TERMS OF SERVICE AND SOFTWARE LICENSE AGREEMENT
scrible, Inc. ("scrible" or "we") provides digital content management and discovery services (collectively, "Services") in connection with the scrible website located at scrible.wpengine.com, its subdomains, subdirectories and affiliated websites (collectively, "Website"); the scrible Internet browser add-on software, bookmarklet(s), installation file and documentation and other software provided in connection with the Services ("Software") (collectively the Services, Website, and Software is referred to as the "Components").
1.1. Users. Accessing or using the Components may involve creation or maintenance of a registered scrible master account and a set of user accounts (each an "Account") designated by a unique username and accessed with a confidential password ("User"). User(s) will not share the Account, username or password with anyone else. User(s) also agree not to use the Account, username or password of another User at any time. User(s) may share information in their Account with other User(s) of Licensee, provided (i) each User has registered an Account; and (ii) each User is part of a Licensee Team (as defined below). The Licensee may designate certain Users are part of a Team, provided Licensee has paid for the appropriate Account level and Shared Library level.
1.2. Information. Licensee represents and warrants that all Account information User(s) submit is truthful and accurate and User(s) shall maintain the accuracy and timeliness of such information including, but not limited to, your name, employer, and any other credentials. We may disable access to, suspend or terminate an Account without prior notice to Licensee if we believe that User(s) fail to do so.
1.3. Security. Licensee and User(s) are solely responsible for maintaining the confidentiality of Licensee's Account passwords. Licensee agrees to notify scrible immediately if Licensee suspects any unauthorized access to, or use of, an Account or password.
1.4. Accountability. Licensee agrees that Licensee is solely responsible for all activities that occur through Licensee's Account regardless of whether they are authorized or not.
1.5 Shared Library. Users may create a shared library ("Shared Library") of Licensee Content (as defined below). The Shared Library may only be shared with Users on the same Team.
2.1. Permitted Use. Licensee agrees not to modify, reproduce, distribute, publish, license, duplicate, copy, trade, sell, resell, create derivative works of, disassemble, decompile or otherwise reverse engineer for any purpose the Components, or portions thereof or any underlying software or technology. Licensee agrees to use the Components only for purposes that are permitted by this Agreement and any and all applicable laws and regulations.
2.2. Acceptable Access. Licensee agrees not to access or attempt to access the Components, portions thereof or any underlying software or technology by any means other than the interfaces provided by scrible. Licensee specifically agrees not to access or attempt to access or gather data or mine or extract information through automated means, including scripts, web crawlers or other protocols. Furthermore, Licensee agrees to comply with the instructions set out in any robots.txt file present on the Website.
2.3. Unacceptable Activities
2.3.1. Identity. Licensee agrees to not impersonate any person or communicate under a false name or a name Licensee is not entitled or authorized to use.
2.3.2. Derivative Use. Licensee agrees not to frame or display the Website or any portion thereof or to engage in any derivative use of the Website.
2.3.3. Disruption. Licensee agrees that Licensee will not engage in any activity that damages, overburdens, disrupts or interferes with the Components or portions thereof or the servers, networks or users connected thereto.
2.3.4. Harmful Code. Licensee shall not subject the Components or portions thereof to any Harmful Code. "Harmful Code" is any software sometimes referred to as "virus," "worm," "Trojan horse," "time bomb," "time lock," "drop dead device," "access code," "cancelbot", "trap," or "trap door device" that:
- is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner any data, storage media, program, system, equipment or communication based on any event, including, but not limited to:
- exceeding a number of copies;
- exceeding a number of users;
- passage of a period of time;
- advancement to a particular date or other numeral; or
- use of a certain feature; or
- enables an unauthorized person to cause such result; or
- enables an unauthorized person to access another person’s information without such other person’s knowledge or permission.
2.3.5. Spam. Licensee agrees not to access or use the Components to promote a product, service, cause or opinion. Accounts that fail to comply may be considered to be disseminating spam and are subject to termination without prior notice. Furthermore, Licensee agrees not to use the Components or portions thereof to send any email that is unsolicited as determined in scrible's sole discretion.
Unless otherwise agreed in writing, Licensee shall have access to the Service based on the Account and Shared Archive level paid for in accordance with the scrible price list. The fee shall be scrible's then-current rate and the scrible price list is located at scrible.wpengine.com/editions. Use of an Account or a Shared Archive beyond five (5) days in a month will be billed as a full month. The fees shall be paid at the end of each monthly period. Licensee may modify the Account and/or Shared Library level prior to the beginning of any monthly period. Modification of the Account or Shared Library level will affect each Licensee User. Licensee understands and agrees that if Licensee does not make payments, all Users under Licensee's Account may be terminated.
4. Licensee acknowledges and agrees that we reserve the right to set, change and enforce at any time fixed limits on the number of transmissions Licensee may send or receive through the Services based on the applicable plan paid for by Licensee, the amount of storage space Licensee may use in connection with the Services, the number of times or frequency or concurrent usage sessions with which Licensee may access or use the Services and the number of downloaded or installed instances of the Software Licensee may have or use.
5. PROVISION OF SERVICES
5.1. Stop. Licensee acknowledges and agrees that we may temporarily or permanently stop providing the Components to Licensee at any time in scrible's sole discretion without notice to Licensee. Licensee acknowledges and agrees that if scrible does so, Licensee may be prevented from accessing Account details or any files or other materials associated with Licensee's Account. Licensee may stop using the Components at any time.
5.2. Changes. Licensee acknowledges and agrees that the form and nature of the Components may change from time to time without notice to Licensee.
5.3 Backup. Scrible backs-up Account(s) and Shared Archives in accordance with its standard backup policies.
6. SOFTWARE LICENSE
6.1. License. The Software is owned or licensed by scrible and licensed, not sold, to Licensee. Subject to the terms of this Agreement and payment of relevant fees, if applicable, we grant to Licensee a single user non-exclusive, non-transferable license to use the Software in executable object code format only and solely in connection with the Services. Except as expressly provided herein, scrible does not grant to Licensee any express or implied right, title or interest in the Software.
6.2. Restrictions. Licensee acknowledges and agrees that Licensee, directly or indirectly, alone or with any other party, may not and may not permit anyone else to:
- modify, change, create derivative works of, disassemble, decompile or otherwise reverse engineer the Software, or remove proprietary legends in the Software;
- license, sublicense, distribute, transfer, resell, rent, lease, or loan the Software to any other party;
- assign Licensee's rights to use the Software;
- make the Software available to others including in a service bureau arrangement or for any similar commercial time-sharing or third party training use; or
- transfer the Software to any third party for outsourcing or any other purpose.
6.3. Updates. Licensee acknowledges and agrees that we are under no obligation to provide Licensee with any updates, support, or maintenance for the Software. However, Licensee acknowledges and agrees that we, in scrible's sole discretion, reserve the right to replace, modify or upgrade Licensee's Software at any time and automatically and to charge for such replacement, modification or upgrade. Any such replacement or modified software code or upgrade shall be considered part of the Software and subject to the terms of this Agreement unless this Agreement is superseded by a further agreement accompanying such replacement, modification or upgrade. In the event of such replacement, modification or upgrade, Licensee agrees to accept the replacement, modification or upgrade and any accompanying superseding agreement. Licensee understands that Licensee's continued use of the Software is conditioned on such acceptance. In the case of the replacement or modification, Licensee agrees to terminate use of all prior versions of the Software. Licensee understands that Licensee may be unable to use the Services if Licensee does not have the latest version of the Software installed and agree that it is Licensee's sole responsibility to ensure Licensee is using the latest version of the Software.
7. INTELLECTUAL PROPERTY
7.1. Ownership. Licensee acknowledges and agrees that we own all right, title and interest in and to the Components and portions thereof and all underlying software and technology, including, without limitation, all Intellectual Property Rights, whether registered or not and whenever and wherever in the world they exist. "Intellectual Property Rights" are any and all rights existing under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights and any and all applications, renewals, extensions and restorations thereof. We reserve all rights not specifically granted to Licensee.
7.2. Prohibited Use. Nothing in this Agreement gives Licensee the right to use any of scrible's trade names, trademarks, service marks, logos, domain names or other unique brand features.
7.3. Content. Licensee acknowledges and agrees that all information such as, but not limited to, text or hypertext links; photographs, icons or other images; music, audio files or other sounds; videos; data or other files; or computer software or scripts that Licensee may have access to in connection with the Services (collectively, "Content") are the sole property and responsibility of the person from whom such Content originated.
7.4. Copyright. Licensee acknowledges and agrees that any violation of copyrights in the Content may be enforced by such Content's copyright owner to the fullest extent allowed by law. Furthermore, Licensee represents and warrants that Licensee's use of the Components in connection with any Content complies with all laws including, but not limited to, United States copyright law.
7.4.1. Third Party Content Rights. Licensee acknowledges and agrees that Content may be protected by Intellectual Property Rights of a third party. Licensee may not rent, lease, loan, sell, share, distribute, modify or create derivative works of, from or based on such Content unless Licensee has the right to do so. Furthermore, Licensee agrees not to use any trademark, service mark, trade name or logo of any company or organization in a manner that may cause confusion regarding the owner or authorized user of such marks, names or logos. Licensee agrees not to violate the copyrights of any third party through Licensee's use of the Components. Licensee shall not modify, remove or block any copyright notice, proprietary legend, trademark, service mark, patent marking or other indicia of ownership on the Content. Licensee acknowledges and agrees that Licensee's access to third party Content does not transfer to Licensee any commercial or promotional use rights in such Content or any portion thereof.
7.4.2. Third Party Content Responsibilities. Licensee acknowledges and agrees that scrible does not control Content from third parties or other users that may be available to Licensee through, or in connection with, the Components. As such, Licensee agrees that we are not responsible for the accuracy, timeliness, or quality of any such Content. Furthermore, the Components may present or contain links to other websites which are owned and operated by a third party. Licensee acknowledges that we are not responsible for the accuracy, timeliness, quality, availability or consistency over time of Content or materials located on such websites.
7.4.3. Licensee's Content. Scrible does not claim ownership in any Content that Licensee posts, submits, delivers or otherwise makes available through the Services ("Licensee's Content"). However, by making Licensee's Content available through the Services, Licensee grants scrible an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid, royalty-free, worldwide, transferable and sublicensable license to make, use, sell, transfer, sublicense, reproduce, modify, perform, display, publish, create derivative works of or from and distribute without limitation Licensee's Content for scrible's business purposes. Licensee represents and warrants that:
- Licensee owns Licensee's Content or has the right to grant this license; and
- Licensee's Content does not violate the rights of a third party.
Furthermore, Licensee grants scrible the right to use Licensee's name and username in connection with Licensee's Content.
7.4.4. Objectionable Content. Licensee acknowledges that by accessing the Components, Licensee may be exposed to Content that Licensee finds harmful, offensive, threatening, indecent or objectionable. Licensee acknowledges and agrees that we shall have no liability to Licensee for such Content including, but not limited to, explicit language and other potentially offensive material.
7.4.5. Prohibited Content. Licensee agrees not to post, submit, deliver or otherwise make available through the Services or to use the Components or portions thereof to disseminate Content that:
- is false or misleading;
- is junk mail, a chain letter, unsolicited mass mailing or spam;
- harasses or advocates harassment of or violence toward someone;
- promotes racism, bigotry or hatred;
- promotes, endorses or furthers criminal activities;
- exploits persons in a sexual manner including anyone under the age of 18;
- solicits personal information under false pretenses such as with phishing;
- infringes upon the rights of any third party; or
- creates liability for scrible.
Licensee acknowledges that we have the right, but not the obligation, to remove, edit or delete such prohibited Content and any other Content in scrible's sole discretion and without notice to Licensee.
At Licensee's discretion and from time to time, Licensee may provide feedback to scrible concerning the Components including identifying potential errors, bugs, improvements, modifications, or enhancements ("Feedback"). If Licensee submits any Feedback, Licensee grants to scrible at no charge a perpetual, irrevocable, royalty-free, worldwide, sublicensable right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.
Licensee agrees to protect Confidential Information by using a reasonable degree of care to prevent its unauthorized use, dissemination or publication. "Confidential Information" shall be the Components or portions thereof and all underlying software and technology, whether or not marked confidential. Confidential Information shall also include this Agreement and any material marked as confidential or identified as confidential at the time of disclosure. Confidential Information shall also be all information relating to the Components or portions thereof including, but not limited to, existing or planned features, functionality, capabilities, performance results, benchmarks, feedback, or deficiencies. Licensee agrees to use Confidential Information only as expressly provided under this Agreement. Licensee agrees not to disclose Confidential Information to any third party. Licensee agrees to take every reasonable precaution to prevent the theft, disclosure and unauthorized use, copying, reproduction or distribution of Confidential Information. Licensee's duty to protect Confidential Information pursuant to this Agreement shall survive termination or expiration of this Agreement.
11. GENERAL TERMS
11.1. Revisions. scrible may at any time, in scrible's sole discretion and without notice to Licensee revise this Agreement and post the revision to the Website. Licensee acknowledges and agrees that by continuing to access or use the Services or Website or download, install, access or use the Software or portions thereof after such revisions are posted, Licensee acknowledges and agrees to such revisions.
11.2. Other Terms and Conditions. Licensee acknowledges that the Website may contain areas in which additional terms and conditions apply. In the event of a conflict between such other terms and conditions and this Agreement, such other terms and conditions shall prevail in relation to such other areas.
11.3. Breach. Licensee acknowledges and agrees that Licensee is solely responsible for any breach of Licensee's obligations under this Agreement and for the consequences, including any loss or damage which we or a third party may suffer, of any such breach. Licensee acknowledges and agrees that we have no responsibility to Licensee or to any third party for any such breach or consequences. Furthermore, Licensee shall indemnify and hold scrible harmless from Licensee's breach of any rights of any third parties.
11.4. Termination. This Agreement shall remain in full force and effect while Licensee accesses or uses the Components. Upon termination of this Agreement, Licensee may no longer access or use the Components or portions thereof. Upon termination of this Agreement, the license to use the Software granted hereunder shall terminate and Licensee must immediately uninstall, delete and destroy any and all copies of the Software and portions thereof in Licensee's possession. However, the terms of this Agreement which are intended to survive termination of this Agreement will remain in effect. We may terminate this Agreement at any time with or without cause. Licensee may terminate this Agreement at any time by:
- uninstalling the Software, and
- requesting the termination of Licensee's Account.
Sections 3, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination or expiration of this Agreement.
11.5. Government. The Services, Website and Software are provided with "Restricted Rights." Use, duplication, or disclosure of such items by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of such items by the Government constitutes acknowledgment of scrible's proprietary rights in them.
11.6. Headings. The section headings in this Agreement are for convenience only and shall have no legal or contractual effect.
11.7. Entire Agreement. This Agreement shall constitute the entire agreement between Licensee and scrible regarding the subject matter hereof and supersede all proposals and prior or contemporaneous discussions, writings or agreements with respect thereto. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. If such reformation is not possible, an endeavor shall be made to give effect to the intentions reflected in such provision.
11.8. Controlling Law. This Agreement shall be governed and interpreted by the internal laws of the State of California without regard to the conflict of law provisions of any state or jurisdiction. Any action or suit related to this Agreement must be brought in San Mateo County, California.
12. DISCLAIMER OF WARRANTIES
12.1. Disclaimer. The Components are provided “AS IS,” “AS AVAILABLE” without warranties of any kind, either express or implied. To the fullest extent possible, pursuant to the applicable law, we and scrible's third party licensors disclaim all warranties, express or implied, including, but not limited to, implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, noninfringement or other violation of rights. No information, whether written or oral, obtained by Licensee from scrible shall create any warranty not expressly stated in this Agreement.
12.2. Completeness. scrible makes no representations or warranties concerning the completeness, accuracy, security, reliability, availability, timeliness, performance, adequacy or operation of the Components. scrible does not represent or warrant that defects, inadequacies or deficiencies in the Components will be corrected.
12.3. Risk. Licensee acknowledges and agrees that Licensee accesses or uses the Components at Licensee's own discretion and risk and that Licensee will be solely responsible for any damages to Licensee's computer system or data loss resulting from such access or use. Licensee acknowledges and agrees that Licensee shall not make any claim against scrible for lost data, re-run time, inaccurate input, work delays or lost profits resulting from Licensee's accessing or using the Components. Licensee acknowledges and agrees that Licensee has sole responsibility for adequate protection and backup of data used in connection with the Components. If Licensee's accessing or using the Components results in the need for servicing, repair or correction of equipment or data, Licensee assumes any costs thereof.
13. LIMITATION OF LIABILITY
13.1. Disclaimer. Under no circumstances, including, but not limited to, negligence, shall we, scrible's affiliates or scrible's third party licensors be liable under any theory of law or equity for any direct, indirect, punitive, special, incidental or consequential damages, including, but not limited to, loss of data, profit, goodwill or reputation, business interruption or the cost of procurement of substitute goods or services arising out of the use or misuse of or the inability to use the Components or portions thereof or otherwise arising out of this Agreement or the Services. Such limitation shall apply even if we have been advised of or should have been aware of the possibility of such damages and notwithstanding the failure of essential purpose of any remedy. We shall have no responsibility or liability for any Content in connection with the Services.
13.2. Limitation. Licensee agrees that regardless of any statute or law to the contrary, any claim against scrible related to this Agreement or Licensee's accessing or using the Components must be filed within one (1) year after such claim arises or be forever barred. Licensee also agrees that scrible's and scrible's affiliates' and third party licensors' entire and aggregate liability to Licensee, whether based in warranty, contract, tort (including negligence), strict liability or otherwise shall not exceed the amounts Licensee paid to scrible in the one (1) month prior to such claim and notwithstanding the failure of essential purpose of any remedy.
Licensee will defend and indemnify scrible and scrible's affiliates and third party licensors from any and all claims resulting from Licensee's Content or Licensee's use or misuse of or inability to use the Components and any claim of infringement of any copyright, patent, trademark, or any other proprietary right of a third party.
Updated: May 4, 2011