Untrite websites, software applications and other products and services (the “Services”) are provided by Untrite, Inc., with its headquarters at 65 Green Dragon Yard, E15NJ London, United Kingdom (individually and collectively “Untrite”).
Untrite and its licensors (and their affiliates) reserve all rights not expressly granted in the Terms. Untrite licensors (and their affiliates) are a third-party beneficiary of the Terms and are entitled to enforce them as third-party beneficiaries.
Please read the Terms carefully and contact us at email@example.com if You have any questions. By using the Services, You acknowledge and agree to the Terms and that the only remedy for Your dissatisfaction with the Services is to stop using them. Although we will take reasonable steps to notify you of material changes to the Terms, Untrite reserves the right to change the Services and the Terms from time to time without prior notice; by continuing to use the Services, You agree to the changes on to the Services and the Terms.
The Services and any “Content” (meaning any text, images, videos, audio, or software) published by or on behalf of Untrite are not sold to You, they are provided by Untrite under a limited, non-exclusive, non-transferable, and revocable license to use them, in accordance with the applicable Terms and, where applicable, the Untrite Open Platform Activity License Agreement. They are property of Untrite or licensors (and their affiliates) and Untrite and its licensors (and their affiliates) retain all right, title and interest in and to the Services and Content made available by Untrite.
The Services enable You to share, create, link or upload Content. You are solely responsible for any Content that You make available via the Services and for any harm resulting from it. Untrite is not responsible for any public display or misuse of Your Content. When You provide Content (including without limitation by linking your Untrite account with third-party services), You grant Untrite a transferable, royalty-free, sub-licensable, non-exclusive, worldwide, valid for the entire duration of the rights, license to host, store, copy, distribute, assess, test, modify, publicly perform, display, create derivative works of, incorporate into other works and otherwise use the Content. Except as provided herein, Untrite does not acquire any intellectual property rights over the Content you provide by accessing and using the Services. By using the Services, You may access or use Content provided by Untrite, other users or third parties, including links to websites and services maintained by third parties. Untrite cannot guarantee that any Content, in the Services or elsewhere, will be free of (i) material You may find objectionable or otherwise inappropriate or (ii) malware or other contaminants that may harm Your computer, mobile device, or any files therein. Untrite disclaims any responsibility or liability related to Your use of such Content.
Any suggestions, ideas, comments, and other feedback regarding the Services provided by You to Untrite (“Feedback”) may be used without any restriction or compensation to You.
Access and Security
By accessing or using the Services You will not (or allow those acting on your behalf to):
- Perform or promote illegal activities;
- Defame, stalk, harass or threaten others (including spam), or organize acts of violence;
- Violate intellectual property, privacy, or other rights. Do not share Content that You do not have the right to share, claim Content that You did not create as Your own, or otherwise infringe or misappropriate Untrite’s someone else’s intellectual property or other rights. Always attribute materials used or quoted by You to the original copyright owner;
- Breach Your contractual obligations;
- Share Your username and password, let anyone access Your account, or do anything that might put Your account at risk;
- Attempt to access any other user’s account;
- Reproduce, transfer, sell, resell, or otherwise misuse, gain or attempt to gain commercial benefits from any Content from our Services, unless otherwise agreed with Untrite;
- Access or attempt to access, tamper with, or use areas of our systems, networks or Services which have not been made purposefully available to users by Untrite;
- Degrade, break or circumvent authentication or security measures or otherwise test the vulnerability of our systems, networks or Services;
- Try to reverse engineer, decompile, alter, adapt, merge, modify, translate, develop versions or derivative works, upgrade, improve or extend, features or functionalities of any portion of the Services;
- Interfere or attempt to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing or use the Services to distribute malware;
- Promote or facilitate disruptive commercial messages or advertisements;
- Remove, obscure, alter or falsify any Untrite proprietary markings (such as trademarks or copyright notices), the Terms or any links to the Terms, author attributions, legal notices, or other labels of the origin or source of Content;
- challenge or assist others in challenging Untrite’s trademarks, or our registration or enforcement of Untrite trademarks; (ii) attempt to adopt, use, apply for, or register any trademark, service mark, logo, URL, Internet domain name, or symbol that is confusingly similar to Untrite trademarks; or (iii) make any negative, false, or disparaging statements (whether written or oral) to any third-party about us or our Services;
- Impersonate or misrepresent Your affiliation with any person or entity;
- Otherwise violates the Terms or encourage or help anyone do any of the things on this list.
In its own discretion, Untrite may (i) remove or modify Content that violates the Terms or (ii) suspend, disable, or terminate a user’s access to all or part of the Services.
“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under these Terms, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under the Terms, while using reasonable care to keep it confidential.
Notwithstanding any provision to the contrary in the Terms, the recipient may also disclose Confidential Information to the extent required under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of a legal process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual.
Untrite or its suppliers periodically schedule system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that Untrite and its suppliers have no responsibility for: (a) the unavailability of the Services; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, miss delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any internet service providers, any third party, or any internet facilities and networks.
The Services are provided “AS-IS”. Neither Untrite, its affiliates, licensors or suppliers, nor their officers, directors, employees, shareholders, agents or representatives (“Untrite Parties”) make any express or implied representations or warranties to You or any other person or entity with respect to the Services, whether oral or written, express, implied or statutory. Without limiting the foregoing, any implied warranty or condition of merchantability or fitness for a purpose, and those arising in the course of dealing or usage of trade are expressly excluded and disclaimed. Untrite does not warrant that use of the Services will be error free or uninterrupted, that errors or defects in the Services will be corrected, or that the Services functionality will meet Your requirements.
In no event will Untrite Parties be liable to You or any other person or entity for any indirect, special, incidental, exemplary or consequential damages, for loss of goodwill in any way relating to the Terms or resulting from the use of or inability to use the Services of the performance or non-performance of any Services, including the failure of essential purpose, regardless if Untrite has been notified You of the possibility or likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. To the extent permissible under applicable law, Untrite Parties are not responsible for any loss or damage arising from Your failure to comply with the Terms or due to use of Your account, either with or without Your knowledge, including due to someone else using Your password, prior to You notifying Untrite of unauthorized access to Your account. Nothing in the Terms limits or excludes our liability for gross negligence, for Untrite’s (or Untrite’s Parties’) intentional misconduct, for death or personal injury.
You will indemnify, defend and hold harmless the Untrite Parties against any loss, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims based on (a) Your use or attempted use of the Services in violation of the Terms; (b) Your violation of any law or rights of any third party; or (c) Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
You may stop using the Services at any time. Termination of Your account does not relieve You of any obligation to pay any outstanding fees (if applicable). Untrite may, without prior notice to You, immediately terminate, suspend Your right to use and access the Services, or delete Your account, if: (i) Untrite has reasonable suspicion of Your breach or attempted breach of these Terms; (ii) required to do so by law (for example, where the provision of the Services is, or becomes, unlawful); (iii) You fail to make timely payment for the Services (if applicable); (iv) Untrite elects to discontinue the Services, in whole or in part; or (v) there has been an extended period of inactivity in Your free account.
You may not assign or otherwise transfer these Terms or Your rights and obligations under the Terms, in whole or in part, without Untrite’s written consent and any such attempt will be void. Untrite may transfer its rights under these Terms to a third party, in which case these Terms will be updated and made available on the Untrite website.
Statute of Limitations
To the extent permitted by applicable law, any cause of action arising out of or related to the use of the Services or the Terms must be filed within 1 year after such cause of action arose. Any cause of action which is not filed within such period is permanently barred.
Choice of Law and Dispute Resolution
The Terms are governed by and will be interpreted in accordance with the laws of England. Any and all disputes resulting out of or in relation to the Terms will be settled amicably and, if such will not be possible, the disputes will be settled, to the extent permissible under applicable law, by the courts of England.