Terms of Service
1. Your relationship with Texifter, LLC.
1.1 Your use of Texifter, LLC.'s products, software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by Texifter, LLC. under a separate written agreement) is subject to the terms of a legal agreement between you and Texifter, LLC.. "Texifter" means Texifter, LLC., whose principal place of business is at 74 Overlook Drive, Amherst, MA 01002, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Texifter, your agreement with Texifter will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".
1.3 Your agreement with Texifter will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Texifter in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".
1.5 If you are using Texifter’s Services as an agent employed by or on behalf of a local, state, or federal government agency (the “Agency”) within the United States “You” within these Terms of Service shall mean the Agency itself and shall not apply to, or bind (i) the individual(s) who utilize the Company site or services on Agency's behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency.
1.6 You agree that by accepting these Terms it does not create an agency, partnership, joint venture, or employer/employee relationship between Texifter and you or any Agency on your behalf.
1.7 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
a. clicking to accept, acknowledge or agree to the Terms, where this option is made available to you by Texifter in the user interface for any Service; or
b.by actually using the Services. In this case, you understand and agree that Texifter will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Texifter, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of these Universal Terms for your records.
3. Language of the Terms
3.1 Where Texifter has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Texifter.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by Texifter
4.1 Texifter is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Texifter provides may change from time to time without prior notice to you.
4.2 As part of this continuing innovation, you acknowledge and agree that Texifter may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Texifter's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Texifter when you stop using the Services.
4.3 If You are using the Service on behalf of an Agency as defined in 1.5, Texifter may unilaterally terminate service and/or terminate Agency's account only for breach of Agency’s obligations under the TOS or its material failure to comply with the instructions and guidelines posted on the Site, or if Company ceases to operate its site or services generally. Company will provide Agency with a reasonable opportunity to cure any breach or failure on Agency's part.
4.4 You acknowledge and agree that if Texifter disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.6 You acknowledge and agree that while Texifter may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services, but may have fixed upper limits on the amount of storage space used for the provision of any Service depending on your user account level, such fixed upper limits may be set by Texifter at any time, at Texifter's discretion.
4.7 You acknowledge that Texifter may make some of its Services available only at a pay-for-service level or through a negotiated license agreement with You or an Agency on your behalf. You acknowledge that while Texifter will provide You with some services and features for free, Texifter reserves the right to begin charging for those services and features at some point in the future. Texifter will provide you with at least 30 days advance notice of a change involving the charging of fees beyond the free level of service. You also understand that Texifter may currently offer other premium and enterprise services for a fee. The Parties understand that fee-based services are categorically different than free products, and may subject to federal procurement rules and processes.
4.8 If You are using the services as an Agency as described in 1.5, before an Agency decides to enter into a premium or enterprise subscription, or any other fee-based service that this Company or alternative providers may offer now or in the future, You agree to determine your Agency has a need for those additional services for a fee, to consider the subscription's value in comparison with comparable services available elsewhere, to determine that Agency funds are available for payment, to properly use the Government Purchase Card if that Card is used as the payment method, to review any then-applicable Terms for conformance to federal procurement law, and in all other respects to follow applicable federal acquisition laws, regulations, and agency guidelines when initiating that separate action.
4.9 Texifter will, in good faith, exercise due diligence using generally accepted commercial business practices for IT security, to ensure that systems are operated and maintained in a secure manner, and that management, operational and technical controls will be employed to ensure security of systems and data.
5. Use of the Services by you
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Texifter will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Texifter, unless you have been specifically allowed to do so in a separate agreement with Texifter. You specifically agree not to access (or attempt to access) any of the secured areas of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate agreement with Texifter, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.6 You agree that you are solely responsible for (and that Texifter has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Texifter may suffer) of any such breach.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to Texifter for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Texifter immediately via email at email@example.com
7. Privacy and your personal information
7.2 You agree to the use of your data in accordance with Texifter's privacy policies.
8. Content in the Services
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".
8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Texifter (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Texifter or by the owners of that Content, in a separate agreement.
8.3 Texifter reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
8.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.5 You agree that you are solely responsible for (and that Texifter has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Texifter may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that Texifter (or Texifter's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Texifter and that you shall not disclose such information without Texifter's prior written consent.
9.2 Unless you have agreed otherwise in writing with Texifter, nothing in the Terms gives you a right to use any of Texifter's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Texifter, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Texifter's brand feature use guidelines as updated from time to time.
9.4 Other than the limited license set forth in Section 11, Texifter acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Texifter, you agree that you are responsible for protecting and enforcing those rights and that Texifter has no obligation to do so on your behalf.
9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.6 Unless you have been expressly authorized to do so in writing by Texifter, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10. License from Texifter
10.1 Texifter gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Texifter as part of the Services as provided to you by Texifter (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Texifter, in the manner permitted by the Terms.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Texifter, in writing.
10.3 Unless Texifter has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
11. Content license from you
11.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. Texifter shall not reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services unless explicitly stated in a contract between Texifter and you. ; provided that Texifter may reproduce, adapt, distribute or modify any Content which you have submitted to the Service for its internal use only such as updates to the Service and data backups.
11.2 This license does not include a right for Texifter to make such Content available to other companies, organizations or individuals with whom Texifter has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services, unless explicitly stated in a contract between Texifter and you.
11.3 You understand that Texifter, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. Texifter will not under any circumstances modify your content that would substantively edit or otherwise alter the meaning of the content. You agree that this license shall permit Texifter to take these actions under the express condition that these actions subject to the restrictions set forth in Section 11.1.
11.4 You confirm and warrant to Texifter that you have all the rights, power and authority necessary to grant the above license.
12. Software updates
12.1 The Software which you use may automatically download and install updates from time to time from Texifter. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Texifter to deliver these to you) as part of your use of the Services.
13. Ending your relationship with Texifter
13.1 The Terms will continue to apply until terminated by either you or Texifter as set out below.
13.2 If you want to terminate your legal agreement with Texifter, you may do so by (a) notifying Texifter at any time and (b) closing or deleting your accounts for all of the Services which you use, where Texifter has made this option available to you. Your notice should be sent, in writing, to Texifter's address which is set out at the beginning of these Terms.
13.3 Texifter may at any time, terminate its legal agreement with you if:
a. you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
b. Texifter is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
c. the partner with whom Texifter offered the Services to you has terminated its relationship with Texifter or ceased to offer the Services to you; or
d. Texifter is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
e. the provision of the Services to you by Texifter is, in Texifter's opinion, no longer commercially viable.
13.4 Nothing in this Section shall affect Texifter's rights regarding provision of Services under Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Texifter have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
14. EXCLUSION OF WARRANTIES
14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT TEXIFTER'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
14.3 IN PARTICULAR, TEXIFTER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
a. YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
b. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
c. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
d. THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TEXIFTER OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
14.6 TEXIFTER FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
15. LIMITATION OF LIABILITY
15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TEXIFTER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
a. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
b. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
I. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
II. ANY CHANGES WHICH TEXIFTER MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
III. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
IV. YOUR FAILURE TO PROVIDE TEXIFTER WITH ACCURATE ACCOUNT INFORMATION;
V. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
15.2 THE LIMITATIONS ON TEXIFTER'S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT TEXIFTER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
16. Copyright and trade mark policies
16.1 It is Texifter's policy to enforce upon notice of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
17.1 Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
17.2 The manner, mode and extent of advertising by Texifter on the Services are subject to change without specific notice to you.
17.3 In consideration for Texifter granting you access to and use of the Services, you agree that Texifter may place such advertising on the Services. Texifter warrants that no advertising will take place on pages within the Services that You are (i) logged into the Service with an account for that Service and (ii) your account for the Service is a paid account either through personal payment on the Service itself or through a negotiated license agreement with Texifter.
17.4 You may use the Services to promote and advertise that you are using Texifter’s Services without explicit consent by Texifter for promotional and awareness campaigns to your clientele or constituents as long as (i) you do not claim to be affiliated with or use any of Texifter’s trademarks or copyrighted material for your promotion; (ii) if you are acting on behalf of an Agency as defined in 1.5, the promotion via Texifter’s Services relate to the Agency’s mission; and (iii) if you are not acting on behalf of an Agency defined in 1.5, your promotion via Texifter’s Services is related to the benefits others would gain from the use of Texifter’s Services and not any other 3rd party not affiliated with Texifter.
18. Other content
18.1 The Services may include hyperlinks to other web sites or content or resources. Texifter may have no control over any web sites or resources which are provided by companies or persons other than Texifter.
18.2 You acknowledge and agree that Texifter is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
18.3 You acknowledge and agree that Texifter is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
19. Changes to the Terms
19.1 Texifter may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Texifter will make a new copy of the Universal Terms available at http://texifter.com/home/terms and any new Additional Terms will be made available to you from within, or through, the affected Services.
19.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Texifter will treat your use as acceptance of the updated Universal Terms or Additional Terms.
20. General legal terms
20.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
20.2 The Terms constitute the whole legal agreement between you and Texifter and govern your use of the Services (but excluding any services which Texifter may provide to you under a separate written agreement), and completely replace any prior agreements between you and Texifter in relation to the Services.
20.3 You agree that Texifter may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
20.4 You agree that if Texifter does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Texifter has the benefit of under any applicable law), this will not be taken to be a formal waiver of Texifter's rights and that those rights or remedies will still be available to Texifter.
20.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
20.6 You acknowledge and agree that each member of the group of companies of which Texifter is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
20.7 The Terms, and your relationship with Texifter under the Terms, shall be governed by the laws of the State of Massachusetts without regard to its conflict of laws provisions. You and Texifter agree to submit to the exclusive jurisdiction of the courts located within the county of Hampshire County, Massachusetts to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Texifter shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
20.8 If you are acting on behalf of an Agency as defined in 1.5, then (i) the liability of the Agency for any breach of the TOS or this Agreement, or any claim arising from the TOS or this Agreement, shall be determined under the Federal Tort Claims Act, or other governing authority. Liability of Company for any breach of the TOS or this Agreement, or any claim arising from the TOS or this Agreement, shall be determined by applicable federal law; and (ii) these terms shall be governed, interpreted and enforced in accordance with the federal laws of the United States of America. To the extent permitted by federal law, the laws of the State of Massachusetts will apply in the absence of federal law.
December 6, 2010