Last Updated: 15-March-2019
Put It Forward may modify, suspend, or discontinue, temporarily or permanently, the Service and may remove or delete any User Integrations(defined below) at any time, in its sole discretion.
Description of the Service
The Service enable users to integrate systems and move data between them. ("User Integrations"). Put It Forward offers several accounts types, which fall into the following categories: standard, professional, enterprise and super-enterprise. Free accounts are offered at no charge in limited scenarios. The other account types are subscription services requiring periodic payments (monthly or annually, depending on the account type). A more detailed description of the Service, and the features associated with different account types is provided by Put it Forward upon request.
You acknowledge and agree that Put It Forward may establish revised practices and policies concerning use of the Service, including without limitation, the maximum size of the file that a user may store and send through the Service, the maximum number of days that a file will be stored by the Service, the maximum number of times a user may access the Service in a given period of time, and the maximum number of recipients to which a user may send data or files (User File). Notwithstanding the foregoing, the features and limitations in effect when you began your then-current subscription term will remain in effect for the remainder of such subscription term.
The only software needed to access the Service is a standard Web browser. However, Put It Forward may make certain software applications available to users that offer additional ways to access the Service. Such software will be made available by Put It Forward under the terms of an end user license agreement, which you should read prior to installing that software.
In order to use the Service, you must register for a Put It Forward created account. Once an account is created you will be a "Registered User." In creating an account, you agree to provide accurate, current, and complete information.
You are responsible for safeguarding the password that you use to access the Service. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Put It Forward of any unauthorized use of your password. You are responsible for keeping your account information current and accurate; Put It Forward will have no liability for failure to deliver notices that result from inaccurate account information or otherwise.
When you register for an account, and at any time thereafter, you can select what term of subscription you prefer and the frequency with which you will pay for it. Put It Forward paid accounts are subscription services with recurring charges on yearly basis. Put It Forward reserves the right to change/modify/update its pricing and terms of service offering. You agree to pay all account charges, and to pay any applicable taxes and other fees that accrue in relation to your use of the Service. For accounts setup on an invoice basis, you agree to pay Put It Forward all amounts stated in such invoices within thirty (30) days of receipt.
The term for all Put It Forward delivery contracts is 3 years as specified at time of execution. Each annual service renewal agreement confirms the delivery for 3 years starting from that date. Any other term is indicated at time of renewal.
Responsibility for Data
You have sole responsibility for all User Integrations that you store on Put It Forward servers through use of the Service. You acknowledge and agree that Put It Forward will not be responsible for any failure of the Service to store a User Integration, for the deletion of a User Integration stored on the Service, or for the corruption of or loss of any data, information or content contained in a User File.
User Integrations and Put It Forward's Copyright Policy
You will not use the service to transmit, route, provide connections to or store any material that infringes any copyrights or otherwise violates or promotes the violation of the intellectual property rights of any third party. Put It Forward has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be infringing the rights of copyright holders.
Put It Forward reserves the right, in its sole discretion, at any time, to remove User Integrations that it believes to be in violation of this Agreement.
All right, title, and interest in and to the Service is and will remain the exclusive property of Put It Forward and its licensors. The Service is protected by copyright, trademark, and other laws of the United States, Canada, the EU and foreign countries. Except as expressly permitted in this Agreement, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Service.
Ownership of User Files or User Data
Put It Forward does not claim any ownership rights in any User Integrations that you make available through the Service. However, by making User Integrations available through the Service, you grant Put It Forward the non-exclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting Put It Forward in providing the Service, to use, copy, distribute and process User Integrations on the Sites and through the Service on your behalf and on behalf of your customers solely for the purposes of ensuring secure transfer and delivery of such User Files.
Put It Forward, the Put It Forward logo, and all other Put It Forward trademarks, service marks, product names, and trade names of Put It Forward appearing on the Service are owned by Put It Forward. Put It Forward reserves the option and requirement to any enquiring service or angency about who it users and customers are. All other trademarks, service marks, product names, and logos appearing on the Service are the property of their respective owners. You may not use or display any trademark, service mark, product name, trade name, or logo appearing on the Service without the owners prior written consent.
Third Party Functionality
Certain features and functionality of the Service are implemented through use of software or technology that is licensed to Put It Forward by third parties, and incorporated in the Service.
Put It Forward and its suppliers are the sole and exclusive owners of all rights, title and interest, including all trademarks, copyrights, patents, trade names, trade secrets, and other intellectual property rights in and to the Put It Forward Software. Except for your indirect access to the Put It Forward Software through your use of the Service, you are not granted any rights to the Third Party Software. You agree not to attempt to directly access the Third Party Software, or modify, reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Put It Forward or Third Party Software. If you are a U.S. Government agency, then (a) you acknowledge and agree that the Put It Forward Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101, and more specifically "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212, and (b) consistent with 48 C.F.R 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, you acknowledge that the Put It Forward or Third Party Software and any related documentation is being made available to you (i) only as a commercial end item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. The Service is provided "AS-IS," without warranty of any kind, either express or implied. Without limiting the foregoing, Put It Forward and its suppliers explicitly disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement. In no event will Put It Forward or the Third Party Services or its suppliers be liable to you or to any third party for any damages, whether direct, indirect, incidental, special, consequential or punitive, arising out of or in connection with the use of or inability to use of the Service.
As a condition to your use of the Service, you agree not to:
Upload or transmit any User File, or User Integration: (i) that you do not have the lawful right to copy, transmit, distribute, and display (including any User Integrations that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Files); (ii) for which you do not have the consent or permission of each identifiable person or piece of data in the User Integrations to use the data, information, name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Files); (iii) that infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory; (vi) that is obscene, pornographic, or offensive; (vii) that promotes bigotry, racism, hatred, or harm against any individual or group; or (viii) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
Access, tamper with, or use any non-public areas of the Service or Put It Forward's computer systems or the technical delivery systems of Put It Forward's providers;
Attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;
Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
Send unsolicited email, junk mail, spam, chain letters, or promotions or advertisements for products or services;
Impersonate or misrepresent your affiliation with any person or entity.
Put It Forward will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. Put It Forward may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that, although Put It Forward has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. Put It Forward reserves the right at all times to disclose, in its sole discretion, any User Integrations as necessary to (a) satisfy any law, regulation, or governmental request or (b) reduce or prevent what Put It Forward considers to be, in its sole discretion, a serious or imminent threat to your health or safety, or the health or safety of another.
The Service may contain links to third-party websites. You acknowledge and agree that Put It Forward is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by Put It Forward of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.
Third Party Services
The Service may contain links to third-party services. You acknowledge and agree that Put It Forward is not responsible or liable for: (i) the availability or accuracy of such services; or (ii) the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by Put It Forward of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.
Put It Forward performs system maintenance on a regular basis to ensure high quality of service. Put It Forward uses commercially reasonable efforts to ensure that the Service is available for use during this time. Put It Forward will use reasonable efforts to perform all maintenance during its pre-scheduled maintenance windows. Currently, the maintenance window is between 10 p.m. Friday and 2 a.m. Saturday, U.S. Pacific Standard Time (06:00-10:00 GMT).
You may cancel a paid account at any time in your account settings or contact support directly via email.
Put It Forward reserves the right to discontinue the Service or to change the Service at any time and without notice, except that Put It Forward will provide notice of such discontinuation to corporate account holders. In the event of such discontinuation by Put It Forward, Put It Forward does not refund fees for periods of non-use.
If you breach this Agreement, Put It Forward will have the right to terminate this Agreement immediately, without notice, and to deactivate your account. In the event of your breach of this Agreement, Put It Forward will not be required to refund any fees paid by you.
Disclaimer of Warranties
The Service is provided "AS-IS," without warranty of any kind, either express or implied. Without limiting the foregoing, Put It Forward explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement.
Put It Forward makes no warranty that the Service will meet your requirements or will be available on an uninterrupted, secure, or error-free basis. Your use of the Service is at your own risk. You acknowledge and agree that Put It Forward will not be responsible for any damages to your computer system or the computer system of any third party that result from use of the Service.
You will defend, indemnify, and hold harmless Put It Forward, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, or your violation of this Agreement, including without limitation third party claims that User Integrations submitted to the Service by you infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or moral rights of a third party.
Limitation of Liability
In no event will Put It Forward be liable to you or to any third party for any incidental, special, consequential or punitive damages arising out of or in connection with this Agreement or from the use of or inability to use the Service or any User Integrations sent through, stored by or downloaded from the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Put It Forward has been informed of the possibility of such damage, even if any limited remedy set forth herein is found to have failed of its essential purpose.
In no event will Put It Forward's aggregate liability to you or to any third party for any and all claims arising out of or in connection with the use of the Service exceed the lesser of (a) one hundred U.S. dollars ($100) and (b) the fees paid to Put It Forward by you in the twelve (12) months leading up to the event giving rise to such a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Put It Forward and you.
Controlling Law and Jurisdiction
THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE
This Agreement is the entire and exclusive agreement between Put It Forward and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between Put It Forward and you regarding the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Put It Forward services, affiliate services or third-party content software or services.
You will not assign any rights granted to you or delegate any of your duties hereunder; any attempt to do so is void and of no effect. Put It Forward may freely assign these Terms of Service and the rights granted hereunder without restriction. Nothing in this Agreement shall constitute a partnership or joint venture between you and Put It Forward. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and affect. Put It Forward may provide you with notices, including those regarding changes to the Service by email or by postings on the Service. The failure of Put It Forward to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. The headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.
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