1. ACCEPTING THE AGREEMENT
By clicking the “Subscribe” button displayed as a part of the online registration process, you indicate that you expressly accept the following terms. These terms are a legal agreement (the “Agreement”) between you and any organization you represent (collectively, “you” or the “Customer”) and Pypestream Inc. (“Pypestream”). The Agreement will govern your use of Pypestream’s communications platform and any related software you may install on your computer (the “Service”). You may not use the Service until you accept the terms of this Agreement. If you are entering into this Agreement, you represent that you are authorized to accept the terms of this Agreement either on behalf of yourself or on behalf of the organization you represent. If you do not have such authority, or if you do not agree with the terms of this Agreement, do not click on the “Subscribe” button.
2. ACCEPTABLE USE
[The Service is designed to provide an online platform for the creation and sharing of materials, ideas,concepts and communication via online conversations, called “Streams” contained within “Pypes”.Employees and other persons and entities authorized by the Customer to create an account on the Service that allows reading or posting on Streams (“Users”) may join Streams. Users’ participation in Streams, and their contribution, use and disclosure of the materials they and others post in Streams, is subject to this Agreement.] No other use of the Service is intended or allowed. The Customer is responsible for, and assumes liability for any conduct of its Users that violates this section.
b. Posting Rules
i. Users may not post any materials posted to Streams (“Materials”) that contain: (A) copyrighted material (unless the Customer or User owns the copyright or has the owner’s permission to post the copyrighted material or otherwise has the right to post it); (B) trade secrets (unless the Customer or User owns them or has the owner’s permission to post them or otherwise has the right to post them); (C) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (D) anything that is sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; (E) anything that is embarrassing or offensive to another person or entity; or (F) URLs or links to web sites or services that compete with Pypestream.
ii. Users may not post Materials that: (i) impersonate another person, living or dead; (ii) contain false, inaccurate or misleading information; (iii) contain advertisements or solicitations of business requiring a monetary investment (including, but not limited to, franchises, “club memberships,” distributorships, or payment to obtain job listings); (iv) contain chain letters or pyramid schemes; (v) contain notices, commercial or otherwise or (vi) violate the law or encourage others to violate the law.
iii. Pypestream is under no obligation to monitor the Materials posted on the Service by Users, but it may monitor Materials at random.
c. Conduct Rules
i. Users may not respond to postings by others in any manner or for any purpose other than that which is expected.
ii. Users may not send (or encourage or help others to send) unsolicited commercial communications to other person or entity via the Service.
iii. Any conduct by a User that in Pypestream’s sole discretion restricts or inhibits anyone else from using or enjoying the Service is prohibited.
iv. Pypestream is under no obligation to monitor the conduct of Users, but it may investigate and respond when violations are reported. Report inappropriate postings or conduct to email@example.com.
d. Security Rules
i. Users are prohibited from violating or attempting to violate the security of the Service, including, without limitation: (A) accessing data not intended for such User or logging into a server or account that the User is not authorized to access; (B) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (C) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Service, overloading, “flooding”, “mailbombing” or “crashing”; (
ii. Violation of these Security Rules may result in civil or criminal liability. Pypestream will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
iii. You agree that you are solely responsible for the content of any material your Users post to the Service and any consequences arising from such posting. Your Users’ use of the Service is a privilege. Pypestream assumes no responsibility for materials posted by Users or any other actions, conduct or omissions of Users. Pypestream acts as a service provider for Users to distribute and publish their materials. Pypestream does not undertake responsibility for screening or monitoring Users’ materials. If Pypestream is notified that any materials on the Service violate this Agreement, Pypestream may investigate and determine in good faith whether Pypestream agrees with such allegation, in which case Pypestream may remove or request the removal of materials. Pypestream is not required to make any such investigation or to remove any materials, and Pypestream will not be liable for taking or not taking such actions. Pypestream may at any time take any action with regard to materials that Pypestream deems in its sole discretion to be necessary or appropriate.
iv. You shall not cause or permit (A) access to administrative functions (except to your employees, agents and consultants with a “need to know”), (ii) copying, (iii) sublicensing, or (iv) other dissemination of the Service in whole or in part, to any third party without the prior written consent of Pypestream.
v. You shall not modify, enhance, translate, supplement, create derivative works from, reverse engineer, reverse compile or otherwise reduce the Service to human readable form without the prior written consent of Pypestream.
3. OWNERSHIP OF INTELLECTUAL PROPERTY AND CUSTOMER DATA
You acknowledge and agree that, subject to the limited license granted to the Customer in this Agreement, Pypestream retains all right, title and interest, including all intellectual property rights, in and to the technology, the content and the software (including all algorithms, applications, source codes, structures, sequences, routines, sub-routines and related programming, engineering or technological matter) that constitute any part of the Service (the “IP”). The Customer also assigns to Pypestream all right, title and interest in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or its Users to the Service, This Agreement is not a sale and does not convey any rights of ownership in or related to the IP to the Customer except for the limited licenses granted to the Customer in this Agreement.
The trademarks, trade names, service names or logos associated with the Service (collectively, the “Marks”) are trademarks of Pypestream, and no right or license is granted to use them. Customer hereby acknowledges Pypestream’s perpetual and exclusive ownership of and title to the Marks and the goodwill attached thereto. Customer agrees not to use or attempt to register any Mark that is confusingly or deceptively similar to the Marks.
Pypestream shall acquire no rights of any kind in or to any Customer trademark, service mark, trade name, logo or product designation and shall not make any use of the same for any reason except as expressly authorized by this Agreement or otherwise authorized in writing by the Customer. Customer expressly authorizes Pypestream to use said marks in a reasonable manner in promoting the Pypestream service on the condition that such permission may be revoked at any time in writing by Customer. Pypestream shall cease to use the marks, or any confusingly similar marks, in any manner on the expiration or termination of this Agreement.
The Customer retains all right, title and interest to information concerning its employees or users authorized by the Customer to use the Service, including personally identifiable information useful to setting up User accounts, such as name, email address and cell phone number, and including consumer review data captured by the Pypestream system (“Customer Data”), provided the Customer grants to Pypestream the right to use Customer Data to provide the Service to end users. Further, the Customer shall indemnify Pypestream against any claim that Pypestream’s use of the Customer Data to provide User’s with accounts may violate any law, regulation or rule, including using Customer Data to contact Users to set up such accounts by email, SMS or other method.
4. COPYRIGHTS AND COPYRIGHT AGENT
Pypestream respects the intellectual property of others, and Pypestream asks you to do the same. If you are a copyright owner or an owners agent and find content on the Service that infringes upon your copyrights, you may submit a notification to Pypestream under the Digital Millennium Copyright Act. To do so, please provide our Copyright Agent in writing the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. §512.
i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ii. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
iii. 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.
iv. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address.
v. 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 owner, its agent, or the law.
vi. 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.
The designated Copyright Agent for notice of claims of copyright infringement is:
488 Madison Ave, New York, NY 10022
(212) 308-8505 x1228
5. CLIENT DATA AND ACCOUNT INFORMATION
You, not Pypestream, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Pypestream shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, or for the improper or erroneous upload or extraction of any Customer Data. Pypestream reserves the right to withhold, remove and/or discard Customer Data without notice in the case of any breach by the Customer, including, without limitation, non-payment. Upon termination, your right to access or use Customer Data immediately ceases, and Pypestream shall have no obligation to maintain or forward any Customer Data.
You shall indemnify and defend Pypestream, and our officers, employees and consultants against any costs, expenses (including reasonable attorneys’ fees whether arising out of a third-party claim or in enforcing this indemnification), claims, judgments, settlements and damages (including all damages awarded to third parties payable by us, but in all cases only our direct damages) arising out of, or related to, your use of the Service, any Materials posted by you or your Users to the Service or provided to others by you or your Users, including, but not limited to, any claim that such Materials infringe the intellectual property rights of any person, or any violation of this Agreement.
This Agreement is a month-to-month commitment billed in accordance with Section 9 below.
8. TERMINATION OR SUPENSION
Any breach of your payment obligations or unauthorized use of the Service, will be deemed a material breach of this Agreement. Pypestream, at its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition to any other rights granted to Pypestream herein, Pypestream reserves the right to suspend or terminate this Agreement and your access to the Service if the Customer account becomes delinquent, or if the Customer (a) becomes insolvent; (b) files a petition, or has a petition filed against it, under any laws relating to insolvency, and the related insolvency proceedings are not dismissed within 60 days after the filing of such petition; (c) enters into any voluntary arrangement for the benefit of its creditors; or (d) appoints, or has appointed on its behalf, a receiver, liquidator or trustee of any of such party’s property or assets. or if you violate the terms of this Agreement and Pypestream will have no liability for any suspension or termination of your account in accordance with this paragraph.
9. BILLING & PRICING
Pypestream charges and collects in advance for use of the Service. Pypestream will automatically renew and bill your credit card or ACH/EFT. The renewal charge will be equal to the then-current license fee in effect at the time of renewal.
10. CREDIT CARD AUTHORIZATION
By submitting your credit/debit card (“Bank Card”) or (“Banking Information”) data to Pypestream, you authorize Pypestream, at its complete discretion to submit a financial transaction(s) to your issuing bank for settlement. You agree that once Pypestream has approved or declined your transaction, Pypestream has fully performed under the terms of this Agreement. You agree to contact Pypestream in the event that you desire to cancel any recurring charge, prior to the next billing cycle. Should you fail to contact Pypestream, you agree to indemnify and hold Pypestream harmless from any losses or damages that you suffer as a result of a recurring charge. Pypestream may be contacted at firstname.lastname@example.org or mail us at 9 East 19th St. New York, NY 10003
a. Pypestream uses commercially reasonable efforts to keep the Service available twenty-four hours a day, seven days a week, subject to scheduled downtime for maintenance purposes. Pypestream attempts to schedule downtime at times that minimize the impact to users. Due to causes outside of Pypestream’s control, including conditions on the Internet and the services of it and your Internet service providers, Pypestream can make no guarantees that any User will be able to access the Service at all times. Pypestream implements industry standard measures to protect against service failures, but Pypestream shall not be liable to you for inaccessibility to the Site due to causes outside of its control.
b. Pypestream makes no representations or warranties whatsoever regarding the Service and any materials on the Service. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, PYPESTREAM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT AND ANY IMPLIED WARRANTY OF MERCHANTABILITY. PYPESTREAM MAKES NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE SERVICE. PYPESTREAM MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, THE SERVICE’S FUNCTIONS SHALL BE ERROR-FREE OR, THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
c. User’s use of the Service, the Internet, any materials they post or access via the Service and their conduct online or offline are at their own risk.
d. Further, Pypestream explicitly disclaims any responsibility for the accuracy, content or availability of information found on a site that links to or from the Service (a “third-party site”). The Service may offer links to, or incorporate into the Service, third-party services that offer various products and/or services. Pypestream cannot ensure that users will be satisfied with any products or services that are purchased from such a third-party site, since such sites are owned and operated by independent retailers. Pypestream does not endorse any of such products or services, nor have we taken any steps to confirm the accuracy or reliability of any of the information contained in any third party sites. Pypestream does not make any representations or warranties as to the security of any information (including credit card and other personal information) users might be requested to give a third-party site. Pypestream strongly encourages users to make their own investigation of third-party sites before proceeding with any transaction with such third parties.
12. LIMITATION OF LIABILITY
i. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR NON-CONTRACTUAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ADDENDUM, INCLUDING WITHOUT LIMITATION, THE PERFORMANCE OR BREACH THEREOF.
ii. THE LIABILITY OF PYPESTREAM AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS TO YOU OR TO ANY OTHER PERSON FOR DIRECT DAMAGES SHALL BE LIMITED TO THE GREATER OF US$100 OR THE FEES PAID BY YOU FOR OUR SERVICES DURING THE 12 MONTHS PRECEDING THE EVENTS THAT GIVE RISE TO YOUR FIRST CLAIM AGAINST US FOR DAMAGES.
iii. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NON-DIRECT DAMAGES, THE LIMITATIONS IN PARAGRAPH (i) ABOVE MAY NOT APPLY TO YOU, BUT IN SUCH CASE, THE LIMITATIONS IN PARAGRAPH (ii) SHALL APPLY TO BOTH DIRECT AND NON-DIRECT DAMAGES.
13. GOVERNING LAW AND JURISDICTION/WAIVER OF JURY TRIAL
You shall send notices to us by mail or by email to Pypestream’s contact information listed below and addressed to the attention of LEGAL. Notices to you will be sent by mail or by email to the addresses you provide when registering. Notices shall be deemed given on the day actually received by recipient, if received as provided in this paragraph before 5pm on a business day in the recipient’s location. Notices received after 5pm or on a non-business day shall be deemed received on the next business day.
Pypestream may change this Agreement at any time. Pypestream will post notification of material changes on the Service to registered users. Your continued use of the Service after the posting on the Service of any changes (whether or not you have also received notice by email) indicates your acceptance of such changes.
16. SAVINGS CLAUSE
In any jurisdiction where any of this Agreement cannot be enforced, including any rights in intellectual property, this Agreement shall be construed in such jurisdiction in all respects as if such unenforceable provision were omitted. Also in such jurisdiction there shall be added automatically as a part of this Agreement an enforceable provision that is as similar to such unenforceable provision as may be possible.
18. EFFECTIVE DATE
The effective date of this Agreement is the date upon which you subscribe to the Pypestream Service
121 West 27th Street, Suite 701
New York, New York 10001