TERMS OF SERVICE
Last updated November 4th, 2018
Thank you for using Recapped.io! These Recapped™ Terms of Service (the “Terms”) govern your access to and use of Recapped, Inc.’s (“Recapped,” “us,” “we” or “our”) website (“Site”) and services that we may make available on the Site from time to time (the “Service”), so please carefully read them before using the Site or Service.
In order to use the Service and interactive features on the Site, you must first register with us through our on-line registration process on the Site. Regardless of how you decide to use the Site and Service, your conduct is governed by these Terms.
1. Your use of the Site and Service and Affirmative Representations.
When you use the Site and Service, you represent that: (a) if you are using the Site or Service on behalf of an organization, you agree to the Terms for that organization and have the authority to bind that organization to the Terms; (b) the information you submit is truthful and accurate; (c) you will update your contact information if it changes so that we can contact you; (d) your use of the Site and the Service do not violate any applicable law or regulation; (e) you are at least 18 years of age, have the power to form a contract with Recapped and are not barred under any applicable laws from doing so; (f) you will comply with the rules for on-line conduct and submitting Stuff (as defined in Section 2 below) to us or posting Stuff on the Site and Service; and (g) you will comply with all local rules regarding on-line conduct and your Stuff.
The Service may continue to change over time as we refine and add more features to them. We may stop, suspend, or modify the Service at any time without prior notice to you. We may also remove any content, materials and Stuff from our Site or Service at our discretion.
2. Rules Governing Interactive Features and Your Stuff.
- own or have sufficient rights to post your Stuff on or through our Site and Service;
- will not copy, upload, download, or share files unless you have the right to do so;
- will not post Stuff that violates our or any other person’s privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights) or contract rights;
- have fully complied with any third-party licenses relating to your Stuff, agree to pay all royalties, fees and any other monies owning any person relating to Stuff that you posted to or through the Site or Service;
- will not post or submit Stuff that: (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable; (ii) incites, encourages or threatens immediate physical harm against another, including but not limited to, Stuff that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contains material that solicits personal information from anyone under 13 or exploits anyone in a sexual or violent manner;
- will not use our Site or Service for any unauthorized purpose including collecting user names and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, our Site or Service without our express written consent;
- will not post or submit Stuff that constitutes, contains, installs or attempts to install or promotes spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party;
- will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on our Site, Service or the networks or services connected to this Site and Service, including without limitation, hacking into our Site, or using our system to send unsolicited or commercial emails, bulletins, comments or other communications; or
- will not impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity.
3. Ownership of Your Stuff.
You retain full ownership to your Stuff. We do not claim any ownership to any of it. These Terms do not grant us any rights to your stuff or intellectual property except for the limited rights that are needed to run the Service, as explained in Section 4 below.
4. Grant of License to Us.
We need a license from you so that we can use your Stuff on our Site, Service or elsewhere. By contributing Stuff to our Site or Service, you grant us a perpetual, non-exclusive (meaning you are free to license your Stuff to anyone else in addition to us), fully-paid, royalty-free (meaning that we are not required to pay you to use your Stuff), sub-licensable (so that we can use third party service providers such as hosted service providers to make our Site and Service available to you and so we may permit you and others to use interactive features on this Site) and worldwide (because the Internet and our Site and Service are global in reach) license to use, copy, modify, create derivative works of, publicly perform, publicly display, reproduce and distribute your Stuff in connection with our Site, Service solely so that we can make the Site and Service available to you and whomever you want to share your Stuff with.
5. Your Assignment of Feedback to Us.
While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. By submitting a comment or feedback to us, you hereby assign and shall to assign to us all of your right, title and interest in and to all such comments and feedback.
6. Use and Protection of Account Number and Password; Account Security.
You, and not Recapped, are responsible for maintaining and protecting all of your Stuff. Recapped will not be liable for any loss or corruption of your Stuff, or for any costs or expenses associated with backing up or restoring any of your stuff. You are responsible for safeguarding the password that you use to access the Site and Service and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Recapped of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to Recapped, it is your responsibility to use a secure encrypted connection to communicate with the Service.
7. Recapped Property Rights.
All of the content on the Site and Service, the trademarks, service marks, and logos contained on the Site and Service (collectively, the “Materials”), are owned by or licensed to us and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. We reserve all rights not expressly granted in and to this Site, Service and the Materials. You agree that you will not circumvent, disable or otherwise interfere with security related features of this Site or features that: (a) prevent or restrict use or copying of any Materials; or (b) enforce limitations on use of the Site, Service or the Materials on the Site or Service. You further agree not to access the Site and Service by any means other than through the interface that we provide, unless otherwise specifically authorized by us in a separate written agreement. These terms do not grant you any right, title, or interest in the Site, Service or the content in Materials. The software and other technology we use to provide the Service and Site are protected by the laws of both the United States and foreign countries. These Terms do not grant you any rights to use the Recapped trademarks, logos, domain names, or other brand features.
8. Fees and Payment for Purchased Service
You may use the free version of Service at no charge if you choose. However, if you wish to obtain additional features, you may also purchase a paid version of the Service on a monthly or annual fee basis (the “Purchased Service”), subject to your payment of the applicable fees for such Purchased Service (the “Fees”). If such case, Recapped will require and process your payment via our third party credit card processor and you authorize Recapped and our third party credit card processor to charge your credit card the applicable Fees for all Purchased Services, including those Fees covering the initial subscription term and any renewal subscription terms. You are responsible for providing us with complete and accurate billing and contact information and for notifying us of any changes to such information. If you choose to buy a Purchased Service, please note that (a) Fees are quoted and payable in United States dollars; (b) Fees are based on Services purchased and not actual usage; (c) Your obligation to pay all Fees is non-cancelable and Fees paid are non-refundable.
8.2 FEE INCREASES.
Recapped, in its discretion, reserves the right to increase Fees for Service at any time, provided that (a) Recapped will not increase the Fees during your then-current subscription term; and (b) Recapped will not increase Fees for any renewal subscription term unless Recapped provides you with written notice of such increase in the Fees at least thirty (30) days prior to the commencement of the next subscription term or unless the Fees in such prior period were designated when you first signed up as a user as promotional or ‘one-time’. You acknowledge that Recapped may, from time to time, add additional features or functionalities to the Service that Recapped does not make generally available without payment of additional Fees, and that Your access to and use of such additional features and functionalities may require payment by You of additional Fees (the “Add-On Fees”).
8.3 PAYMENT TERMS.
You will pay any Fees for Purchased Services by credit card, via our third party credit card payment processor. All Fees are due prior to commencement of the applicable subscription term. If your credit card is denied or charged back to Recapped or our third party payment processor, Recapped may immediately suspend your access to the Service until payment is made.
Unless otherwise stated in an Order Form or invoice, the Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (“Taxes”). You are responsible for paying all Taxes (except those based on Recapped’s income) associated with the Service purchased hereunder, and will pay, indemnify and hold Recapped harmless from any Taxes and any costs associated with the collection or withholding thereof, including penalties and interest. If Recapped has the legal obligation to pay or collect Taxes for which you are responsible under this Section 8.4, the appropriate amount shall be invoiced to and paid by you unless you provide Recapped with a valid Tax exemption certificate authorized by the appropriate taxing authority.
9. Our Management of the Site and Service/User Misconduct.
9.1 OUR SITE MANAGEMENT.
We may, but are not required to: (a) monitor or review the Site and Service (including content) for violations of these Terms and for compliance with our policies; (b) report to law enforcement authorities and/or take legal action against anyone who violates these Terms; (c) refuse, restrict access to or the availability of, or remove or disable (to the extent technologically feasible) any Stuff that may violate these Terms, the law or any of our policies or are excessive in size or burdensome without prior notice to you; or (d) manage the Site in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Site.
9.2 OUR RIGHT TO TERMINATE USERS.
Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site or Service to any person for any reason or for no reason at all, including without limitation for breach of any representation, warranty or covenant contained in these Terms, or of any applicable law or regulation.
9.3 RISK OF HARM.
Please note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, including persons who may be acting under false pretenses. Please choose carefully the information you post on this Site and that you give to other Site users. You are discouraged from publicly posting your full name, telephone numbers, street addresses or other information that identifies you or allows strangers to find you or steal your identity. Despite this prohibition, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. You assume all risks associated with dealing with other users with whom you come in contact through this Site. We expect that you will use caution and common sense when using the Site or Service.
10. Sharing Your Stuff.
The Service provides features that allow you to share your stuff with others or to make it public. There are many things that users may do with your Stuff (for example, copy it, modify it or re-share it). Please consider carefully what you choose to share or make public. Recapped has no responsibility for that activity. To learn more about our privacy practices, please see our Privacy Notice https://www.recapped.io/legal/.
We will terminate the account and access rights of any infringer in appropriate circumstances. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any Stuff on the Site or Service infringes upon your copyrights, you may submit a notification pursuant to our Digital Millennium Copyright Act Notice through firstname.lastname@example.org
12. Other Content.
The Site or Service may contain links to third-party website or resources (“Third Party Site”). Recapped does not own, operate these Third Party Sites, and we do not endorse any Third Party Site or any materials, opinions, goods or services available on them. Third party materials that are accessed through or used by means of the Third Party Site may also be protected by copyright and other intellectual property laws. We have not reviewed, and cannot review, all of the material, including goods or services, made available through Third Party Sites. We are not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources.
13. Term, Termination and Survival.
These Terms shall remain in full force and effect while you use the Site or Service. Though we would much rather you stay, you can stop using our Site and Service any time and for any reason. We reserve the right to suspend or end the Site or Service at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Service in any way that would cause us legal liability or disrupt others’ use of the Service. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we are unable to do so. Upon termination of your Site account for any reason, we will close your account, and (subject to Section 13.3 below) you will no longer be able to retrieve materials contained in the account. The following sections will survive any termination of these Terms: 1-5, 7-17 and 19.
13.2 TERM OF PURCHASED SERVICE SUBSCRIPTIONS.
This Agreement will remain in effect until Customer’s subscription to the Services expires or terminates, or until the Agreement is terminated. Except as otherwise specified, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless one party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term, unless we have given you notice of any price increase at least thirty (30) days before the end of the then-current Term, in which case the price increase will be effective upon renewal, or unless a limited-time promotion will be expiring at the end of the current subscription term.
13.3. TRANSITION OF YOUR DATA.
For a period of thirty (30) days following termination or expiration of this Agreement, you may retrieve your Stuff from the Service and Recapped will provide you with the same post-termination data retrieval assistance that Recapped generally makes available to all its customers. Any additional post-termination assistance from Recapped is subject to the mutual agreement of the parties, including your acceptance of any reasonable fees and terms Recapped specifies for such assistance. After thirty (30) days following termination or expiration of this Agreement, unless prohibited by applicable laws, Recapped may delete or erase any and all of your Stuff in its discretion. Except as provided in this Section 13.3, Recapped shall have no obligation to continue to store or permit you to retrieve any of your Stuff following termination of this Agreement.
13.4. EFFECT OF TERMINATION.
Upon any expiration or termination of this Agreement: (a) Your right to use the Service shall cease, and Recapped shall have no further obligation to make the Service available to you; (b) except as otherwise expressly stated herein, all rights and licenses granted to you under this Agreement will immediately cease; (c) except as provided in Section 13.3, Recapped will have no obligation with respect to any of your Stuff; and (d) you will pay any unpaid Fees payable for the remainder of the then-current term in effect prior to the termination date.
14. Disputes Between Users.
You are solely responsible for your conduct. You agree that we cannot be liable for any dispute that arises between you and any other user.
15. Disputes with Us, Choice of Law and Forum.
You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California. You and we further agree that any disputes shall be resolved under the substantive law of the State of California (exclusive of its choice of law provisions). The Convention for the International Sale of Goods shall not apply.
16. Recapped is Available “AS-IS”.
THE SERVICES, SITE, SOFTWARE AND ALL STUFF, MATERIALS OR ITEMS PROVIDED THROUGH THE SITE AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THE SITE AND SERVICES, WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY STUFF OR ANY OTHER MATERIALS OR ITEMS MADE AVAILABLE ON OR LINKED TO BY THE SITE OR SERVICES, OR THAT WE BELIEVE STUFF OR ANY OTHER MATERIALS OR ITEMS ARE ACCURATE, USEFUL OR NON-HARMFUL. WE DO NOT GUARANTEE AND DO NOT PROMISE THAT THE SERVICE MAY BE LAWFULLY VIEWED OR THAT STUFF MAY BE DOWNLOADED FROM THE SITE OUTSIDE OF THE UNITED STATES OF AMERICA. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, OBTAINED BY YOU FROM US OR THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES ARE AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE SITE OR SERVICES AND YOUR USE THEREOF.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF SITE’ CONTENT, THE CONTENT OF ANY SITE LINKED TO THE SITE CONTRIBUTIONS, INFORMATION, STUFF OR ANY OTHER ITEMS OR MATERIALS ON THESE SITE OR LINKED TO BY THESE SITE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, CONTRIBUTIONS, STUFF AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE OR SERVICES, (C) ANY ILLEGAL OR UNAUTHORIZED ACCESS TO OR USE OF OUR SITE, SERVICES OR SECURE SERVERS AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTRIBUTIONS, CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT, CONTRIBUTIONS, STUFF OR MATERIALS POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICE.
17. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Recapped, Inc., ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT Recapped HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE, SERVICES OR STUFF, WILL NOT EXCEED THE GREATER OF $20 OR THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO Recapped FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
You agree to indemnify and hold us, our subsidiaries, affiliates, and licensors and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Stuff you post to the Site or Service, your use of the Site or Service and/or arising from a breach of these Terms and/or any breach of your representations and warranties set forth above.
The Internet and technology are rapidly changing. Accordingly, we may modify these Terms from time to time. If you are a registered user, you will be asked to click to accept the new agreement the next time you log on to the Site in order to be able to continue to use the interactive portions of the Site and Service. We will also put any revised versions of these Terms on the Site with a notice advising of the change. It is therefore important that you regularly check the Site for any announcements about revisions and keep your contact information current to ensure you are informed of any changes.
20. Miscellaneous Legal Terms.
20.1 ENTIRE AGREEMENT.
These Terms constitute the entire and exclusive agreement between you and Recapped with respect to the Site and Service, and supersede and replace any other prior or contemporaneous agreements, terms and conditions applicable to the Service.
20.2 NO THIRD PARTY BENEFICIARIES.
These Terms create no third party beneficiary rights.
20.3 NO WAIVER.
Recapped’s failure to enforce a provision is not a waiver of its right to do so later.
If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
20.5 NO ASSIGNMENT.
You may not assign any of your rights in these Terms, and any such attempt is void, but Recapped may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Service.
20.6 INDEPENDENT CONTRACTORS.
Recapped and you are not legal partners or agents; instead, our relationship is that of independent contractors.
20.7. EXPORT COMPLIANCE.
Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the foregoing: (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and (b) you shall not permit users to access or use Service in violation of any U.S. export embargo, prohibition or restriction.
Any notice or communication required or permitted to be given hereunder must be in writing, signed or authorized by the party giving notice, and may be: (a) delivered by hand, deposited with an overnight courier; (b) sent by confirmed email or confirmed facsimile (except that neither email nor facsimile shall be deemed sufficient for notices of breach, termination, or an indemnifiable claim); or (c) mailed by registered or certified mail, return receipt requested, postage prepaid, to the following:
(i) In your case, to the address, mail address and/or facsimile contact information set forth within your Recapped account.
(ii) In the case of Recapped, to Recapped, Inc., 155 S 2nd Street, Brooklyn, NY 11211, U.S.A. Email: email@example.com
155 S 2nd Street
Brooklyn, NY 11211