Terms of Service
Important - Please read these Terms of Service carefully as it is a legal agreement between you
and Psolenoid, Inc. (“Psolenoid” or “We”). By activating or using the Psolenoid interface (“Interface”)
and using Psolenoid’s services and website (“Services”), you (1) agree to be bound by these Terms
of Service, and (2) represent that you have the authority to agree to these Terms of Service. If you
are not of legal age to form a binding contract or if you do not agree to these Terms of Service, do
not activate or use the Interface or the Services.
License. Psolenoid grants you a worldwide, royalty-free, non-transferable, non-exclusive,
non-sublicensable license to use and reproduce (solely to install and execute) the Interface, for
your personal, non-commercial use only, subject to these Terms of Service. All rights not
expressly granted to you in this Section 1 are reserved by Psolenoid.
Restrictions. You may not alter, port, merge, modify, augment, make derivative works of, or
publish the Interface or Services. You may not decompile or disassemble the Interface, or
reverse engineer the Interface or Services, except to the extent allowed by applicable law. You
may not sell, transfer, distribute, rent, lease, license or otherwise transfer or exploit rights to
the Interface or the Services.
Intellectual Property. You acknowledge and agree that Psolenoid, and its service and
technology providers solely and exclusively own all right, title and interest in and to the
Interface and the Services, including without limitation all patent, copyright, trade secret and
other intellectual property and proprietary rights therein. You may not remove, obscure, or
alter Psolenoid's branding, trademarks, copyright notices or information, or other proprietary
rights notices.
Privacy Policy. Your use of the Interface and Services is subject to the terms of the Psolenoid
Privacy Policy located at http://www.Psolenoid.com/privacy.html.
Content Generally. In order for the Interface to work and to be able to provide the Services,
Psolenoid needs to “crawl” your website/blog like a search engine. You acknowledge and agree
that if you include code that blocks search engines from crawling, then the Interface and
Services may not work.
Psolenoid does not claim any ownership in any postings, emails, messages,
recommendations, comments, text, files, images, photos, video, sounds, works of
authorship, feedback, bug reports, or other materials (“Content”) that you have on your
website, blog or that you otherwise make available, but to be able to legally provide you
with and promote the Interface and Services, Psolenoid has to have certain rights to use
such Content in connection with the Services, as set forth below. In return, Psolenoid is
able to grant you certain use rights to the Content that Psolenoid (or its other users or
licensors) owns and uses to provide the Interface and Services to you and other users, as
set forth herein.
Your Content. You grant Psolenoid the following license to the Content on your website/blog
in order for Psolenoid to provide the Interface and Services: a non-exclusive, perpetual,
irrevocable, fully-paid, world-wide and royalty-free, license (with the right to sublicense) to use,
copy, perform, display, create derivative works of, and distribute such Content.
Content from Others. In order for the Interface and Services to work, you may have access to
other parties’ Content. As Psolenoid does not have control over such Content, you agree that
Psolenoid is not responsible for any such Content and provides no representation, guarantees
or warranties about such Content, and Psolenoid assumes no responsibility for unintended,
objectionable, inaccurate, misleading, or unlawful Content made available. With regard to such
third party Content, you are granted a non-exclusive, perpetual, fully paid and royalty-free
license to use such Content solely as provided and displayed using the Interface and Services.
Disclaimer of Warranties; Limitations of Liability. The Interface and Services are provided
“as is”, without warranty of any kind, either express or implied, including, but not limited
to, the implied warranties of merchantability, fitness for a particular purpose or
non-infringement. Without limiting the foregoing, Psolenoid makes no warranty that the
Interface or Services will meet your requirements or operate in an uninterrupted or
error-free manner. Some states or jurisdictions do not allow the exclusion of implied
warranties or other certain limitation on warranties. If California law is not held to apply
to these Terms of Service or such jurisdiction limits such warranty exclusions, then (1) any
such warranty, guarantee, and/or representation applied is hereby limited to the shortest
period and scope allowed by such jurisdiction, and (2) the sole liability for Psolenoid for
any breach of such warranty, guarantee and/or representation shall be to provide you with
a new copy of the Interface.
In no event shall Psolenoid or its service and technology providers be liable to you or
any third party, resulting from any theory of liability, for any direct, indirect, special,
incidental, consequential or other damages of any kind, including without limitation
those resulting from loss of use, data or profits, regardless of whether Psolenoid has
been advised of the possibility of such. If California law is not held to apply to these
Terms of Service or such jurisdiction limits such warranty exclusions, then the above
limitations of liability shall apply to the greatest extent permissible. These
limitations shall apply notwithstanding any failure of essential purpose or any
limited remedy.
The warranty disclaimer and limitations of liability set forth above are fundamental
elements of the basis of the agreement between Psolenoid and you. Psolenoid would not
be able to provide the Interface or Services on an economic basis without such limitations.
Acceptable Use Policy
Prohibited Content. You agree that you will not use the Interface or Services to post any
Prohibited Content. "Prohibited Content" includes, without limitation, Content that: (i) is
offensive or promotes racism, bigotry, hatred or physical harm of any kind; (ii) harasses or
advocates harassment of another person; (iii) involves the transmission of "junk mail," "chain
letters," unsolicited mass mailing, or "spamming,"; (iv) is false, misleading or promotes,
endorses or furthers illegal activities; (v) promotes, copies, performs or distributes an illegal or
unauthorized copy of another person's work that is protected by copyright or trade secret law;
(vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or
violent manner, or solicits personal information from anyone under eighteen (18); (vii) contains
viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; or
(viii) otherwise violates these Terms of Service or creates liability for us. You represent and
warrant that: (a) you own the Content posted by you using the Interface or Services or otherwise
have the right to grant the license set forth in these Terms of Service, and (b) your Content does
not violate the privacy rights, publicity rights, copyright rights, or other rights of any person.
Breach. Any use of the Interface or Services in violation of these Terms of Service may result in,
among other options, termination or suspension of your rights to use the Interface or Services.
In order to cooperate with legitimate governmental requests, subpoenas or court orders, to
protect Psolenoid systems and customers, or to ensure the integrity and operation of Psolenoid
business and systems, Psolenoid may access and disclose any information and Content
Psolenoid considers necessary or appropriate, including, without limitation, Psolenoid profile
information (i.e. name, email address, etc.), IP addressing and traffic information, usage
history, and posted Content.
Enforcement by Us. Psolenoid has the right (but not the obligation) to investigate or review
any Content and delete (or modify) any Content that, in Psolenoid’s sole judgment, violates
these Terms of Service or which is Prohibited Content, or may otherwise violate the rights,
harm, or threaten the safety of any user or any other person, or create liability for Psolenoid or
any user.
Rights to Post Content. You acknowledge that the Content will be used in the functioning of
the Interface and through the Services, and agree that you have obtained all necessary rights,
including any necessary copyrights, to such Content you post.
Antivirus Software. You are responsible for installing, maintaining and using effective
anti-virus and spyware prevention technologies. Psolenoid is not responsible for third-party
websites that contain or deliver viruses, spyware, malware, or other harmful content or code.
Third-Party Websites and Partner Communities. The Services may contain links to
third-party websites that Psolenoid does not control, therefore use of such links is at your own
risk.
Copyright Policy. Psolenoid believes copyright protection is important. If you believe that your
copyright has been infringed through use of the Services, please send Psolenoid: (i) an
electronic or physical signature of the person authorized to act on behalf of the copyright
owner; (ii) a description of the copyrighted work alleged to be infringing; (iii) a description of
where such copyrighted work is located on the Services; (iv) your address, telephone number,
and email address; (v) a written statement of your good faith belief that the use is not
authorized by the copyright owner, its agent, or the law; (vi) a statement, made under penalty
of perjury, that the above information is accurate and that you are the copyright owner or
authorized to act on the copyright owner's behalf. Please send such information to the
Copyright Agent at: Psolenoid, Inc., Attn: Copyright Agent, 101 McLellan Dr. San Francisco,
CA 94080; email: copyright@psolenoid.com.
Indemnification. You agree to indemnify and hold harmless Psolenoid, and its licensors and
their respective subsidiaries, affiliates, joint ventures, service providers, suppliers, officers,
directors, shareholders, employees and agents, from any liability, cost (including reasonable
attorneys’ fees), expense, or claim or demand made by any third party, due to or arising
directly or indirectly out of your conduct or in connection with your use of the Interface and
Services, any alleged violation of these Terms of Service, or any alleged violation of any
applicable law or regulation. Psolenoid reserves the right, at its own expense, to assume the
exclusive defense and control of any matter otherwise subject to indemnification by you, but
doing so shall not excuse your indemnity obligations.
Term and Termination. The Interface and Services are effective on the date you accept these
Terms of Service or use the Interface or Services, and shall continue until terminated by either
party pursuant to this Section 11. Psolenoid may
terminate the Interface or Services at any time, in whole or in part, with or without cause. You
may terminate the Interface or Services at any time, with or without cause, by (1) removing the
Interface and (ii) requesting the termination of your Psolenoid account through our site. Upon
expiration or termination, the license granted hereunder shall terminate and you shall
immediately delete and destroy any copies of the Interface in your possession. Sections 5, 6, 8,
and 9 shall survive the expiration or termination of use of Interface and the Services or these
Updates to Terms of Service. These Terms of Service may be amended by Psolenoid from
time to time. If Psolenoid makes material changes to these Terms of Service, Psolenoid will
send you notice of the changes by sending a message to you at the contact information you
provided. You agree that such amended Terms of Service will be effective ten (10) days after
the notice is sent to you, and your continued access to the Services or use of the Interface after
that time shall constitute your acceptance of the amended Terms of Service. Psolenoid may
automatically update or modify the Interface from time to time at its discretion.
Compliance With Laws. You agree that you will use the Interface and the Services in
conformity with all applicable laws, rules and regulations of all governmental authorities.
Export Laws. You acknowledge that you are responsible for complying with domestic and
foreign law and trade regulations. You acknowledge and agree that you shall not export or
re-export the Interface or the Services to any person, end-user, entity or country prohibited
under U.S. Export Laws. Additionally, you acknowledge and agree that the Interface, the
Services or its underlying technology may not be exported, re-exported, or downloaded: (a) to
anyone listed on (i) the Denied Party or Entity List of the U.S. Department of Commerce or (ii)
the U.S. Department of Treasury list of Specially Designated Nationals; or (b) to any resident or
national of, or into the nations of, Cuba, Iran, Iraq, Libya, North Korea, Syria or any other
country embargoed by the United States.
Government End Users. If the Interface, Services and related documentation are supplied to,
or purchased by or on behalf of the U.S. Government, then such Interface and Services are
deemed to be “commercial software”, as such term is used in the Federal Acquisition Regulation
system. The rights of the United States shall not exceed the minimum rights as set forth in FAR
52.227-19 with respect to “restricted computer software”. All other terms and conditions of the
license granted herein apply.
Governing Law and Venue. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California. In the event of litigation, the parties consent
to the personal and exclusive jurisdiction of the relevant courts of the State of California located
in Santa Clara County, California.
Miscellaneous.
Severability. In the event any provision of these Terms of Service is found to be invalid,
illegal or unenforceable, the validity, legality and enforceability of any of the remaining
provisions shall not in any way be affected or impaired and a valid, legal and enforceable
provision of similar intent and economic impact shall be substituted therefor.
Attorneys Fees. The prevailing party in any action to enforce these Terms of Service shall
be entitled to recover costs and expenses, including, without limitation, reasonable
attorneys’ fees.
Entire Agreement; Priority. These Terms of Service sets forth the entire understanding
and agreement between you and Psolenoid and supersedes all prior agreements, whether
written or oral, with respect to the Interface and Services.