SEESMIC WEBSITE Terms of Service
Last Updated Date: July 7, 2010
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Welcome to Seesmic!
Seesmic, Inc. (“Seesmic”
or “we”) provides a web application
helping users access and manage their online social presence (the “Services”) through our website,
accessible at Seesmic
(the “Site”). Please read carefully the following
terms and conditions (“Terms”) and
our Privacy Policy, which may be found at www.seesmic.com/privacy. These Terms govern your access to and use of the
Site and the Services and, except as otherwise provided in these Terms, all text, graphics, images, music, software,
audio, video, information or other materials available through the Site and Services (“Content”),
and constitute
a binding legal agreement between you and Seesmic.
Certain areas of the Site (and your access
to or use of certain Services or Content) may have different terms and
conditions posted or may require you to agree with and accept additional terms
and conditions. If there is a
conflict between these Terms and terms and conditions posted for a specific
area of the Site, Services or Content, the latter terms and conditions shall take
precedence with respect to your use of or access to that area of the Site, Services
or Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” BUTTON, OR ACCESSING OR USING THE SITE OR THE SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES OR CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Modification
Seesmic reserves the right, at
its sole discretion, to modify, discontinue or terminate the Site or Services
or to modify these Terms, at any time and without prior notice. If we modify these Terms, we
will post the modification on the Site or provide you with notice of the
modification. We will also update
the “Last Updated Date” at the top of the home page of the Site. By continuing to access or use the Site or the Services after we have posted
a modification on the Site or have provided you with notice of a modification,
you are indicating that you agree to be
bound by the modified Terms. If the
modified Terms are not acceptable to you, your only recourse is to cease using
the Site and the Services.
Account Registration
In order to access certain features of the Site and Services and to post any Content on the Site or through the Services, you must register to create an account (“Account”) and become a “Member.” During the registration process, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Seesmic reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Seesmic of any unauthorized use of your Account.
Privacy
See Seesmic’s Privacy Policy at www.seesmic.com/privacy for information and notices concerning Seesmic’s collection and use of your personal information.
Ownership
The Site, Services and Content
are protected by copyright, trademark, and other laws of the United States and
foreign countries. Except as
expressly provided in these Terms, Seesmic and its licensors exclusively own
all right, title and interest in and to the Site, Services and Content, including all associated intellectual
property rights. You will not
remove, alter or obscure any copyright, trademark, service mark or other
proprietary rights notices incorporated in or accompanying the Site, Services
or Content.
Content License
Subject to your compliance with the terms and
conditions of these Terms, Seesmic authorizes you to download, view and
print any Content, solely for your personal and non-commercial purposes, and
subject to the restrictions set forth in these Terms. No licenses or rights are
granted to you by implication or otherwise under any intellectual property
rights owned or controlled by Seesmic or its licensors, except for the licenses
and rights expressly granted in these Terms.
User Content
Members may post, upload, publish, submit or transmit text, graphics, images, music, software, audio, video, information or other materials to be made available through the Site and Services (“User Content”). By making available any User Content through the Site and Services, you hereby grant to Seesmic a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the Site and the Services. Seesmic does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Seesmic the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Seesmic’s use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The User Content will not contain any “back door,” “trap door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “Easter Eggs,” “cancelbots” or other computer programming routines or viruses that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit access to or use of the Site and Services or other software or hardware by unauthorized parties, or disable, damage or erase any portion of the Site or Services.
Feedback
We welcome and
encourage you to provide feedback, comments and suggestions for improvements to
the Site and Services (“Feedback”). You may submit Feedback through the
“Support” section of the Site at feedback.seesmic.com
or by emailing us at info@seesmic.com.
You acknowledge and agree that all Feedback will be the sole and
exclusive property of Seesmic and you hereby irrevocably assign to Seesmic and
agree to irrevocably assign to Seesmic all of your right, title, and interest
in and to all Feedback, including without limitation all worldwide patent
rights, copyright rights, trade secret rights, and other proprietary or
intellectual property rights therein.
At Seesmic’s request and expense, you will execute documents and take
such further acts as Seesmic may reasonably request to assist Seesmic to
acquire, perfect, and maintain its intellectual property rights and other legal
protections for the Feedback.
General Prohibitions
You agree not
to do any of the following:
· Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
· Use, display, mirror or frame the Site, or any individual element within the Site, Seesmic’s name, any Seesmic trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Seesmic’s express written consent;
· Access, tamper with, or use non-public areas of the Site, Seesmic’s computer systems, or the technical delivery systems of Seesmic’s providers;
· Attempt to probe, scan, or test the vulnerability of any Seesmic system or network or breach any security or authentication measures;
· Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Seesmic or any of Seesmic’s providers or any other third party (including another user) to protect the Site, Services or Content;
· Attempt to access or search the Site, Services or Content or download Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Seesmic or other generally available third party web browsers;
· Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
· Use any meta tags or other hidden text or metadata utilizing a Seesmic trademark, logo URL or product name without Seesmic’s express written consent;
· Use the Site, Services or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
· Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Content to send altered, deceptive or false source-identifying information;
· Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Content;
· Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
· Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
·
Violate any applicable law or regulation; or
·
Encourage or enable any other individual to do
any of the foregoing.
Seesmic will have the right to
investigate and prosecute violations of any of the above to the fullest extent
of the law. Seesmic may involve
and cooperate with law enforcement authorities in prosecuting users who violate
these Terms. You acknowledge that
Seesmic has no obligation to monitor your access to or use of the Site,
Services or Content or to review or edit any User Content, but has the right to
do so for the purpose of operating the Site and Services, to ensure your
compliance with these Terms, or to comply with applicable law or the order or
requirement of a court, administrative agency or other governmental body. Seesmic reserves the right, at any time and without
prior notice, to remove or disable access to any Content, including, any User
Content, that Seesmic, at its sole discretion, considers to be in violation of
these Terms or otherwise harmful to the Site or Services.
Copyright
and IP Policy
Seesmic respects copyright law and expects
its users to do the same. Seesmic
has adopted and implemented a policy that provides for the termination in
appropriate circumstances of registered users or other account holders who
repeatedly infringe or are believed to be repeatedly infringing the rights of
copyright holders. Please see Seesmic’s
Copyright and IP Policy at www.seesmic.com/copyrights,
for further
information.
Links
The Site may contain links to third-party websites or resources. You acknowledge and agree that Seesmic is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Seesmic of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
Termination and Account Cancellation
If you breach any of these Terms, Seesmic will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Seesmic reserves the right to revoke your access to and use of the Site, Services and Content at any time, with or without cause. In the event Seesmic terminates these Terms for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to support@seesmic.com.
Disclaimers
THE SITE, SERVICES AND CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SEESMIC EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SEESMIC MAKES NO WARRANTY THAT THE SITE, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SEESMIC MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SEESMIC OR THROUGH THE SITE, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. YOU UNDERSTAND THAT SEESMIC DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SITE OR SERVICES, NOR DOES SEESMIC MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES. SEESMIC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
Indemnity
You agree to defend, indemnify, and hold Seesmic, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services or Content, or your violation of these Terms.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND CONTENT REMAINS WITH YOU. NEITHER Seesmic NOR ANY OTHER party involved in creating, producing, or delivering the Site, Services or Content will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS arising ouT of or in connection with thESE TERMS or from the use OF or inability to use the SITE, ServiceS OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF the SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not SEESMIC has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE.
In no event will Seesmic’S
aggregate liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY
TO USE THE SITE, SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO
SEESMIC FOR USE OF THE SITE, SERVICES OR CONTENT, IF YOU ARE REGISTERED FOR
PAID ACCOUNT, OR ONE HUNDRED DOLLARS ($100), IF YOU ARE REGISTERED FOR A FREE
ACCOUNT, AS APPLICABLE. THE
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN SEESMIC AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY
TO YOU.
All trademarks, service marks, logos, trade names and any other proprietary designations of Seesmic used herein are trademarks or registered trademarks of Seesmic. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Seesmic and you regarding the Site, Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Seesmic and you regarding the Site, Services and Content.
Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Seesmic via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
General
The failure of Seesmic to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Seesmic. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Contacting Seesmic
If you have any questions about these Terms, please contact Seesmic at info@seesmic.com.