Date Last Revised: February 22, 2012
a. Michael Leonhard ("Owner") owns and runs the website rootredirect.com (the "Site") through which he offers various services and software (the Site, services and software are collectively referred to as the "Service" or "Services").
c. Owner does not knowingly permit individuals under the age of 18 to create an Account. Do not attempt to create an Account if you are under 18. Please see my Privacy Notice for additional information.
a. Owner Properties. I may make available to you, for your installation, copying and/or use in connection with the Services, from time to time, a variety of software, data and other content and printed and electronic documentation (all such materials except those specifically made available by me under separate license terms, the "Owner Properties"). Subject to your acceptance of this Agreement and payment if and as required for your right to use the Services, I hereby grant to you, without the right to sublicense, a limited, non-exclusive, non-transferable license during the Term, under my intellectual property or proprietary rights in the Owner Properties, only to install, copy and use the Owner Properties solely in connection with and as necessary for your use of such Services and solely to the extent that such install, copy or use of the Owner Properties is in compliance with all the terms and conditions of this Agreement. The Owner Properties may include, without limitation:
- Proprietary application programming interfaces ("APIs");
- Developer tools for use in connection with the APIs;
- Articles and documentation for use in connection with the use and implementation of the APIs (collectively, "Documentation");
- Specifications describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of a Service and its related APIs and other technology;
- Textual materials made available as part of the Service ("Text Materials"); and
- Other forms of digital content, data, text, images, logos, user interface designs and other creative designs, audio and video (with the Text Materials, collectively, "Owner Content").
b. Use of Marks. Your use of any trademarks, service marks, service or trade names, logos, and other designations of Owner and its affiliates or licensors ("Marks") may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of the respective owners. You may not use any trademark, service mark, trade name or other business identifier of Owner or its affiliates unless you obtain Owner's or its affiliates' prior written consent. In addition, you agree not to misrepresent or embellish the relationship between me and you, for example by implying that I support, sponsor, endorse, or contribute money to you or your business endeavors.
c. Nonexclusive Rights. The rights granted by Owner in this Agreement with respect to the Owner Properties, the Marks and the Services are nonexclusive, and Owner reserves the right to: (i) itself act as a developer of products or services related to any of the products that you may develop in connection with the Owner Properties or via your use of the Services; and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with Owner or your Applications (as defined in Section 6 below).
3. TERM AND TERMINATION
a. Term. The term of this Agreement ("Term") will commence, and you may begin using the Services, once you agree to the terms and conditions of this Agreement by performing the registration process for your Account. The Agreement will remain in effect until terminated by you or me in accordance with Section 13.
b. Termination of Agreement. Upon termination of this Agreement for any reason, you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services and all of your rights under this Agreement shall immediately terminate.
a. Updating Account Information. You are responsible for maintaining up-to-date and accurate information (including contact information) for your Account. I am not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content (as defined in Section 6 below) or other data that you submit or use in connection with your Account or the Services.
a. Service Fees. In consideration of your use of any of the Services, you agree to pay any applicable fees that the Owner may charge in the amounts set forth on the on the Site (including any minimum subscription fees). Fees for any new Service or new Service feature will be effective upon posting by me on the Site for the applicable Service. I may increase or add new fees for any existing Service or Service feature, or implement a fee for any previously free Service or free Service feature, by giving you 30 days advance notice. Such notice will be posted on the Site on the Service detail page. You agree that you are responsible for checking the Site each month to confirm whether there are any new fees and their effective date(s). All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to me as reasonably required to determine whether I am obligated to collect VAT from you, including without limitation your VAT identification number.
b. Payment. I may specify the manner in which you will pay any fees, and any such payment shall be subject to my general accounts receivable policies in effect, from time to time. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify me and shall pay such additional amounts to me as necessary to ensure that the net amount that I receive, after such deduction and withholding, equals the amount I would have received if no such deduction or withholding had been required. Additionally, you shall provide me with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.
c. Discounts. From time to time, I may offer free or discounted pricing for data transfer, data storage, and other usage of the Services (a "Special Pricing Program"). After a Special Pricing Program ends, normal charges will apply. You must comply with any additional terms, restrictions, or limitations (e.g., limitations on the total amount of usage) I impose in connection with the Special Pricing Program as described on the Site. You may not sign-up for multiple Owner Accounts in order to receive additional benefits under a Special Pricing Program. I may immediately terminate any Account that I determine, in my sole discretion, is established or used to avoid the terms, restrictions, or limitations applicable to a Special Pricing Program.
6. RESTRICTIONS ON USE OF THE SERVICES
a. Prohibited Activities.
(1) You may not do any of the following to the Services:
(i) Use any robot, spider scraper, deep link, or other similar automated data gathering or extraction tools, programs, algorithms, or methodology to access, acquire, copy, or monitor the Site or a portion of the Site without the prior written consent of Owner, which consent may be withheld for any or no reason;
(ii) Use the Services in any manner that could damage, disable, overburden, disrupt or impair the Services or any Owner server, or the network(s) connected to any Owner server, or interfere with any other party's use and enjoyment of the Services;
(iii) Disobey any applicable policies or regulations of networks connected to the Services;
(iv) Modify, alter, adapt, translate, disassemble, decompile, or reverse engineer the Services, or apply any other process or procedure to derive the source code of any software included in or accessed via the Service;
(v) Frame the Services or reformat them in any way;
(vi) Create user accounts using any automated means or under false pretenses; or
(vii) Due to the individualized nature of the information provided by the Service, share or provide information regarding your user account with anyone.
(2) You may not use the Services to do any of the following:
(i) Harass or advocate harassment of another person or entity;
(ii) Perform any activities that violate, intentionally or unintentionally, any applicable state, local, federal, or international laws or regulations promulgated by governmental agencies that have the force of law;
(iii) Provide resources to or otherwise support any organization(s) designated by the United States government as a foreign terrorist organization under section 219 of the Immigration and Nationality Act;
(iv) Impersonate any person or entity or misrepresent in any way your affiliation with a person or entity;
(v) Transmit unsolicited mass mailings or "spam;" or
(vi) Transmit any virus, worm, defect, Trojan horse or similar destructive or harmful item.
b. Permitted Activities.
(1) You may write or develop software, web sites, application programming interfaces or other online services or technology that you store in, or that interface with, the Services (collectively "Applications"). You acknowledge that I may change, deprecate or republish APIs for any Service or feature of a Service from time to time, and that it is your responsibility to ensure that calls you make to any Service are compatible with then-current APIs for the Service. You further acknowledge that I may change or remove features or functionality of the Services at any time.
(2) You may enable access and use of Your Content by your end users in accordance with the terms of this Agreement. "Your Content" means any Application, data or other content that you may (a) provide to me pursuant to this Agreement, (b) make available to any end users in conjunction with the Services, or (c) develop, or use in connection with the Services. Your Content includes, but is not limited to, software, data, and content that you or your end users upload to my systems as a part of an Application. You are responsible for all terms and conditions applicable to Your Content.
(3) You may make network calls or requests to the Services at any time that the Services are available, provided that no such call or request exceeds the maximum file size that may be established for the Services as provided on the Site, from time to time.
7. SERVICE INTERRUPTIONS
In addition to my rights to terminate Services to you as described in Section 14 below, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) Owner shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit me to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that I determine, in my sole discretion, may create a risk to the applicable Service, to you or to any of my other customers if the Service were not suspended; or (c) in the event that Owner determines that any Service is prohibited by law or I otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Service Suspensions"). Owner shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. I may, but am not required to, provide you email notice of any Service Suspension in accordance with the notice provisions set forth below and to post updates on the Site regarding resumption of Services following any such suspension; provided, however, Owner shall have no liability for the manner in which any such notice is posted or if Owner fails to do so.
I strive to keep Your Content secure, but cannot guarantee that I will be successful at doing so, given the nature of the Internet. Accordingly, without limitation to Section 2 above and Section 10 below, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content and Applications. I strongly encourage you, where available and appropriate, to (i) use encryption technology to protect Your Content from unauthorized access, (ii) routinely archive and maintain backups of Your Content, and (iii) keep your Applications or any software that you use or run with my Services current with the latest security patches or updates. I will have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your Content or Applications.
9. COPYRIGHT POLICY
a. In addition to any other use restrictions set forth in this Agreement, you may not engage in or facilitate the posting, modification, distribution, or reproduction of any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Owner to terminate all privileges of any user who repeatedly infringes the copyright rights of others upon receipt of prompt notification to Owner by the copyright owner or the copyright owner's legal agent.
b. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please contact me with the following information:
(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 copyrighted 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 the service provider to locate the material. Providing URLs in an email enables me to most efficiently locate and remove the infringing material.
(iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
(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.
Notice should be provided to email@example.com, or by mail to Michael Leonhard, 625 2nd St, Suite 280, San Francisco, California 94107.
Owner respects your privacy. Owner's Privacy Notice can be found at http://www.rootredirect.com/privacy. By using the Services, you are consenting to the terms of my Privacy Notice.
11. THIRD PARTY WEBSITES, SERVICES, AND CONTENT
a. The Services may contain links to third-party sites that are not under the control of Owner, and Owner is not responsible for nor does he guarantee the accuracy or integrity of, the content(s) of any linked site or any link contained in a linked site, or any changes or updates to such sites. The inclusion of any link does not imply that Owner endorses or accepts any responsibility for the content on any third-party site. Your correspondence or business dealings with, or participation in promotions of, any third party website found through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Owner is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of links to such third party websites on the Services.
b. In addition, links to advertising that has not been approved by Owner may be embedded in third party content displayed on the Services. Owner is not responsible for any content, cookies, or other technology used in connection with such advertising.
12. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY; ABILITY TO CHANGE OR TERMINATE SERVICES
a. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, THE SERVICES AND ALL INFORMATION ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND AND OWNER HEREBY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, OWNER DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. Because some jurisdictions do not allow the exclusion of implied warranties, some of these exclusions may not apply to you. If any state or other jurisdiction does not allow the exclusion of warranties, then Owner's warranties shall be limited in those jurisdictions to the extent permitted by law.
b. IN NO EVENT SHALL OWNER BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA OR PROFIT, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR INFORMATION AVAILABLE FROM THE SERVICES, EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OWNER'S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO OWNER FOR THE SERVICES DURING THE TERM OF YOUR USE OF THE SITE. If any state or other jurisdiction does not allow the exclusion or limitation of liability for damages, then Owner's liability shall be limited in those jurisdictions to the extent permitted by law.
d. Owner may terminate or make changes to all or any portion of the Services, product offerings, and any other information and materials available on or through the Services at any time and without notice or liability.
b. Effect of Termination. Upon the termination of your use of the Service, in whole or in part, for any reason, you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services; and all of your rights with respect to the applicable Services shall be terminated.
b. You consent to receiving any notices regarding the Terms of Service or the Privacy Notice or any notice required by law, including notice of any breach of security involving your personally identifiable information, through email.
c. Any notices that I send to you by email will be sent to the email address you provided when you registered for an account or the email address in your profile.
16. GENERAL INFORMATION
b. Governing Law. By accessing the Services you agree that the statutes and laws of the United States and the State of California, without regard to any principles of conflicts of law, will apply to all matters relating to the use of the Services, and you further agree that any litigation shall be subject to the exclusive jurisdiction of the state and federal courts in San Francisco County in the State of California, and you consent to the personal jurisdiction of those courts.
f. Dispute Resolution. Any legal controversy or legal claim arising out of or relating to this Agreement or the Service, excluding legal action taken by Owner to collect fees or recover damages for, or obtain an injunction relating to Owner's intellectual property or the Service, will be settled by binding and final arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in San Francisco County, California, and judgment on the arbitration award may be entered into any court having jurisdiction. Either you or Owner may seek any interim or preliminary relief from a court of competent jurisdiction in San Francisco County, California necessary to protect the rights or property of you or Owner pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs.
17. COMMENTS AND QUESTIONS
If you have any comments or questions, you may address them to Michael Leonhard, 455 Bowdoin St, San Francisco, CA 94134, or by email at firstname.lastname@example.org.
Copyright © 2012 Michael Leonhard