Terms of Service
Last updated: April 1, 2020
- Use of The Site. Subject to other agreements you may have with us, this Site and Services are for your personal, non-commercial and lawful use only. Other than as expressly permitted in the next paragraph, you may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell, or otherwise exploit the Site or Services, or any content, information, software, products or services obtained from the Site or Services, for any commercial purpose or enterprise. You may not use the Site, or any content within the Site, for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of an illegal activity or other activity which violates these Terms or otherwise infringes our rights or the rights of other individuals or entities. Subject to your compliance with these Terms, you may access the Site, use our Services and display and use the content of the Site and Services, and, subject to any expressly stated restrictions or limitation relating to specific material on the Site, electronically copy or download onto your device or other technology used to access the Site or Services, portions of the content from the Site, strictly for your personal, non-commercial, lawful use. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, and nontransferable license to access and use the content and services made available in or otherwise accessible through the Site and Services. If you make any other use of the Site, except as otherwise provided above, you may violate copyright and other laws of the United States, and other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.
- Prohibited Uses. You may not (a) decompile, disassemble, or reverse engineer the Site or Services or any portion thereof; (b) attempt to gain unauthorized access to the Site or any Services, any portion thereof, including content accessible via the Site, or any other system or platform through we provide; (c) use any automatic device, program, algorithm, or methodology, or engage in harvesting of email addresses or other personal information, unsolicited emailing, phone calls or mailings, spoofing, flooding, overloading, spidering, screen scraping, database scraping, or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Site or Services; or (d) reverse look up, trace or seek to trace any information on any other user of or visitor to the Site and Services to its source. You agree that you will not use any of the Services in any manner that could damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
You will not use the Site to violate any applicable law, rule or regulation and you will not encourage or enable others to violate these Terms, any applicable law, rule or regulation.
- Developers. Our Site and Services are meant to provide developers information about user behaviors. Developers are provided pricing options on multiple pages on our Site. These pricing options are presented as estimates, and should not be construed as an offer. On our Site, we enable you to contact us to discuss enterprise opportunities, and we encourage you to do so.
- TheoremReach. Our Site and Services may be used by you in connection with a TheoremReach product. In those cases, your use of our Site and Services are subject to these Terms and your use of the TheoremReach product(s) are governed by any and all applicable terms provided by TheoremReach.
- Service Features. Our service features include a product that provides analytical information based on survey collected feedback. Any survey responses that are either partially or entirely fabricated, inaccurate, or otherwise misleading will necessarily impact the effectiveness of some of our service features. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON ANY SERVICE FEATURE, INCLUDING THE ANALYTICS BASED ON MISLEADING SURVEYS. WE ARE NOT RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, FOR THE CONTENT OR ACCURACY OF ANY MATERIALS PROVIDED BY THIRD PARTIES.
- Intellectual Property. The Site, products and services of UserWise and the information contained therein contain copyrighted materials, trademarks, proprietary data, research and other information belonging to UserWise or used with permission of licensors of UserWise. The Services and all content and materials on the Site and Services, including, without limitation, all graphics, interfaces, features, functions, text, button icons, data compilations, software, code and materials thereon, the “look and feel”, selection and arrangement, design and organization of the Site and Services, trademarks and logos, audio and video clips, are owned by, or licensed to, us. We and our licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Site, including, without limitation, all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms. You acknowledge and agree that the Site is provided under limited license and access rights and not sold to you. You do not acquire any ownership interest in the Site under these Terms, or any other rights thereto other than to use the Site in accordance with the limited license and rights granted in these Terms, and subject to all terms, conditions, and restrictions, under these Terms. No copying, redistribution, retransmission, publication or commercial exploitation of any material available on or through the Site is permitted without the express permission of UserWise or the copyright owner, as the case may be, or except as may be expressly authorized by applicable copyright laws. You shall not (a) remove, delete, alter, or obscure any trademarks or any notices of copyright, trademark, patent or other intellectual property or proprietary rights from the Site, including any copy thereof; or (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Site, or any features or functionality of the Site, to any third party for any reason, including, without limitation, by making the Site available on a network where it is capable of being accessed by more than one device at a time.
- Reliance on Information Presented or Statements Posted. The information presented and statements posted on or through the Site, including event listings, statements regarding maximized retention and improved ROI, and free trials are not meant to be relied upon. UserWise cannot, and does not, guarantee that you will increase your customer base, and increase your ROI. You access and use this information at your own risk. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION. BY YOU OR ANY OTHER SITE VISITOR OR SERVICE USER. The Site may include content provided by third parties, including materials provided by other users and users of our products and services. Any statements or opinions expressed in these materials, and all articles and comments and responses to such articles and other content, other than content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. WE ARE NOT RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, FOR THE CONTENT OR ACCURACY OF ANY MATERIALS PROVIDED BY THIRD PARTIES.
- Linking to the Site and Social Media Features. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advance of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part. The Site may provide certain social media features that enable you to link from your own or certain third-party websites to certain content on the Site or cause limited portions of content on the Site to be displayed or appear on your own or certain third-party websites. You may use these features solely as provided by us and solely with respect to the content they are displayed with. We may disable any or all social media features and any links at any time without notice in our discretion.
- Links from the Site. If the Site contains links to other sites or resources provided by third parties, these links are provided for your convenience only. AS WITH OUR SERVICE FEATURES, WE HAVE NO CONTROL OVER THE CONTENTS OF THESE SITES, OR RESOURCES, AND ACCEPT NO RESPONSOBILITY FOR THEM OR FOR ANY LOSS OR DAMAGE THAT MAY ARISE FROM YOUR USE OF THEM. If you access any of the third-party websites linked to the Site, you do so at your own rights and subject to the terms and conditions of use for such websites.
- User Contributions; Monitoring and Enforcement. The Site may contain interactive features that allow users to post, submit, display, or transmit content or materials (collectively, “User Contributions”) on or through the Site. Unless specifically otherwise stated, you agree that by submitting User Contributions to us (a) such User Contributions shall be deemed to be non-confidential, and (b) you grant to us, our affiliates, successors, representatives and agents a perpetual, royalty-free, fully paid-up, irrevocable, transferable, worldwide right and license to use, transmit, copy, reproduce, publicly display or perform, create derivative works of, or otherwise use such User Contributions, without compensation, acknowledgement or notice to you. You also represent and warrant to us that you have all the necessary permissions and rights to provide such User Contributions to us. You understand and agree that you are responsible for any User Contributions you submit or contribute, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including, without limitation, if we believe that such User Contribution violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for us.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including, without limitation, their intellectual property rights or their right to privacy.
- Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
- Terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
- Updates and Unavailability. We may from time to time, in our sole discretion, develop and provide Site updates, which may include error corrections or new features. We may add or remove features or requirements and we may suspend or stop a feature altogether. You agree that we have no obligation to provide any updates or to continue to provide or enable any particular features or functionality. You acknowledge that the Site may, from time-to-time, be unavailable due to events like scheduled and unscheduled maintenance, system upgrades, internet outages, and other reasons, some of which are beyond our control. We cannot, and do not, guarantee any specific minimum availability of the Site.
- WARRANTY DISCLAIMERS. Your use of the Site is at your sole risk. THE SITE, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, INFORMATION, CONTENT, FUNCTIONS, PRODUCTS, TEXT, GRAPHICS AND LINKS THEREON, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, DATA ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT (A) THE SITE WILL FUNCTION UNINTERRUPTED, SECURELY OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF CONTENT ON THE SITE OR WITH RESPECT TO ITS COMPLETENESS, ACCURACY, TRUTHFULNESS, AVAILABILITY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, RELIABILITY OR OTHERWISE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR DELETION OF YOUR ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
- INDEMNIFICATION. YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS US, THEOREMREACH, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, AS WELL AS OTHER USERS OF THE SITE, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATING TO (A) USE AND ACCESS OF THE SITE AND/OR SERVICES, BY YOU OR ANY PERSON USING OUR SERVICES IN YOUR NAME OR ON YOUR BEHALF; (B) BREACH OF THESE TERMS BY YOU OR ANY PERSON USING OUR SERVICES IN YOUR NAME OR ON YOUR BEHALF; (C) VIOLATION OF THE LAW OR ANY THIRD-PARTY RIGHT BY YOU OR ANY PERSON USING OUR SERVICES IN YOUR NAME OR ON YOUR BEHALF; AND (D) ANY ACTIVITY OTHERWISE RELATED TO USE OF THE SITE (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY PERSON USING OUR SERVICES IN YOUR NAME OR ON YOUR BEHALF.
- LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES HAVE ANY LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES FOR: (A) PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION RELATED TO THE SERVICES AND/OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Wisconsin, without giving effect to principles of conflicts of law. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Madison, Wisconsin, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a federal or state court in Dane County, Wisconsin, to whose venue and jurisdiction each party irrevocably submits. Notwithstanding the forgoing, any dispute arising hereunder will be negotiated in good faith between the parties within forty-five (45) days commencing upon written notice from one party to the other and neither party will file an action to arbitrate or litigate prior to the termination of such forty-five (45) day period.
- Electronic Communications. The communications between you and us use electronic means, whether through the Site or via email. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing.
- Changes. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. Any changes to these Terms will become effective upon posting of revised terms.
- Copyright. If you believe your copyright or other intellectual property or privacy right has been violated by content accessible via the Site, please contact us by email at email@example.com.
Contact Us. If you have any questions about these Terms contact us by email at firstname.lastname@example.org.