This End User License Agreement (“Agreement”) is a binding agreement between you, either as an individual or a single entity, (“Licensee” or “you”) and Contentools INC (“Contentools”). This Agreement governs your use of the Contentools Platform, (including all related documentation, the “Platform”). The Platform is licensed, not sold, to you.
By using the Platform, you (A) acknowledge that you have read and understood this agreement; (B) represent that you are of legal age to enter into a binding agreement; and (C) accept this agreement and agree that you are legally bound by this terms.
1. License Grant
Subject to the terms of this Agreement, Contentools grants you a non-exclusive, non-transferable, limited license to access and use the Platform through the Contentools website located at go.contentools.com, strictly in accordance with this Agreement.
2. Your Contentools Account
To access the Platform, you may be asked to provide registration details. It is a condition of use of the Platform that all the information you provide be correct, current and complete. If we believe the details are not correct, current, or complete, we have the right to refuse you access to the Platform and to terminate or suspend your account.
Contentools may change, suspend or discontinue the Platform, in whole or in part, at any time, including the availability of any feature, database, or content. Contentools may also impose limits on certain features and services or restrict Licensee’s access to parts or all of the Platform without notice or liability.
You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Platform, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Platform.
You shall be responsible for maintaining the confidentiality of your Contentools password and other account information, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform using your information.
You are responsible for safeguarding the password that you use to access the Platform and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Contentools cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
4. License Restrictions
You shall not:
- (a) copy the Platform, except as expressly permitted by this license;
- (b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable of the Platform;
- (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
- (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
- (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Platform or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time;
- (f) use the Platform in any manner that could damage, disable, overburden or impair Contentools’ online services;
- (g) use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA. You agree to abide by United States copyright law and all other applicable laws of the United States and other nations and by any applicable international treaties in connection with the Platform, and use thereof;
- (h) violate any of the restrictions set forth in the Terms of Service. If you violate these restrictions, we reserve the right to terminate your right to use the Platform at any time and to pursue any legal remedy against you available to us. In addition, we may terminate this license at any time, with or without notice.
You acknowledge and agree that the Platform is provided under license, and not sold, to you.
You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Contentools reserves and shall retain its entire right, title and interest in and to the Platform, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
6. Collection and Use of Your Information
You acknowledge that when you use the Platform, Contentools may use automatic means (including, for example, cookies and web beacons) to collect information about your use of the Platform. You also may be required to provide certain information about yourself as a condition to using the Platform or certain of its features or functionality.
Contentools may from time to time in its sole discretion update the Platform. Updates may modify or delete in their entirety certain features and functionality. You agree that Contentools has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. These updates occur automatically.
8. Fees and Payment
You agree to pay Contentools the monthly or annual subscription fees indicated for that service.
Payments will be charged on the day you sign up for a premium service and will cover the use of that service for a monthly or annual period as indicated. Premium service fees are refundable under specific conditions.
9. Term and Termination
This EULA is effective for the term of your subscription, whether annual or monthly, and at the end of each term automatically renews for an dditional subscription term, unless terminated as described below. You may terminate this EULA at any time by contacting a Contentools representative at [email protected] Contentools may terminate this EULA, in its sole discretion, at any time and without any notice, with or without cause, or if you breach any of the terms and conditions, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of this EULA. Notwithstanding the foregoing, if you have a paid account, such account can only be terminated by Contentools if you materially breach this Agreement.
Upon termination of this EULA for any reason all rights granted to you under this Agreement will immediately terminate. All provisions of this EULA relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Contentools’ proprietary rights shall survive any such termination. You agree that Contentools, or either of its affiliates, owners, officers, or employees, shall not be liable to you or any third-party for any termination of your access to the Platform.
The refund policy for annual payment follows the rule: if the termination notice is formally registered until half of the contract (6 months) you will be refunded in 50% of the amount paid, after the half (6 months) of the contract, you will not be refunded.
10. Logo Permissions
You grant Contentools the right to use your company name and logo in promotional material. If you need an exception to this, you must email us at [email protected] before you sign up.
Contentools shall use commercially reasonable efforts consistent with prevailing industry standards to provide the Platform in a professional and workmanlike manner that is free of defects. Your sole remedy, and Contentools’ exclusive liability, for defects in the service shall be for Contentools to use commercially reasonable efforts to promptly correct such defects.
You represent and warrant that (i) your use of the Platform will be in strict accordance with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Platform will not infringe or misappropriate the intellectual property rights of any third party.
12. Disclaimer of Warranties
Except to the extent provided in section 11 (Warranties), the Platform is provided “as is”. Contentools and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for particular purpose and non-infringement. Neither Contentools nor its suppliers and licensors make any warranty that the Platform will be error free or that access thereto will be continuous or uninterrupted. You understand that you obtain content or services through the Platform at your own discretion and risk.
13. Limitation of Liability
In no event will Contentools, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data. In no event will Contentools, or its suppliers or licensors, be liable for any amounts that exceed the fees paid by you to Contentools under this agreement during the twelve (12) month period prior to the cause of action. Contentools shall have no liability for any failure or delay due to matters beyond their reasonable control — including services (or lack of services) provided by content professionals contacted or invited through the Platform. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to indemnify and hold harmless Contentools, its contractors, its licensors and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your misuse of the platform, including but not limited to out of your violation this agreement.
15. Government End Users
The Platform is a “commercial item”, as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995).
Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the Software with only those rights as set forth in this EULA.
This Purchase Contract shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of laws in the State of California, or of the United States Court for the Northern District of California. Each party waives any jurisdictional, venue or inconvenient forum objections to these courts. You agree that you shall pursue any claim against us in your individual capacity only, and you will not participate in any collective or so-called “class” action against Contentools. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
You may not assign any rights or obligations under the Agreement without Contentools’s prior written consent. Contentools may assign all or part of the Agreement. If you violate any of the Agreement, your authorization to use the Platform and all licenses granted herein terminate automatically. If any of the provisions of the Agreement are held unenforceable or overbroad by a court or other tribunal of competent jurisdiction, then those provisions shall be limited or eliminated to the minimum extent necessary to allow the remainder to retain its full force and effect. You agree to bring any and all claims within 12 months of the date on which such claim first arises; all claims not brought by you within such time period are waived. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
The Agreement constitutes the sole and entire agreement between you and Contentools with respect to the Agreement and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.
You agree to this agreement electronically. You authorize us to provide you any information and notices regarding the software (“notices”) in electronic form. We may provide notices to you (1) via e-mail if you have provided us with a valid email address or (2) on this page or a similar page of the site; or (3) via the Platform. The delivery of any notice is effective when sent or posted, regardless of whether you read the notice or actually receive the delivery. It is your responsibility to check this agreement periodically for changes. Your continued use of or access to the Platform following the posting of any changes to this Agreement constitutes acceptance of those changes. You can withdraw your consent to receive notices electronically by discontinuing your use of the Platform.
Contentools INC 814 Mission St
San Francisco CA, 94103 [email protected]