Terms of use

ACCEPTANCE OF THE TERMS OF SERVICE

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By accessing or using the Site (or any of our related websites, toolbars, widgets, applications or the like), you agree to be bound by these Terms of Service. These Terms of Service along with any other guidelines we may post from time to time, such as our Privacy Policy (collectively, the “Guidelines”) will govern your use of the Site. In the event of any conflict between the Guidelines and any separate written agreement executed by you and Factal, the separate agreement will govern. If you do not agree to these Terms of Service, any of our Guidelines or any part thereof, your sole and exclusive remedy is to discontinue your use of the Site. VIOLATION OF ANY OF THE TERMS BELOW WILL RESULT IN THE TERMINATION OF YOUR RIGHT TO USE THE SITE. YOU AGREE TO USE THE SITE AT YOUR OWN RISK.

ELIGIBILITY

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By using the Site you represent and warrant that (a) you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service; (b) any information you submit is truthful and accurate; (c) you will maintain the accuracy of such information; (d) you are 16 years of age and older; and (e) your use of the Site does not violate any applicable law or regulation. If you represent a corporation or other legal entity, such entity is validly formed and existing under the laws of its jurisdiction and has duly authorized its agent or agents to enter into this Agreement.

LICENSE GRANTS & RESTRICTIONS

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Factal hereby grants you a non-exclusive, non-transferable, worldwide right to access and use the Site, solely with supported browsers through the Internet for your own internal purposes, subject to the Terms of Service. You may not permit the Site to be used by or for the benefit of unauthorized third parties. Nothing in the Terms of Service shall be construed to grant you any right to transfer or assign rights to access or use the Site. All rights not expressly granted to you are reserved by Factal. You shall not (i) modify or make derivative works based upon the Site; (ii) reverse engineer or access the Site in order to (a) build a competitive product or service, (b) build a product using similar features, functions or graphics of the Site, or (c) copy any features, functions or graphics of the Site.

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of these Terms of Service. You further acknowledge and agree that Factal retains ownership and control over the “look and feel” and substance of our tools, widgets, buttons, applications and the like. We reserve all rights that are not explicitly granted to you in this Agreement.

Factal trademarks, logos, service marks, images, trade names, designs, page headers, button icons, scripts and other distinctive branding features used in connection with the Site are the trademarks, service marks or trade dress of Factal and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Factal.

USER DATA RIGHTS

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In order to provide the Site, you allow us to collect, store and use data about your usage of the Site (“User Data”) in accordance with our Privacy Policy. You hereby grant Factal a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, fully paid-up, royalty-free right and license to (i) use, reproduce, store, modify, create derivative works of, distribute, translate, publicly perform and display any User Data; (ii) use and disclose the User Data and related metrics in an aggregate or other non-personally identifiable manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with the Site); and (iii) use User Data for other purposes permitted by our Privacy Policy. In the event of any conflict between this Section of these Terms of Use and the Privacy Policy, the Privacy Policy shall govern.

PROHIBITED ACTIVITY

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You acknowledge that Factal may terminate your use of the Site for engaging in prohibited activities including but not limited to the following:

• You agree not to use the Site for illegal, unauthorized, harmful, misleading, fraudulent or other malicious purposes or to post, disseminate or communicate any unlawful, defamatory, obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter or for the transmission of material that contains viruses or other malicious code, or that which infringes or may infringe intellectual property, privacy or other rights of another.
• You agree to comply with: (i) this Agreement, including Factal’s anti-spam policy and all other policies as published on the Site from time to time, (ii) all applicable U.S. federal, state, local and international laws, including the CAN-SPAM Act of 2003, and all other laws related to unsolicited commercial email messages, defamation, privacy, obscenity, intellectual property or child protective email address registries, (iii) all other rules or regulations applicable to you, and (iv) all privacy policies or similar policies or procedures to which you may be bound that are related to your use of the Site.
• You agree not to attempt to impersonate any other person, website or entity, misrepresent your affiliation with a person or entity, use a false identity, or otherwise mislead Factal or others in using the Site.
• You agree not to engage in excessive usage of the Site, as determined by Factal in its sole discretion, including usage that adversely affects the speed, responsiveness or functionality of the Site, or disrupts the availability of the Site for other users.
• You agree not to take any action that imposes an unreasonable or disproportionately large load on the Site or its network infrastructure.
• You agree not to attempt to damage, deny service to, hack, crack, reverse engineer or otherwise interfere with the Site in any manner.
• You agree not to interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site.
• You agree not to disrupt or interfere with the security or use of the the Site or any web sites linked to the Site.
• You agree not to upload, post, email, or otherwise transmit any information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements).
• You agree not to attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access. You agree not to collect, manually or through an automatic process, information about other users without their express consent or other information relating to the Site.

You further acknowledge and agree that Factal may cooperate with any governmental authority in connection with any investigation into any user’s use of the Site, including use in contravention of applicable laws, and may disclose any information pertaining to you or your use of the Site, to such governmental authority in connection with any such investigation.

Without assuming any obligation to do so, we may block any user we have reason to believe violates this Agreement.

AVAILABILITY AND INTERNET DELAYS

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The availability and functionality of the Site depends on various factors and elements, including software, hardware and communication networks, which may be provided by third parties. These factors are not fault-free. We do not warrant or guarantee that the Site will operate without disruption, limitations, delays, errors or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access or error-free.

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THIRD PARTY LINKS AND INTERACTIONS

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You release Factal, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with third parties. Additionally, Factal or third parties may provide hyperlinks on the Site, or any other form of link or redirection of your connection to other sites (“Third Party Sites”). Links to these Third Party Sites are provided solely for your convenience and in no way does the inclusion of any link on the Site imply our affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. Factal expressly disclaims responsibility for the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the Site.

DISCLAIMER OF WARRANTIES

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Factal cannot guarantee continuous service, service at any particular time, or integrity of data, information or content stored or transmitted via the Internet. Factal does not warrant that (i) the Site will meet your specific requirements, (ii) the Site will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Site or information displayed on the Site will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Site will meet your expectations, and (v) any errors in the Site will be corrected.

THE SITE IS PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FACTAL DOES NOT REPRESENT OR WARRANT THAT THE SITE, YOUR USE OF THE SITE, OR ANY INFORMATION ON THE SITE: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE, SOFTWARE OR WEBSITE(S) YOU USE. ANY WARRANTIES AND REPRESENTATIONS SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THIS AGREEMENT AND THE SITE, AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES HERETO OR BY OPERATION OF LAW, NONE OF THESE WARRANTIES AND REPRESENTATIONS WILL EXTEND TO ANY THIRD PERSON. FACTAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATIONS OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

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IN NO EVENT SHALL FACTAL OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WITHOUT LIMITATION DAMAGES RELATING TO LOST REVENUE, LOST PROFITS, LOSS OF USE, LOST DATA OR LOSS OF GOODWILL, UNDER ANY CAUSE OF ACTION WHATSOEVER INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FOR ANY CLAIM, CAUSE OF ACTION, FEE, EXPENSE, COST, OR LOSS (COLLECTIVELY, “CLAIMS”) ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SITE, OR YOUR USE OF THE SITE.

FACTAL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE SITE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; FACTAL FURTHER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY FAILURES, DELAYS, MALFUNCTIONS, OR INTERRUPTIONS IN THE DELIVERY OF ANYTHING CONTAINED ON THE SITE; ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SITE; ANY LOSSES OR DAMAGES ARISING FROM RELIANCE ON DATA IN A FACTAL ACCOUNT; OR ANY CONDUCT BY USERS OF THE SITE, EITHER ONLINE OR OFFLINE.

FACTAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, ALL SERVICES AND PRODUCTS AND ANY THIRD PARTY WEB SITES AND THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

FACTAL DOES NOT WARRANT OR GUARANTEE THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED BY THIRD PARTIES. NEITHER THE ACCURACY OR THE COMPLETENESS OF ANY INFORMATION PROVIDED WILL BE VERIFIED BY FACTAL AND THE USER ASSUMES THE RISK OF SAME. USER IS SOLELY RESPONSIBLE FOR IDENTIFYING AND CORRECTING ANY AND ALL ERRORS IN INFORMATION STORED ON USER’S BEHALF BY FACTAL.

FACTAL ASSUMES NO LIABILITY FOR THE DELAY, FAILURE, INTERRUPTION, INTERCEPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION COMMUNICATED TO OR ENTERED INTO THE SITE, THE RISK OF WHICH IS ASSUMED BY YOU.

YOU AGREE THAT FACTAL’S ENTIRE LIABILITY AND YOUR SOLE REMEDY FOR ALL CLAIMS SHALL BE LIMITED, IN THE AGGREGATE, TO USD $150.00.

YOU ACKNOWLEDGE AND AGREE THAT, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF, RELATING TO, OR CONNECTED WITH YOUR USE OF THE SITE, MUST BE FILED WITHIN ONE (1) CALENDAR YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, OR FOREVER BE BARRED.

INDEMNIFICATION

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You agree to indemnify, defend, and hold harmless Factal, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “Company Indemnitees”) from and against any claim, demand, loss, damage, cost, or liability (including amounts paid in settlement and reasonable attorneys’ fees) arising out of or relating to:

• any content you submit, post, transmit, or make available through the Site;
• your use or misuse of the Site;
• your connection to the Site;
• your breach or alleged breach of this Agreement;
• your violation of any rights (including intellectual property rights) of a third party; or
• your breach of any applicable law in connection with your use of the Site.

CHANGES TO SITE

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We reserve the right at any time (and from time to time) to modify, suspend, or discontinue providing the Site or any part thereof with or without notice. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

AMENDMENTS

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We may amend, modify, change, add or remove portions of this Agreement at any time without notice to you by posting a revised version on the Site and/or by emailing you. The revised version will be effective at the time we post it to the Site or otherwise notify you. Your continued use of the Site after such posting or notification of the changes constitutes your binding acceptance of such changes.

TERM AND TERMINATION

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You may terminate your use of the Site at any time and for any or no reason. Factal has the right (at its sole discretion) for any reason to (i) block your email or IP address, or otherwise terminate your access to or use of the Site, or (ii) remove and discard any content submitted to Factal or displayed anywhere on the Site. Factal’s rights survive the termination of this Agreement.

GOVERNING LAW AND ARBITRATION

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This Agreement shall be governed by the laws of the State of Delaware without giving effect to any principles that may provide the application of the law of another jurisdiction. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration before a single arbitrator in accordance with the JAMS Streamlined Arbitration Rules. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Seattle, Washington, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.

If either Factal or you want to arbitrate a dispute, Factal and you each agree to send written notice to the other providing a description of the dispute, previous efforts to resolve the dispute, all supporting documents/information, and the proposed resolution. Notice to you will be sent to your billing address that you provided us and notice to us will be sent to: 600 1st Avenue, Suite 400, Seattle, WA 98104. Factal and you each agree to make attempts to resolve this dispute within forty-five (45) days of receipt of the notice to arbitrate. Thereafter, either Factal or you may submit the dispute to formal arbitration.

Both you and Factal each agree not to pursue arbitration on a consolidated or classwide basis. Both you and Factal each agree that any arbitration will be solely between you and Factal (not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator hold that this restriction in unconscionable or unenforceable, then this agreement to arbitrate does not apply and the dispute must be brought in court.

NO CLASS ACTIONS

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TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CONSOLIDATED OR CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.

NO TRIAL BY JURY

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TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.

GENERAL

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The failure of Factal to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. Factal may assign this Agreement in whole or in part in its sole discretion without your consent and without notice. This Agreement constitutes the entire agreement between you and Factal and governs your use of the Site, superseding any prior agreements between you and Factal regarding the subject matter hereof, provided, however, that if you and Factal have entered into a separate, written agreement then, in the event of any conflict, the terms of that separate written agreement shall govern. Nothing in this Agreement shall prevent us from complying with the law and applicable regulations.

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If you have any other questions, please email members@factal.com.