Date of Last Revision: APRIL 1, 2017
Access and Use of the Service
You agree that you, and not Iterate, must evaluate, and bear all risks associated with, the use of the Service and of any part of the Services: (i) Iterate may make available or provide certain templates as well as other various documents, manuals and information, help documentation, help text, blog articles and associated commentary, data, text, agreements, instruments, messages or other materials, content, logos, graphics and images (together, the "Content"); (ii) uploaded, posted, published or displayed (each, a “post”), emailed or otherwise transmitted, maintained or used by you or at your direction via the Service (“User Content”); or (c) posted, emailed or otherwise transmitted or maintained by third parties or other users on or through the Service (“Third Party Content”), including any reliance on the accuracy, legality, appropriateness, completeness, or usefulness of any such content. You are responsible for informing yourself of the laws and regulations applicable to your jurisdiction and compliance with them.
From time to time, the Service may include certain services that are available via a mobile device, including (i) the ability to upload User Content to the Service via a mobile device, (ii) the ability to electronically sign documents and other instruments from a mobile device, (iii) the ability to receive, submit and/or reply to Electronic Communications from a mobile device, (iv) the ability to browse the Service and the Site from a mobile device and (v) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile device, and what restrictions or fees, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your old number. With respect to the Iterate mobile application software and related documentation (collectively, the “Applications”), Iterate grants you a limited, non-exclusive and non-transferable license to download and use the Applications solely for your personal or business use. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Applications.
You grant to ITERATE, a non-exclusive, worldwide, perpetual license (except to the extent you have deleted your User Content) to host and make the User Content available on the Services in accordance with the access rights that you select. You grant to the users who access your account or User Content, a non-exclusive, worldwide, perpetual license to use User Content for their personal or business use, in accordance with the levels of permission you set. ITERATE DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH REGARD TO ALL USER CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ITERATE DISCLAIMS ANY LIABILITY OF ANY KIND WITH REGARD TO ALL USER CONTENT, INCLUDED, WITHOUT LIMITATION, INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY.
You may be given access to certain password protected areas of the Site and the Services. You are responsible for maintaining the confidentiality of your password, registration data and for any and all activity that occurs under your password. You agree to notify Iterate and the Client Company immediately of any unauthorized use of your password or any other breach of security relating to the Site and the Services. You shall not, and shall not attempt to, access any data of another Iterate.ai account holder if you are not an authorized user under the applicable account.
You acknowledge that Iterate reserves the right to start charging the Client Company a fee for certain features of the Service and to change its fees (if any) from time to time in its discretion. If you decide to use the features of the Service that incur a fee or other charge, you agree to the terms of sale applicable to such fees or charges, which may include pricing, billing and payment and you agree to pay any taxes that may apply. You acknowledge that the pricing for certain features of the Service may vary depending on the level of use of them by those users associated with the Client Company. If Iterate terminates your account, if you terminate your account or if the Client Company terminates its use of the Service, for any reason, the Client Company will not be entitled to a refund of any unused portion of fees or payments (if any). Fees paid by the Client Company may be subject to additional terms that Iterate will notify you of prior to their application.
By using the Site, you consent to receiving electronic communications from Iterate. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with Iterate and you receive them as part of your use of the Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Third Party Content and Hyperlinks; Advertising
As part of the Service, you may have access to links to other sites and resources on the Internet (“Hyperlinked Sites”) or to Third Party Content. Iterate does not pre-screen, monitor, endorse or check the accuracy or completeness of Hyperlinked Sites or Third Party Content and Iterate has no control over or input into them. You agree that Iterate shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Hyperlinked Sites or Third Party Content. Any dealings you have with advertisers found while using the Service are between you and the advertiser, and you agree that Iterate is not liable for any loss or claim that you may have against an advertiser.
Feedback on the Site
You acknowledge and agree that any questions, comments, suggestions, reviews, ideas, feedback or other information about the Site or the Service (collectively, “Submissions”), provided by you or the Client Company to Iterate are non-confidential and Iterate shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Iterate retains all right, title, interest and ownership of all information, software, plans, inventions, provisional and non-provisional patents, trade secrets, other intellectual property and other property that it develops in connection with any Submission. Iterate may utilize any and all methods, computer software, know-how, ideas or techniques related to any Submission and developed by Iterate while providing the Services (including any Services in connection with any Submission) and may incorporate the work product in future Service offerings. You agree that Iterate retains the right to use, without right of accounting, generalized knowledge, experience, and know-how (including processes, ideas, modifications, suggestions, concepts and techniques) relating to the Services acquired in the course of performing Services.
Your Responsibilities (Posting and Submissions)
If you use software tools to import content from other sources on the Internet to create User Content, you agree that you have all necessary rights and permissions to use such content and to create the User Content using that third party content and that you will only submit and use User Content in any account that you register for or have access to in an manner that complies with all applicable laws and regulations. You further agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission or User Content that you make. You represent and warrant that: (i) you own all Submissions or User Content posted by you on or through this Services or otherwise have the right to grant the licenses to Iterate set forth in this section, and (ii) the posting of your Submissions or User Content on or through this Service does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions or User Content posted by you to or through the Services. Iterate shall have no obligation to pay you any fees or royalties for your Submissions or User Content.
Unauthorized use of any User Content, the Services or Third Party Content contained on this Site may violate certain laws and regulations. You agree to indemnify and hold ITERATE and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) Iterate or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party based on your submitted User Content or that your use of the Services or Third Party Content or the use by any person using your user name or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party. Iterate may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Iterate's discretion, Iterate will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site, the Services or on the Internet.
You agree that you are solely responsible for all User Content and your use of the Service. The following are examples of the kind of User Content or use of the Service that are illegal or prohibited by Iterate. Iterate reserves the right to investigate and take appropriate legal action against anyone who, in Iterate’s sole discretion, violates this provision, including without limitation, removing the offending User Content from the Service, notifying the Client Company, suspending or terminating your account with Iterate and reporting you to law enforcement authorities. You agree to not use the Service to:
post, email or otherwise transmit any User Content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable or which promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person or entity (as applicable); (iv) infringes any intellectual property or other proprietary rights of any person or entity; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” or any other form of solicitation; (vi) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) in the sole judgment of Iterate, is objectionable or which may expose Iterate or its users to any harm or liability of any type;
“stalk,” harass, advocate harassment or otherwise violate the legal rights of others;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including but not limited to electronically signing an agreement on behalf of an entity when you are not authorized to do so;
harvest or collect email addresses or other information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited communications or for any other unauthorized use;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
interfere, attempt to interfere with or disrupt the proper functioning of the Service, the servers or networks connected to the Service or any other person or entity’s use of the Service;
violate any terms which may be applicable for any particular area of the Service;
intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law;
further any unlawful purpose or promote any illegal activity including, but not limited to violating someone’s privacy, or providing or creating computer viruses; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Special Notice for International Use; Export Controls
Your use of the Service, including the software available in connection with or underlying the Service (the “Software”) and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. If you access the Service or the Site from outside the United States, you do so at your own risk and you are responsible for complying with the applicable laws where you are located. You also agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you are located.
No Resale of Service or Use for Competitive Intelligence
Protected Content, Software and Trademarks
Notification of Copyright and Trademark Infringement
If you believe that your work is the subject of copyright infringement or a trademark infringement and appears on the Site, please contact Iterate’s agent for notice of claims of copyright or trademark infringement on this Site can be reached by email at [email protected] and by mail at 700 N. Colorado Blvd Suite 757 Denver, CO 80206 Attn: Iterate Studio Legal Department
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Only the intellectual property rights owner may report potentially infringing items. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner.
Indemnity and Release
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ITERATE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT.
ITERATE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, CONTENT, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED, USED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR BE APPROPRIATE FOR YOUR PARTICULAR CIRCUMSTANCES, AND (V) ANY ERRORS WILL BE CORRECTED.
Limitation of Liability
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
If a dispute arises between you and ITERATE, you should first attempt to resolve it by contacting Iterate at [email protected] We will attempt in good faith to resolve all claims submitted this way within fifteen (15) days of receipt.
Dispute Between Users
You agree that you are solely responsible for your interactions with any other user of the Service. Iterate reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service. You release Iterate from any claims arising out of or in any way connected with such disputes and Iterate’s involvement therein.
Termination of Account
QUESTIONS? CONCERNS? SUGGESTIONS?