third-party chargeback associated with any Payment Method tendered as payment on your Account; (iv) if we do not receive a written response from you within 48 hours of any notice sent to email@example.com; (v) if, in our judgment, your use of the Service has the potential to pose any harm to us, any of our affiliates, partners, service providers or customers; (vi) if your Account becomes past due and is not paid within twenty days of becoming past due; (vii) if a hacked script or otherwise compromised website is discovered on our systems at the Service in use by you; (viii) if an unusual spike in resource usage is detected by our systems resulting in an Account far outstripping the allotted resources; (ix) if you fail to cure any suspension of your Account or any individual Service, to our satisfaction, and within the time frame we specify; or (x) if, in our judgment, we have received too many complaints about your Content. In the event of any such closure of your Account, you will not be eligible for a refund of any fees and you may be prohibited from reopening your Account, opening a new Account or accessing any existing Account. You agree that we shall not be liable, in any way, for any closure pursuant to this section of these Master Terms.
B Effects of Closure and Suspension
i Upon any closure of your Account: (i) these Master Terms and all rights granted under these Master Terms shall cease immediately (except those expressly surviving or which by their nature would survive); (ii) all access to the Service and your Account will cease immediately; (iii) you will be billed for, and we may automatically attempt to collect from your Payment Method, any outstanding amount owed; and (iv) all Content are subject to deletion from our servers and backup systems and we may not have or keep backup of the Content. We recommend that you run frequent and regular backups. We also recommend that you ensure you have retrieved all Content and made all necessary backups before submitting any Request to Close your Account or any of the Service. You agree to hold us and our Affiliates harmless from and against any and all claims, losses or damages arising from any closure of your Account. Any and all sections in these Master Terms which impose obligations continuing in their nature shall survive closure or otherwise continue to remain in full force and effect even after Account closure. You are not permitted to and you agree not to access or attempt to access your Account or any of the Services formerly associated with your Account following any closure. “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with us, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
ii Upon any suspension of your Account, all Service associated with your Account will be suspended or otherwise made inaccessible until and unless all issues are addressed and resolved by you, to our satisfaction, and within the time frame we specify. During any suspension of your Account or any individual Service, you will not be permitted to: (i) add, upgrade, downgrade or modify any of the Service; (ii) request an emergency restoration; (iii) transfer any Service, including but not limited to domain name registrations; (iv) access any of the websites, email accounts or Content associated with the suspended Service or Account. You agree to hold us harmless from and against any and all claims, losses or damages arising from any suspension of your Account or the individual Service. Removing an Account from suspension is in our sole discretion. If we elect to do so, prior to your Account being reactivated you must pay all fees due and any interest due, and also including fees during the period of suspension (we still incur costs based on the storage and maintenance of your Data and Account, as well as responsibility for its security).
14 Acceptable Use Policies
15 In addition to the general restrictions contained above, your use of our Services is subject to our Acceptable Use Policy (http://nationbuilder.com/acceptable_use) and Email Acceptable Use Policy (https://nationbuilder.com/email_acceptable_use), and all future updates thereto as they are posted to our website.
17 Responsibility for Content
A Content and information displayed on the Services is the sole responsibility of the person or organization providing that content, and you access all such content and information at your sole risk. We aren’t liable for any errors or omissions in that content or information, or for any damages or loss you might suffer in connection with it. We do not review content posted on the Services, and any issues with that content should be directed to its owners. You are solely responsible for interactions with other users of the Services.
18 Content License Grant
A When you post content to public areas on the Service, you agree to and do hereby grant us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, and worldwide right to Use, modify, and perform any content you post or submit for posting to public areas on the Service. The term “Use” includes, but is not limited to, use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly display, publicly perform, and make derivative works of the content.
B When you post images, videos, or other digital pictures to public areas of the Service, you represent and warrant that such items are original to you and contain no content of any third-party other than for which you have the appropriate copyright permissions to use those images, including consent from those people depicted, in the manner you posted them.
C If the features of the Service allow you to remove or delete your content from the Service, the above licenses granted by you terminates within a commercially reasonable time after you remove or delete the content from the Service. You understand and agree, however, that we may retain, but not display, distribute, or perform, server copies of your content that have been removed or deleted.
19 Organizational Users If you’re using any of our Services on behalf of an organization or entity, you affirm that you have the right to act on behalf of that organization or entity, and that these Master Terms apply to the organization or entity (and all references to “you” and similar terms refer to that organization or entity).
20 Account Owner/Admin/Ownership Transfers
Requests to transfer ownership of a Nation fall under three classes: (i) Type A transfers, which are those Account Owner/Admin/Ownership transfers initiated by the Account Owner/Admin via the Control Panel; (ii) Type B transfers, which are those Account Owner/Admin/Ownership transfer requests initiated by someone other than the Account Owner/Admin; or (iii) Type C transfers, which are those Account Owner/Admin/Ownership transfer requests initiated by the beneficiary, lawful heir, Power of Attorney, or Executor of a deceased Account Owner/Admin's estate. NationBuilder may, in its sole discretion, deny any request to transfer ownership of a Nation.
(i) Type A Transfers:
In the case of Type A Account Owner/Admin/Ownership transfer requests, the owner name fields are changed by the Account Owner/Admin via the Control Panel. Once changed, all rights and obligations granted to the former Account Owner/Admin under this Agreement will immediately transfer to the new Account Owner/Admin. Transfer of ownership only affects ownership of the Nation.
(ii) Type B Transfers:
In the case of Type B Account Owner/Admin/Ownership transfer requests, the person who is not the listed Account Owner/Admin in our records, but believes he/she/it should be sends us a request (1) identifying the Account Owner/Admin in our records, (2) setting forth why the Account Owner/Admin/Ownership should be transferred and (3) any evidence supporting the transfer. We may make a good-faith attempt to reach the current Account Owner/Admin via telephone, or email to allow him/her the opportunity to approve or deny the request. If the Account Owner/Admin expressly objects to the transfer request, we will be unable to assist the other party with accessing the Nation without a valid, applicable court order. On the other hand, if we are unable to reach the current Account Owner/Admin, for whatever reason, or if we do not receive a timely response to any of our communications, we may proceed with the transfer of ownership as requested without further notice.
(iii) Type C Transfers:
In the case of Type C Account Owner/Adminship transfer requests, the person who is not the listed Account Owner/Admin in our records, but believes he/she/it should be sends us a request (1) identifying the Account Owner/Admin in our records, (2) setting forth why the Account Owner/Admin/Ownership should be transferred, including proof of the Account Owner/Admin’s death, and (3) any evidence supporting the transfer, including documentation that the requestor is beneficiary, lawful heir, Power of Attorney, or Executor. We may, in our sole discretion, proceed with the transfer of ownership as requested.
(iv) Effects of Type B and C Transfers:
Once ownership of an account has been processed: (i) All rights and obligations granted to the former Account Owner/Admin under this Agreement will immediately cease and be transferred to the new Account Owner/Admin; (ii) NationBuilder will remove the former Account Owner/Admin's registration data and replace it with the registration data provided by the new Account Owner/Admin; and (iii) NationBuilder may also remove the former Account Owner/Admin's Payment Method. NationBuilder will not modify any other facet of the Nation or the Service; the new Account Owner/Admin is solely responsible for doing so. Before any approved transfer of ownership can be completed, NationBuilder must receive full payment of any balance owing on the Nation as of the approval date. An approved transfer of ownership only affects ownership and control of the Nation.
Certain aspects of the Services may allow you to obtain reputational or status indicators, and/or fictional property representing virtual achievements, for instance, political capital (“Currency”). We grant you a limited license to this virtual Currency. This Currency has no cash value and it is not redeemable for any value from us. We have the right to change or eliminate Currency at any time without liability. For more information on Currency, see our website page at http://nationbuilder.com/currency_in_profiles_and_filters.
A We work hard to provide high-performance services and will work with you to provide an excellent customer experience, but there are certain things we don’t promise.
B Other than as expressly set out in these Master Terms or Additional Terms, neither we nor our partners, suppliers or API application providers make any specific promises about the Services. We don’t make any commitments about the content within the Services, the specific function of the Services, or their reliability, legality, availability, or ability to meet your needs.
C We provide the Services “AS IS” and you use them at your own risk. To the extent permitted by law, we disclaim all warranties, express or implied, including, without limitation the warranties of merchantability, fitness for a particular purposes, and noninfringement.
25 Limitation of Liability
A TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OR ANY OF OUR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR OR YOUR NATIONS’ AND networked nations’ USE OF OR INABILITY TO USE THE SITE OR THE SERVICES FOR:
i PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, LOSS OR CORRUPTION DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES;
ii ANY ACTION YOU TAKE BASED ON THE INFORMATION RECEIVED IN THROUGH OR FROM THE SERVICES;
iii YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
iv THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES;
v THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY;
vi STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR,
vii DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE GREATER OF (a) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES AND (b) ONE HUNDRED DOLLARS (U.S.). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR CAUSE OF ACTION AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B WE DO NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SERVICES, OR ANY RELATED SERVICES. THE OPERATION OF SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OUR CONTROL.
C UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SITE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, OR DELAYS IN OPERATION OR TRANSMISSION. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED TO THE SERVICE.
D SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF A STATE WITH PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE §1542, YOU HEREBY WAIVE SUCH PROVISIONS OR PROTECTIONS.
30 PCI Compliance
A Many websites do not need to be PCI compliant. If you have not been told that PCI compliance is absolutely necessary, you may not need it. The best approach is usually to evaluate the needs of your website and examine the list of requirements above.
B If it is determined that you will need PCI compliance, you should work with your internal teams to come up with a strategy on how to become PCI compliant. Making sure your website is PCI compliant is not supported by us. While we can assist with some aspects of PCI compliance, meeting the full requirements listed above will be up to you.
31 DMCA Notification
A We respect the rights of intellectual property holders. If you believe that any content that is posted on our website violates these Master Terms or your intellectual property rights, you can report such violation to us in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512). In the case of an alleged infringement, please provide the following information:
i A description of the copyrighted work or other intellectual property that you claim has been infringed;
ii A description of where the material that you claim is infringing is located on the website (including the exact URL);
iii An address, a telephone number, and an e-mail address where we can contact you;
iv A statement that you have a good faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
v A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf; and,
vi Your electronic or physical signature, or that of the person authorized to act on behalf of the owner of the copyright or other right being infringed.
B We may request additional information before we remove allegedly infringing material. You may report a copyright violation by providing the above information to our designated agent listed below.
C Title: Legal Counsel; Address: 520 S. Grand Ave., 2nd Floor, Los Angeles, California 90071 Phone: (213) 394-4623, or email: firstname.lastname@example.org.
D We will terminate the user Account of any user who repeatedly submits content that violates our intellectual property policies. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had content removed from the website more than twice.
32 Social Media Data
35 Export Sales
36 If this transaction involves an export under the Export Administration Regulations, the products sold or distributed under these Master Terms exported from the United States by us were exported in accordance with the Export Administration Regulations. Diversion, use, export or re-export contrary to United States law is prohibited. You expressly represent and warrant that you and your organization is eligible to receive products under U.S. law and agrees that you shall not export, re-export, or provide such items to any country, entity or person in contravention of regulations currently imposed by the U.S. Government, or as such regulations are amended or enacted hereafter. In addition, there are other countries, individuals or entities for which export is restricted, prohibited or for which an export license may otherwise be required. It is your responsibility to ensure you are in compliance with all U.S. export regulations. In addition, manufacturers’ warranties for exported products may vary or may be null and void for products exported outside the United States.
41 Dispute Resolution
A In the event of any dispute, claim, question or disagreement arising from or relating to these Master Terms, or the relationship that results from these Master Terms, other than claims for injunctive or other equitable relief (a “Dispute”), the parties hereto shall use their best efforts to settle the Dispute. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then the Dispute shall be resolved by binding arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this section. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within the time provided herein, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such Dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the Dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing, shall be final, judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the parties agree shall apply. The expenses of arbitration, including reasonable attorneys’ fees and the fees and expenses of the arbitrator, shall be shared equally by the parties.
B Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury for any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
C Force Majeure. We shall not be liable to you or any other person, firm or entity for any failure of performance under this Agreement if such failure affecting us or our service providers and contractors is due to any cause or causes outside of our control, including, but not limited to, strikes, labor disputes, lockouts, or work stoppages, or other labor difficulties, shortages of labor or materials, riots, vandalism, civil disturbances, acts of terrorism, wars, third-party provider outages, cable cuts, power crisis shortages, infrastructure outages or failures, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, inclement weather, fires, floods, storms, explosions, and other uncontrollable acts of God or nature, or other similar occurrences; any law, order, regulation, direction, action or request of the United States or foreign government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority, or national emergencies.
42 Government Entity Amendment
A This Section 27 applies only to U.S. Government agency users of the Services and constitutes an amendment to these Master Terms (“Amendment”). Terms not defined in this Amendment are as defined in the Master Terms. If there is any conflict between this Amendment and the Master Terms, or between this Amendment and other terms, rules or policies on the Company Website or related to its Services, this Amendment shall prevail. Any language in the Master Terms indicating it may not be modified or that it alone is the entire agreement between the Parties is waived. Any further amendment must be agreed to in writing by both Parties.
B You, as a U.S. Government entity (“Agency”), are required when entering into agreements with other parties to follow applicable federal laws and regulations, including those related to ethics; privacy and security; accessibility; federal records; limitations on indemnification; fiscal law constraints; advertising and endorsements; freedom of information; and governing law and dispute resolution forum. 3dna Corp. (the “Company”) and Agency (together, the “Parties”) agree to modify the Company’s Master Terms to accommodate Agency’s legal status, its public (in contrast to private) mission, and other special circumstances. Accordingly, the Master Terms are hereby modified by this Amendment as they pertain to Agency’s use of the Services.
C Government Entity. “You” within the Master Terms shall mean the Agency itself and shall not apply to, nor bind (i) the individual(s) who utilize the Services on Agency’s behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency. Company will look solely to Agency to enforce any violation or breach of the Master Terms by such individuals, subject to federal law.
D Public Purpose. Agency shall use the Services solely in furtherance of Agency’s public purpose. Any requirement(s) set forth within the Master Terms that use of the Services be for private, personal and/or non-commercial purposes is hereby waived.
E Agency Content Serving the Public. Company will allow Agency’s distribution or other publication via Services of material that may contain or constitute promotions, advertisements or solicitations for goods or services, so long as the material relates to the Agency’s mission.
F Advertisements. Company does not currently display advertisements via the Services. If, at a later date, Company decides to include any commercial advertisements or solicitations in the publicly available portion of the Services or websites associated and which are a part thereof displaying content uploaded by or under the control of the Agency, the Agency shall have the right to immediately terminate this Agreement and its use of the Services. This exclusion shall not extend to house ads, which Company may place in a non-intrusive manner.
G Indemnification, Liability, Statute of Limitations. Any provisions in the Master Terms related to indemnification and filing deadlines are hereby waived, and shall not apply except to the extent expressly authorized by law. Liability for any breach of the Master Terms as modified by this Amendment, or any claim arising from the Master Terms as modified by this Amendment, shall be determined under the Federal Tort Claims Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any breach or claim. Liability of Company for any breach of the Master Terms or this Amendment or any claim arising from the Master Terms or this Amendment, shall be determined by applicable U.S. Federal law.
H Governing Law. Any arbitration, mediation or similar dispute resolution provision in the Master Terms is hereby deleted. The Master Terms and this Amendment shall be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of California will apply in the absence of federal law, excluding California’s choice of law rules.
I Changes to Master Terms. If Company exercises its right to change the Master Terms, Company shall, whenever practicable, provide notice to subscribers with .gov email addresses alerting them to the change. Company acknowledges that changes to the Master Terms may be the basis for Agency’s termination of this agreement and its use of the Services.
J Access and Use. Company acknowledges that the Agency’s use of the Services may energize significant citizen engagement and otherwise become important to the Agency’s mission. Language in the Master Terms allowing Company to terminate service or close the Agency’s Account at any time, for any reason, is modified to reflect the Parties’ agreement that Company may unilaterally terminate service and/or terminate Agency’s Account only for breach of Agency’s obligations under the Master Terms or Agency’s material failure to comply with the instructions and guidelines posted on the Company’s website or as part of the Services, or if Company ceases to operate its website or Services generally. Company will provide Agency with a reasonable opportunity to cure any breach or failure on Agency’s part.
K Ownership of Names. Any provision in the Master Terms related to Company’s ownership of and right to change your selected user name(s), user ID(s), domain name(s), nation name(s), and group name(s), are modified to reasonably accommodate Agency’s proprietary, practical, and/or operational interest in its own publicly-recognized name and the names of Agency programs.
L Modifications of Agency Content. Any right Company reserves in the Master Terms to modify or adapt Agency content is limited to technical actions necessary to index, format and display that content. The right to modify or adapt does not include the right to substantively edit or otherwise alter the meaning of the content. In the event Agency discovers that Agency content has been modified in a manner that alters the meaning of such content, Agency may contact Company and the Parties shall work together in good faith to resolve the matter. In addition, the provision in the Master Terms allowing the company to remove any comment at any time in its sole discretion shall not be applied to Agency Accounts. Notwithstanding the foregoing, nothing in this Amendment shall result in an expansion of Agency’s rights as a United States Government entity under the Copyright Act of 1976 (17 U.S.C. §101 et seq.), specifically including Section 105 of such Act.
M Limitation of Liability. The Parties agree that nothing in the limitation of liability provisions in the Master Terms in any way grants Company a waiver from, release of, or limitation of liability pertaining to, any past, current or future violation of federal law.
N Uploading; Deleting. The Parties understand and agree that You are not obligated to place any user content on any website to which You are provided access as part of the Services, and You reserve the right to remove any and all of Your Content at Your sole discretion.
O No Endorsement. Company agrees that Your seals, trademarks, logos, service marks, trade names, and the fact that You have a presence on the Company’s website and use its Services, shall not be used by Company in such a manner as to state or imply that Company’s products or services are endorsed, sponsored or recommended by You or by any other element of the Federal Government, or are considered by You or the Federal Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Agency, or for links to or promotion of such pages, Company agrees not to display any Agency or government seals, trademarks, logos, service marks, and trade names on the Company’s homepage or elsewhere on the Company’s website unless permission to do has been granted by the Agency or by other relevant federal government authority. Company may list the Agency’s name in a publicly available customer list on its homepage or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third-party name.
P Paid Services and Agency Obligation. The Parties agree this Amendment applies to Agency’s usage of both free and paid Services that Company may provide. The Parties understand that fee-based products and services are categorically different than free products and services, and are subject to federal procurement rules and processes. Before an Agency decides to enter into a premium or enterprise subscription, or any other fee-based service that this Company or alternative providers may offer now or in the future, Agency agrees to determine if it has a need for those additional services for a fee, to consider the subscription’s value in comparison with comparable services available elsewhere, to determine that Agency funds are available for payment, to properly use the Government Purchase Card if that Card is used as the payment method, to review any then-applicable Master Terms for conformance to federal procurement law, and in all other respects to follow applicable federal acquisition laws, regulations, and agency guidelines when initiating that separate action.
Q Assignment. Neither Party may assign its obligations under the Master Terms as modified by this Amendment to any third party without prior written consent of the other; provided however, Company or its subsidiaries may assign the Master Terms as modified by this Amendment to a subsidiary or parent without written consent from the Agency provided that the successor assumes Company’s obligations under the Master Terms as modified by this Amendment.
R Termination rights. If the law requires for the particular U.S. Government entity customer, the Agency may close Agency’s Account and terminate this Amendment at any time. Company may close Agency’s Account and terminate this Amendment on 30 days written notice.
S Security. Company will, in good faith, exercise due diligence using generally accepted commercial business practices for IT security, to ensure that systems are operated and maintained in a secure manner, and that management, operational and technical controls are employed to ensure security of systems and data.
T Intellectual property ownership. Except as expressly allowed in the Master Terms, no rights to any derivative works, inventions, or Company product modifications are conferred on Agency or any other party. All such rights belong solely to Company.
U Additional Items for Discussion and Possible Inclusion in this Amendment. Company understands current federal law, regulation and policy may affect Agency’s use of the Company’s products and Services in ways not addressed in the list of clauses above. Among the topics Agency may need to discuss with Company, and which may lead to a mutual agreement to insert additional clauses in this Amendment, are Privacy and Accessibility.
44 Other Terms
A Entire Agreement. These Master Terms constitutes the entire agreement between you and us with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. You may be subject to additional third-party terms and policies based on your use of the Services. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Master Terms and any applicable purchase or other terms, these Master Terms shall govern. If any provision of these Master Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Master Terms will continue in full force and effect. The headings of sections and paragraphs in these Master Terms are for convenience only and shall not affect its interpretation.
B Choice of Laws. The Master Terms are governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
C Notices. We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Services, as determined by us. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add email@example.com to your email address book to help ensure you receive email notifications from us.
D No agency, partnership, joint venture, or employment is created as a result of these Master Terms and you do not have any authority of any kind to bind us in any respect whatsoever. You and we agree there are no third-party beneficiaries intended under these Master Terms.
E Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under these Master Terms or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
F Limitation of Time to File Claims. Any action, claim or dispute you have against us must be filed within one year from the date the action, claim or dispute could first be filed. To the extent permitted by law, any claim or dispute under these Master Terms must be filed within one year in an arbitration proceeding. If a claim or dispute is not filed within one year, it is permanently barred.
G Changes to the Master Terms. We may revise and update these Master Terms from time to time in our sole discretion. All changes are effective immediately when we post them.
45 Contact Information
Our contact information is: 520 S. Grand Ave., Suite 200, Los Angeles, CA 90071 USA; Phone: (213) 394-4623; Email: firstname.lastname@example.org.
46 General Data Protection Regulation ("GDPR"). If you are a resident of the European Union, GDPR will come into force on May 25, 2018. While we take significant measures to protect the privacy of your information, we are working toward ensuring that we are compliant with the GDPR rules by the time they become effective.