PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY RESSEMBLE, INC. (“COMPANY,” “WE,” “US,” “OUR”). BY REGISTERING FOR OUR SERVICES, VISITING THE WEBSITE (AS DEFINED BELOW) OR USING ANY SUCH SERVICES IN ANY MANNER, YOU OR THE ENTITY OR COMPANY YOU REPRESENT (“YOU”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ACCESSING THE WEBSITE OR ANY OF SUCH SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY OR COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IN ADDITION, THE SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS WHO ARE AT LEAST 18 YEARS OLD, AND THEREFORE, IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR ANY SERVICES.
1. ACCESS TO THE SERVICES. The “ressemble.com” website and domain name and any other linked pages, features, content, and/or application services (including without limitation any mobile application services) offered from time to time by Company in connection therewith (collectively, the “Website”) are owned and operated by Company. Subject to the terms and conditions of this Agreement, Company may offer to provide certain services, as described more fully on the Website, to you (such services together with the Website, the “Services”), solely for your own use, and not for the use or benefit of any third party. Company may provide the Services to you directly or indirectly using contractors or other third-party vendors or service providers.
2. MODIFICATION TO SERVICES AND AGREEMENT. Company may change, suspend or discontinue any of the Services, in whole or in part, at any time. In addition, Company reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website or by sending you a notice via email. You shall be responsible for reviewing and becoming familiar with any such modifications. Modifications will not apply retroactively and will become effective no sooner than thirty (30) days after they are posted on the Website or communicated to you via email. Notwithstanding the foregoing, modifications related to new Services functionalities and modifications made for legal reasons will be effective immediately. Your continued use of the Services following such notification constitutes your affirmative acceptance of the terms and conditions of this Agreement as modified and your agreement to abide and be bound by the Agreement, as amended.
3. WEBSITE AND SERVICES CONTENT. The Website, the other Services, and their content are owned by Company or Company’s licensors and are intended to be used by you solely for your personal, non-commercial use and in accordance with the terms of this Agreement.
All data, materials, and information displayed or performed on the Website and/or other Services (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content,” and which includes User Submissions (as defined below) of third parties) are protected by copyright and other proprietary rights and are the confidential information of Company.
You shall abide by all copyright notices, trademark rules, and restrictions contained in any Content accessed through the Services, and, unless otherwise expressly permitted in this Agreement, shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
Under no circumstances will Company be liable in any way for any Content or User Submissions, including, but not limited to, any errors or omissions in any Content or User Submissions or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.
You understand that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Company cannot guarantee the authenticity of any data, which users may provide about themselves.
You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Company reserves the right to remove any Content, in whole or in part, from the Services at any time, for any or no reason.
If you link to the Website, Company may revoke your right to so link at any time, at Company’s sole discretion. Company reserves the right to require prior written consent before linking to the Website.
In the course of using the Services, you may provide data, materials and/or information to Company which Company will need to use in connection with providing Services, for example, user information, customer data, notes and calendar events (“User Submissions”). You acknowledge and agree that by providing User Submissions to Company, including, without limitation, by transmitting into your Company account data, materials and/or information from or through a third party site or service that you have linked to your Company account, Company hereby is and shall be granted a non exclusive, worldwide, royalty free, perpetual, irrevocable, sub-licensable and transferable right to use, reproduce, reformat, modify, create and use derivative works based on, excerpt, translate, publish, broadcast, transmit, perform, upload, or display such User Submissions (including all related intellectual property rights) in connection with providing Services, provided that Company will not make available User Submissions to other users of the Services outside of your organization or to other third parties unless directed by you through the Services or as otherwise permitted by this Agreement or as required to comply with any applicable laws or regulations.
To the extent Company de-identifies your User Submissions, and aggregates such de-identified information with other users’ information, Company shall be entitled to use such aggregated information in its sole discretion.
The Ressemble trademark, and all other trademarks, service marks, graphics and logos used in connection with the Website and/or Services are trademarks or registered trademarks of the Company or Company’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website and/or Services may be the trademarks of third parties.
4. OBLIGATIONS AND RESTRICTIONS. You represent and warrant to Company that: (i) all registration information, including, without limitation, any credit card information, you submit is accurate, complete and truthful; and (ii) you will maintain the accuracy of such information. You also certify that you take full responsibility for the selection and use of and access to the Services.
You shall obtain and operate all Systems (as defined below) needed to connect to, access or otherwise use the Services, and you shall provide all corresponding backup, recovery and maintenance services. You shall ensure that all Systems are compatible with the Services, and you shall maintain the integrity and security of your Systems (physical, electronic and otherwise). For the purposes of this Section, “Systems” means modems, servers, software, network and communications equipment and ancillary services that are owned, controlled or procured by you.
You represent, warrant and agree that you will not directly or indirectly, or permit any third party to, contribute any Content or User Submission or use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Company; (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vii) intends to obtain the password, account, or private information from any other user of the Services unless otherwise permitted through the Services; (viii) violates the security of any computer network, cracks passwords, or security encryption codes, or transfers or stores illegal material (including material that may be considered threatening or obscene); (ix) runs Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure; (x) uses manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website; (xi) decompiles, disassembles, reverse engineers, or otherwise attempts to obtain the source code of the Services; (xii) uses any of the Company’s confidential information to create any software, documentation or service that is similar to any of the Services or any documentation provided in connection therewith; (xiii) modifies, translates, or otherwise creates derivative works of any part of the Services; or (xiv) copies, licenses, sublicenses, sells, resells, encumbers, rents, leases, time-shares, distributes, transfers or otherwise uses or exploits or makes available any of the Services in any service bureau arrangement or otherwise for the benefit of any third party without the prior written consent of the Company. In addition, you agree to use best efforts to ensure that any information you provide to Company, including as part of a User Submission, is accurate. Company may impose limits on certain features and Services or restrict your access to parts or all of its Services at any time.
5. WARRANTY DISCLAIMER. Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Services. Company makes no representations or warranties concerning any Content contained in or accessed through the Services, including content available on third party websites that may be accessed through the Services, and Company will not be responsible or liable for the accuracy, timeliness, reliability, completeness, copyright compliance, legality or decency of material contained in or accessed through the Services. Company does not guarantee the identity of any other users with whom you may interact in the course of using the Services or the authenticity of any data which users may provide about themselves. YOU ACKNOWLEDGE AND AGREE THAT YOU ACCEPT ALL RISKS FOR ACCESSING AND USING THE SERVICE. WITHOUT LIMITING ANY OF THE FOREGOING DISCLAIMERS PROVIDED IN THIS SECTION 5, THE WEBSITE, OTHER SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
7. REGISTRATION AND SECURITY. As a condition to using some aspects of the Services, you may be required to register with Company and connect your Google or Outlook profile to the Services (“Company User ID”). Company reserves the right to refuse registration of or cancel a Company User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password, and you shall be solely responsible for all use of the Services through your user name and password. You agree to immediately notify Company of any unauthorized use of any of the Services of which you become aware.
8. INDEMNITY. You will indemnify and hold Company, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, losses, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your unauthorized access to or use of the Services, reliance on any Content provided through the Services, use or disclosure of any of your User Submissions in accordance with this Agreement, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR ANY OTHER SERVICES OR CONTENT OR THE SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF (A) $100 OR (B) THE AMOUNTS PAID TO COMPANY HEREUNDER WITH RESPECT TO THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
10. FEES AND PAYMENT. Company reserves the right to require payment of fees for certain or all Services. In its sole discretion, Company may permit two methods of payment: (i) payment by credit card on a month-to-month or annual basis or (ii) payment by check on an annual basis. If you choose to pay by check, you will receive an invoice for the applicable annual fee. All invoices must be paid within 30 days after the date of the invoice. By submitting credit card information to the Company, you give Company permission to charge all fees incurred through your account to the designated credit card. All payments, whether by check or credit card, are nonrefundable. Upgrades will be prorated for the remainder of the term as calculated at the time of the upgrade. Company reserves the right to terminate this Agreement in accordance with Section 14 hereto if you do not pay the fees owed hereunder by the applicable due date. All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon Company’s net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
A. Storage and Use of Credit Card Information.
11. SUPPORT. Company will use commercially reasonable efforts to provide you with support and maintenance for the Services in accordance with its standard practices (as may be amended from time to time). You agree that Company will have the right to charge, in accordance with its then current policies, for any support services resulting from problems, errors or inquiries relating to systems or any other network, equipment, service or software not owned, controlled or procured by Company. Company shall have no obligation to provide updates (for example, patches or revisions to the Services), except that Company will provide you with any update that it makes generally available without charge to its similar customers. Company will not be responsible or liable for any failure in the Services resulting from or attributable to (i) your Systems, (ii) network, telecommunications or other service or equipment failures outside of Company’s facilities, (iii) your or any third party’s products, services, negligence, acts or omissions, (iv) any force majeure or cause beyond Company’s reasonable control, (v) scheduled maintenance or (vi) unauthorized access, breach of firewalls or other hacking by third parties.
12. INTERACTION WITH THIRD PARTIES. The Website and/or other Services may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by Company. When you access Third Party Websites, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Websites relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, Company will not and cannot monitor, verify, censor or edit the content of any Third Party Websites. By using the Services, you expressly relieve and hold harmless Company from any and all liability arising from your use of any Third Party Website.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this Website, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users or third parties, you hereby release Company, its officers, directors, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. The foregoing releases are made by you notwithstanding the provisions of California Civil Code Section 1542 (or any other statute, whether in California, Delaware, New York or elsewhere, or common law principle with a similar effect as to the subject matter of this Agreement) which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You expressly waive any and all rights you may have under the provisions of California Civil Code Section 1542 or any similar statute in any other jurisdiction.
13. PUBLICITY. Except in order to identify you as a customer on its website and marketing materials for the Services, Company is not permitted to use your name and logo without your prior written consent.
14. TERMINATION. This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time through your Services account. Company may also terminate or suspend any and all Services and access to the Website immediately, without prior notice, at any time and for any reason, including, without limitation, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services and access the Website and any Content will immediately cease. All provisions of this Agreement, which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, intellectual property related restrictions, indemnification obligations and limitations of liability. In addition, all remedies for breach of this Agreement shall survive any termination of this Agreement.
15. MISCELLANEOUS. The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. This Agreement is not assignable, transferable or sub-licensable by you except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications and waivers of any provisions hereof must be in writing, signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
16. ARBITRATION; GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in the Commonwealth of Massachusetts, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Commonwealth of Massachusetts.
17. COPYRIGHT DISPUTE POLICY. If you believe that any user content or other material found in the Service infringes a copyright, please see our Copyright Policy for instructions on sending us a notice.
18. CONTACT. If you have any questions, complaints, or claims with respect to the Services, you may contact us at firstname.lastname@example.org.
Effective: August 31, 2021.