Last Modified: June 14, 2023
This Website is offered and available to users who are 13 years of age or older. By using this Website, You represent and warrant that You meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Website.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
- Making all arrangements necessary for You to have access to the Website.
If You choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that your account is personal to You and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that You exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, You may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided You agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, You may take such actions as are enabled by such features.
You must not:
- Modify copies of any materials from this site.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If You wish to make any use of material on the Website other than that set out in this section, please address your request to: email@example.com.
The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, You agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any device, software, or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, ” Interactive Services“) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, ” post“) content or materials (collectively, ” User Contributions“) on or through the Website.
Any User Contribution You post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, You grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
You understand and acknowledge that You are responsible for any User Contributions You submit or contribute, and You, not the Company, 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 Website.
Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Disclose your identity or other information about You to any third party who claims that material posted by You violates their rights, including 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 Website.
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 Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. 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.
Causely is committed to respecting and protecting the legal rights of copyright owners. As such, Causely adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If You believe any of the materials infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a “DMCA Takedown Notice”). To be valid, a DMCA Takedown Notice must (i) be provided to Causely’s designated agent, (“Copyright Agent”), as set forth below, and (ii) include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- 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;
- Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number, and, if available, an electronic mail;
- A statement that You have 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; and
- A statement that, under penalty of perjury, the information in the notification is accurate and You are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Causely’s Copyright Agent to receive DMCA Takedown Notices is: firstname.lastname@example.org.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. 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 materials by You or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
Linking to the Website 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 advantage 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 without our express consent.
This Website may provide certain social media features that enable You to:
- Link from your own or certain third-party websites to certain content on this Website.
- Send emails or other communications with certain content, or links to certain content, on this Website.
- Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us. Subject to the foregoing, You must not:
- Establish a link from any website that is not owned by You.
- Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Link to any part of the Website other than the homepage.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If You decide to access any of the third-party websites linked to this Website, You do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Telephone Contact and Recording Policy
By providing us with a telephone number for a mobile device, including a number that You later convert to a mobile device number, You are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number, about any product or services offered by Company. This express consent applies to each such telephone number that You provide to us now or in the future. Calls and messages may incur access fees from your mobile services provider. You understand that You need not provide this consent as a condition of obtaining goods or services from Company, and that You may decline to provide or revoke your consent at any time by emailing email@example.com or by any other method that reasonably ensures we receive your revocation. By providing us with a telephone number, You agree that Company may record any telephone conversation with You (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by You, and whether or Company disclosed the fact that the call was recorded during the call.
The owner of the Website is based in the State of Massachusetts in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If You access the Website from outside the United States, You do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law and Jurisdiction
Limitation on Time to File Claims
Waiver and Severability
Your Comments and Concerns
This website is operated by Causely.io.
Send Causely your notice, feedback, comments, requests for technical support, and other communications relating to the Website by email at firstname.lastname@example.org.
Unless specified otherwise, any notices or other communications to You permitted or required under this Agreement, will be in writing and given by Company via email, Site notification, or messaging service (including SMS).
Causely Platform Terms & Conditions
Date last updated: June 14, 2023
PLEASE NOTE: THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT APPLIES TO ALL USERS. If You reside in the United States, this provision applies to all disputes with Causely. If You reside outside of the United States, this provision applies to any action You bring against Causely in the United States. It affects how disputes with Causely are resolved. By accepting these Terms of Service, You agree to be bound by the arbitration clause and class action waiver. Please read it carefully.
- SERVICE.(a) Provision of Service. Causely grants You the right to access and use the Service in accordance with this Agreement and Your applicable subscription (“Subscription”) indicated on the order form. You will comply with all user documentation and all laws, rules, and regulations applicable to the use of Service.
(b) Restrictions on use of the Service. You may not: (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Service; (ii) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of the Service; (iii) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) rent, transfer, resell, or sublicense the Service; (v) attempt to disable or circumvent any security, billing, or monitoring mechanisms used by the Service; (vi) use the Service to perform a malicious activity; (vii) upload or otherwise process any malicious content to or through the Service; or (viii) benchmark or perform competitive analysis on the Service. The specific Subscription You select may have limitations as outlined in the applicable Subscription order form and/or online checkout.
(c) Updates to the Service. Causely may from time to time make updates to the Service as it deems reasonably necessary, and this Agreement shall apply to such updated Service. Your continued use of the updated Service indicates Your acceptance of the updated.
(d) Use of the Services may require the use of certain third party products and services (” Third Party Services“). Use of any Third Party Services is at your sole risk and will be governed by separate terms and conditions, separate privacy policies relating to usage of data you may share through the Third Party Services in the course of using the Services, other applicable policies, and may include separate fees and charges. Causely may display content from third parties through the Services or may provide information about or links to Third Party Services. Your interactions with any such third parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third parties. Causely is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services.
- REGISTRATION; SUBSCRIPTION AND FEES.(a) Registration. To register to use the Service, You must provide Causely with the information requested in the registration process, including Your name and work email address. You are responsible for all activities that occur under Your account; Causely and Causely’s affiliates are not responsible for unauthorized access to Your account. You will contact Causely immediately if You believe an unauthorized third party may be using Your account or if Your account information is lost or stolen. You will provide complete and accurate information during the registration process and will update it to ensure it remains accurate.
(b) Some parts of the Services are billed on a Subscription basis. You will be billed on a recurring and periodic basis (“Billing Cycle”) with payment terms as set forth on the applicable order form. Billing cycles are set either on calendar month or annual basis, depending on the type of Subscription plan You select when purchasing a Subscription. At the end of each Billing Cycle, Your Subscription will automatically renew for additional successive periods of equal duration to the initial Subscription term unless You cancel it before the end of the then current Subscription period. If a free trial period applies to You, Your Subscription will be charged upon the expiration of any applicable free trial period. Subscriptions canceled prior to the expiration of any trial period will not be charged. You may cancel Your Subscription renewal by contacting Causely customer support team at email@example.com, or through the account management portal where applicable.
(c) A valid payment method is required to process the payment for Your Subscription. You shall provide Causely with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, You automatically authorize Causely to charge all Subscription fees incurred through Your account to any such payment instruments. Should automatic billing fail to occur for any reason, Causely will issue an electronic invoice indicating that You must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
(d) Causely, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Causely will provide You with a reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective. Your continued use of the Services after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
(e) Unless otherwise agreed to in the applicable order form, all fees are payable in the currency of the United States through our payment processor (“Stripe”). You will be responsible for all taxes resulting from the performance of the Service other than taxes on Causely’s income. If all or any part of any payment owed to Causely under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to Causely of the amounts otherwise payable under this Agreement. All fees paid or payable under this Agreement are non-refundable and Subscriptions are non-cancelable during the Subscription term. Causely may change its fees and payment terms at its discretion.
(g) Communications. You are expressly agree that Causely, or its payment processor, is permitted to bill You any applicable fees, any applicable tax and any other charges You may incur with Causely in connection with Your use of the Service. The fees will be billed to the credit card or other payment account You provide in accordance with the billing terms in effect at the time the fees are due and payable. You acknowledge and agree that Causely will automatically charge Your credit card or other payment account on record with Causely. If payment is not received or cannot be charged to Your credit card account for any reason, Causely reserves the right to either suspend or terminate Your access to the Service and terminate this Agreement. By using the Service, You consent to receiving electronic communications from Causely. These electronic communications may include notices about applicable fees and charges related to the Service and transactional or other information concerning or related to the Service. These electronic communications are part of Your relationship with Causely and You receive them as part of Your use of the Service. 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.
(h) Acceptable Use. In addition to the prohibitions set forth in Section 1(b) above, You agree not to, and not to allow third parties to use the Service: to violate, or encourage the violation of, the legal rights of others (for example, infringing or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act); to engage in, promote or encourage illegal activity; for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website); to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; to interfere with the use of the Service, or the equipment used to provide the Service, by customers, authorized resellers, or other authorized users; to disable, interfere with or circumvent any aspect of the Service; to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations (“spam”); or to use the Service, or any interfaces provided with the Service in a manner that violates the terms of this Agreement. If You become aware of any use or content that is in violation of the foregoing Acceptable Use restrictions, You agree to promptly remedy such use or content. If You fail to do so, Causely or its providers may suspend or disable access to the Service (including Your Data) until You comply.
- INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.(a) Causely Rights. This Agreement does not transfer any right, title or interest in any intellectual property right to each other, except as expressly set forth in this Agreement. Causely owns all rights, title and interest in and to the Service. There are no implied rights. Causely reserves all rights not expressly granted herein.
(b) We welcome and encourage You to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by emailing us through the Contact section of the website, or by other means of communication. Any Feedback You submit to us will be considered non-confidential and non-proprietary to You. By submitting Feedback to us, You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to You and without the obligation to identify You.
(c) Your Rights in Your Data. You represent and warrant to Causely that: (1) You or Your licensors own all right, title, and interest in and to any and all permitted electronic data uploaded and stored by You in the Service (“Your Data”); (2) You have all rights in Your Data necessary to grant the rights contemplated by this Agreement; and (3) none of Your Data violates this Agreement, any applicable law or regulation or any third party’s intellectual property or other right. For the avoidance of doubt, as between Causely and You, You will retain all right, title and interest in all Your Data and to all models and analyses created by You or Your authorized personnel using the Services.
(b) HIPAA Data. You agree not to upload to any Service any HIPAA data unless You have entered into BAA with Causely. Unless a BAA is in place, Causely will have no liability under this Agreement for HIPAA data, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar federal or state laws, rules or regulations. If You are permitted to submit HIPAA data to a Service, then You may submit HIPAA data to Causely and/or the Service only by uploading it as Customer Data. Upon mutual execution of the BAA, the BAA is incorporated by reference into this Agreement and is subject to its terms.
- CONFIDENTIAL INFORMATION“Confidential Information” means any proprietary information that is marked “confidential” or “proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form, received by the other party during, or prior to, entering into this Agreement including, without limitation, the Service and any non-public technical and business information. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure. You and Causely will maintain the confidentiality of Confidential Information. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party’s Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure (to the extent allowed) to enable the disclosing party to seek a protective order. Upon termination or expiration of this Agreement, the receiving party will destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.
- TERM; TERMINATION(a) Term; Termination. The term of this Agreement commences when You accept this Agreement (such as by creating an account or proceeding with the use of the Service) and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement at any time by canceling Your account by contacting us at firstname.lastname@example.org. Causely may terminate this Agreement at any time on thirty (30) days advance notice. Causely may also terminate Your account and this Agreement, or suspend Your account, immediately if (i) Causely changes the way Causely provides or discontinues the Service; (ii) Your account was suspended under Section 7 of this Agreement and You have not remediated the reason for the suspension; or (iii) Causely determines that: (1) Your use of the Service poses a security risk to the Service or any third party; (2) Your use of the Service may adversely impact other users of the Service; (3) Your use of the Service may subject Causely, Causely’s affiliates, or any third party to liability; (4) Your use of the Service may be fraudulent; (5) You are in breach of this Agreement; or (6) You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
(b) Effect of Termination. Upon termination of this Agreement (i) all Your rights under this Agreement immediately terminate and You must cease using the Service, (ii) You are solely responsible for deleting or retrieving Your Data from the Service prior to termination for any reason, and (iii) You must pay all unpaid fees to Causely. If either party terminates Your account or this Agreement, Causely will provide You with a reasonable opportunity to retrieve Your Data from the Service, if You so request. Such a request must be sent by email to Causely at email@example.com within seven (7) days after You receive notice regarding the termination. In any event, Your Data will be deleted from the Service no earlier than thirty (30) days after the termination notice regarding Your account has been sent to You.
(c) You understand and agree that Causely may change, suspend or discontinue any part of the Service and Service as a whole. Causely will notify You of any material change to or discontinuation of the Service by email or via Causely’s website. If Causely discontinues the Service (excluding for Your breach), You will receive a pro-rata refund for any pre-paid but unused fees.
- SUSPENSION.Without limiting other available remedies included in this Agreement or otherwise, Causely may suspend Your access to the Service if You are in non-compliance with this Agreement.
- WARRANTY AND WARRANTY DISCLAIMER.(a) Causely warrants that the Service will materially conform to the specifications set forth in the applicable Documentation for the duration of Your Subscription term. If Causely is unable to correct any reported non-conformity with this warranty, Causely may terminate the applicable Subscription and as Your sole remedy, You will be entitled to receive a pro-rata refund of any prepaid but unused Subscription fees. This warranty will not apply if the error or non-conformance was caused by misuse of the Service, or third-party hardware, software, or services used in connection with the Service.
(b) You should regularly back up Your Data while using the Service. CAUSELY PROVIDES THE SERVICE ON AN “AS IS” BASIS. CAUSELY DOES NOT MAKE ANY WARRANTIES REGARDING THE PERFORMANCE OF THE SERVICE OR UPTIME OF THE SERVICE, OR THAT YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CAUSELY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAUSELY HAS NO RESPONSIBILITY FOR LOSS OF YOUR DATA OR INABILITY TO USE THE SERVICE FOR ANY REASONS, INCLUDING, WITHOUT LIMITATION, IF DUE TO THE ACTS OR OMISSIONS OF ITS THIRD PARTY HOSTING PROVIDERS.
- LIMITATION OF LIABILITY.NEITHER CAUSELY, ITS AFFILIATES OR THEIR LICENSORS ARE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF QUERIES, CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF CAUSELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CAUSELY’S AND CAUSELY’S AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY PERMITTED DIRECT DAMAGES UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF (i) THE AMOUNT OF ONE HUNDRED DOLLARS; OR (ii) THE FEES THAT YOU HAVE ACTUALLY PAID OR PAYABLE TO CAUSELY FOR THE RELEVANT SERVICES WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. SECTION 9 ON LIMITATION OF LIABILITY AND SECTION 8 ABOVE ON WARRANTY DISCLAIMER FAIRLY ALLOCATE THE RISKS IN THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 9 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR ANY LIMITED REMEDY HEREUNDER.
- INDEMNIFICATIONYou will, at Causely’s option, defend, indemnify, and hold Causely, Causely’s affiliates and licensors, and each of their respective employees, officers, directors, and representatives harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning: (a) breach of this Agreement or violation of applicable law or regulation by You; (b) Your Data or the combination of Your Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Data or by the use, development, design, production, advertising or marketing of Your Data; or (c) the use of the Services. Causely will promptly notify You of any claim subject to this Section, but Causely’s failure to promptly notify You will only affect Your obligations to the extent that Causely’s failure prejudices Your ability to defend the claim. You may: (a) use counsel of Your own choosing (subject to Causely’s written consent) to defend against any claim; and (b) settle the claim as You deem appropriate, provided that You obtain Causely’s prior written consent before entering into any settlement.
- GENERAL(a) Miscellaneous. Causely and You are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. You may not assign this Agreement, or delegate or sublicense any of Your rights under this Agreement, without Causely’s prior written consent. Causely may without restriction, assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected. A party’s failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit that party’s right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
(b) Entire Agreement. This Agreement is the entire agreement between You and Causely regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Causely, whether written or verbal, regarding the subject matter of this Agreement.
(c) Notice. All communications and notices to be made or given pursuant to this Agreement must be in English. Causely may provide any notice to You under this Agreement by posting a notice in the Service or sending a message to the email address associated with Your account. You will be deemed to have received any email sent to the email address then associated with Your account when Causely sends the email, whether or not You actually receive the email. To give Causely notice under this Agreement, You must email Causely at firstname.lastname@example.org.
(d) Dispute Resolution and Arbitration Agreement and Choice of Law and Jurisdiction
- This Dispute Resolution and Arbitration Agreement shall apply if You (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Causely in the United States.
- AGREEMENT TO ARBITRATE. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO OUR DISPUTE, YOU AND CAUSELY AGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE.
- Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, You and Causely each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact You at the email address You have provided to us; You can contact Causely’s customer service team by emailing us at the contact addresses provided on the Site. If after a good faith effort to negotiate, one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
- Exceptions to Arbitration Agreement. You and Causely each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
- Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Commercial Arbitration Rules (the ” AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
- Modification to AAA Rules – Arbitration Hearing/Location. You agree that any required arbitration hearing will be conducted in the English language by one (1) mutually agreed upon arbitrator, at Causely’s sole and complete discretion, (a) in Boston County or in any other location to which You and Causely both agree; (b) via phone or video conference; or (c) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
- JURY TRIAL WAIVER. YOU AND CAUSELY ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
- NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. YOU AND CAUSELY ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. FURTHER, UNLESS YOU AND CAUSELY BOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS PARAGRAPH IS HELD UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT WILL BE DEEMED VOID WITH RESPECT TO SUCH DISPUTE.
- Severability. Except as provided in the immediately preceding paragraph, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
- Changes. Notwithstanding the provisions of Section 3 (“Modification of These Terms”), if Causely changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date You last accepted these Terms (or accepted any subsequent changes to these Terms), You may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. By rejecting any change, You are agreeing that You will arbitrate any Dispute between You and Causely in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date You last accepted these Terms (or accepted any subsequent changes to these Terms).
- Choice of Law; Jurisdiction.If You reside in the United States, these Terms will be interpreted in accordance with the laws of the State of Massachusetts and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement above must be brought in state or federal court in Boston, Massachusetts, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Boston, Massachusetts.
(e) Survival. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity, limitations of liability and dispute resolution.
(f) Force Majeure. Causely is not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Causely’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
(g) Government Licensees. The Service is a commercial computer software program developed solely at private expense. As defined in U.S. Federal Acquisition Regulations (FAR) section 2.101 and U.S. Defense Federal Acquisition Regulations (DFAR) sections 252.227-7014(a)(1) and 252.227-7014(a)(5) (or otherwise as applicable to You), the Service licensed in this Agreement is deemed to be “commercial items” and “commercial computer software” and “commercial computer software documentation.” Consistent with FAR section 12.212 and DFAR section 227.7202, (or such other similar provisions as may be applicable to You), any use, modification, reproduction, release, performance, display, or disclosure of such service commercial item, or service commercial computer software, or service commercial documentation by the U.S. government (or any agency or contractor thereof) shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
(h) Changes to the Terms. Causely reserves the right to modify this Agreement at any time in accordance with this provision. If we make changes to this Agreement, we will post this Agreement on the Causely.io website. If You disagree with the revised Agreement, You may terminate this Agreement with immediate effect by following the procedure described in the “Term and Termination” section. If You do not terminate Your Agreement before the date the revised Agreement becomes effective, Your continued access to or use of the Services will constitute acceptance of the revised Agreement.