PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND EIGHTFOLD LOGIC, INC. ("EIGHTFOLD LOGIC"). IF YOU DO NOT AGREE WITH ALL THESE TERMS AND CONDITIONS, CANCEL OUT OF YOUR REGISTRATION FOR, AND DO NOT USE, THE INBOUNDWRITER SERVICE.
Your use of Eightfold Logic’s InboundWriter service and our web site (referred to collectively as the "Service") is subject to the terms of a legal agreement between you and Eightfold Logic. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
Your agreement with Eightfold Logic will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms". Your agreement with Eightfold Logic will also include the terms of any Legal Notices, guidelines, or rules applicable to the Service, such as Eightfold Logic's Privacy Policy. All of these are referred to as the "Additional Terms". Where Additional Terms apply to the Service, these will be accessible for you to read either within, or through your use of, the Service. The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Eightfold Logic in relation to your use of the Services. Collectively, this legal agreement is referred to below as the "Agreement".
If there is any contradiction between what the Additional Terms say and what the Universal Terms say, the Additional Terms shall take precedence.
In order to use the Service, you must first agree to the Agreement. You can accept the Agreement by:
Your Ability to Enter into Agreement. The Service is intended and offered only for lawful use by individuals or organizations with the legal capacity and authority under applicable law to enter into a contract for such services. EIGHTFOLD LOGIC DOES NOT OFFER THE SERVICE TO MINORS OR WHERE PROHIBITED BY LAW.
Your Information. You agree to provide accurate and complete information when you register for the Service (the "Customer Information") and you agree to keep such information accurate and complete during the entire time that you use the Service.
Account Access. Eightfold Logic may ask you from time to time to establish a user name or password to access or use the Service. You are solely responsible for any consequences arising in whole or in part out of your failure to maintain the confidentiality of your username and/or password.
Description. InboundWriter is an online editor that helps content creators improve their product by analyzing their content and providing recommendations (currently in the form of keywords) that make the content more easily found through search engines. The features and functions of the Service are described in the InboundWriter website. The files that you process using the Service are referred to as "Content".
Customer Account. When you register for the Service, Eightfold Logic will establish your Customer Account for your access to the Service; access will be controlled by unique user id and password combination or other identifying information specified by you, established in accordance with the Service's set up and security functions.
Access to Service. Subject to the terms and conditions of this Agreement, Eightfold Logic grants you a limited, non-exclusive and non-transferable right to access and use the Service through your Customer Account. Eightfold Logic and its suppliers reserve all rights in the Service other than those expressly granted in this Agreement.
Changes to the Service. You acknowledge and agree that Eightfold Logic may, from time to time, in its sole discretion, modify, add to or discontinue any aspect or feature of the Service, or any module or component thereof, to improve the performance or functionality of the Service, to implement error corrections, to maintain the competitiveness of the Service, or for any other reason. Eightfold Logic will use reasonable efforts to give you prior notice of any material modifications to the Service which could reasonably be expected to diminish the usefulness of the Service, such as eliminating an important feature.
Customer Representations and Warranties. You represent and warrant that (i) all Customer Information and other data provided by you to Eightfold Logic will be complete, accurate, and kept current, and (ii) you have requisite rights and power to enter into and perform this Agreement.
Eightfold Logic may change this Agreement at any time, without prior notice to you, and in its sole discretion. The new or modified Agreement will be effective immediately after we publish them on our website at www.inboundwriter.com. Therefore, we encourage you to check the date of our terms and conditions whenever you visit this website to check if they have been updated. You must review this Agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to be bound by this Agreement as published by Eightfold Logic from time to time, your sole and exclusive remedy is to immediately stop all use of the Service and cancel the Service as provided below. Your continued use of the Service following the posting of modifications will constitute your acceptance of the revised terms and conditions. If you wish to cancel the Service after a change in this Agreement, you must do so in writing or by email within thirty (30) days after your next use of the Service following the change in this Agreement.
Eightfold Logic owns all intellectual property rights in the Service including, without limitation, all technology, software, products, processes, algorithms, user interfaces, know-how and other trade secrets, and other tangible or intangible technical and user documentation and materials, and the "InboundWriter" and "Eightfold Logic" names, logos, and domain names, and the product names associated with the Service. The Service is protected by copyright, trade secrets and other intellectual property laws and by international treaties. Other than the limited use rights granted in this Agreement, Eightfold Logic reserves all patent, copyright, trade secret, trade name, trademark, and other proprietary or intellectual property rights related to the Service.
Privacy Policy. Your Customer Information, as well as data generated through your use of the Service and certain other data, is subject to our Privacy Policy which explains to how this information is collected and used. This Privacy Policy can be read at http://www.eightfoldlogic.com/privacy/. You further acknowledge and agree that Eightfold Logic may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these terms and conditions, or, in its sole discretion, to protect the rights, property, or personal safety of Eightfold Logic, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy.
DATA STORAGE AND TRANSFERS. EIGHTFOLD LOGIC STORES AND PROCESSES THE INFORMATION WHICH EIGHTFOLD LOGIC COLLECTS FROM YOU ON COMPUTERS IN THE UNITED STATES AND OTHER COUNTRIES IN WHICH EIGHTFOLD LOGIC OR ITS AGENTS HAVE FACILITIES. YOUR ACCEPTANCE OF THESE TERMS OF SERVICE INCLUDES YOUR CONSENT TO TRANSFERS OF SUCH INFORMATION OUTSIDE YOUR COUNTRY AND YOUR ACKNOWLEDGEMENT THAT USE OF THE SERVICE RESULTS IN INTERSTATE AND INTERNATIONAL DATA TRANSMISSIONS.
Emails. You understand and agree to accept emails from Eightfold Logic pertaining to your Eightfold Logic account, product upgrades, updates, and new products and services. Generally, Eightfold Logic will not send you more than one or two emails per week. You may unsubscribe from receiving these emails at any time by following the 'unsubscribe' directions at the bottom of every email. Unsubscribing from these emails will prevent you from receiving promotional messages in the future. You may still receive messages regarding feature or service changes or issues.
Fees. The fees applicable to the Services are available at inboundwriter.com. Eightfold Logic reserves the right to change the fees or applicable charges and to institute new charges at any time, upon thirty (30) prior notice to you which will be sent by email to the address you provided to us.
Renewal. Unless you specifically inform Eightfold Logic by email, no later than fourteen (14) days prior to the conclusion of the term of your subscription, whether monthly or yearly, Eightfold Logic will automatically renew the service for the same term and will charge your credit card on the first day of the renewal term.
Suspension. If payment is not received by end of a given monthly period of thirty (30) days, at Eightfold Logic's discretion you will be sent a reminder and at Eightfold Logic's discretion your account will be temporarily suspended until all outstanding payments have been processed by Eightfold Logic. Eightfold Logic will send a FINAL REMINDER to you that your suspended account will be terminated and your DATA DELETED if you do not settle your outstanding balance.
Termination for Nonpayment. It is solely your responsibility to settle the outstanding balances of your account in a timely manner and maintain updated billing information. If payment is not made within ninety (90) days, your account will be terminated and all Content will be deleted.
Eightfold Logic may terminate your right to use the Service at any time, with or without cause. The following sections will survive termination of this Agreement: 5 (Proprietary Rights), 8 (Payment of Fees), 10 (Indemnity), 11 (Waiver, Release and Limitation of Liability), and 13 (General Provisions). Upon termination or expiration of this Agreement, all rights granted to Customer under this Agreement shall terminate immediately.
You may cancel your user account upon notice to Eightfold Logic at any time. To cancel your service, send an email to support@inboundwriter.com.
You agree that Eightfold Logic shall have no liability whatsoever for any use you make of the Services. You agree to indemnify, defend and hold Eightfold Logic harmless from and against any and all claims, damages, liabilities, and costs and fees (including reasonable attorneys' fees), in connection with or arising out of your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, (b) violation of any rights of any third party, (c) use or misuse of the Services, or (d) any upload, download or dissemination or your content.
Eightfold Logic reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, and only in such event, shall you have no further obligation to provide indemnification for Eightfold Logic in that matter.
YOU AGREE THAT EIGHTFOLD LOGIC, ITS OFFICERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS SHALL HAVE NO LIABILITY TO YOU OR YOUR END USERS UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SERVICE. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST EIGHTFOLD LOGIC, ITS OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS (INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SERVICE. IN NO EVENT SHALL EIGHTFOLD LOGIC, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, AND/OR AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, INDIRECT OR OTHER DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOSS OF GOOD WILL, WORK STOPPAGE, REVENUES, SALES, DATA, LOSS OF BUSINESS INFORMATION, PROPERTY DAMAGE, COMPUTER FAILURE OR MALFUNCTION, DATA COLLECTION, TRANSMISSION AND MAINTENANCE, PERSONAL INJURY OR THE LIKE) HOWEVER CAUSED, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATIONS OR ANY OTHER LEGAL OR EQUITABLE THEORY EVEN IF EIGHTFOLD LOGIC, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, AND/OR AFFILIATES HAS BEEN ADVISED OF, OR ARE AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, OR IF THE SERVICES OR THE REMEDIES PROVIDED HEREIN FAIL IN THEIR ESSENTIAL PURPOSE.
CUSTOMER, AND EIGHTFOLD LOGIC UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF SERVICE AND NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND OF OTHER APPLICABLE LAWS AND ARE AN ESSENTIAL PART OF THIS AGREEMENT WITHOUT WHICH EIGHTFOLD LOGIC WOULD NOT BE ABLE TO PROVIDE THE SERVICE.
IN NO EVENT SHALL THE AGGREGATE MAXIMUM LIABILITY OF EIGHTFOLD LOGIC, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, AND/OR AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT CUSTOMER PAID IN FEES UNDER THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSIONS OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES, ACCORDINGLY SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.You acknowledge that Eightfold Logic may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that your Content and Service-generated results/reports will be retained by the Service, the maximum disk space that will be allotted on Eightfold Logic’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. Upon termination of your account, all your Content stored on Eightfold Logic servers will be deleted. You agree that Eightfold Logic has no responsibility or liability for the deletion or failure to store any Content you have uploaded to the Service. You acknowledge that Eightfold Logic reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Eightfold Logic reserves the right to modify these general practices and limits from time to time without notice.
Choice of Law and Resolving Disputes. You agree that the law of the State of California governs this Agreement and any claim or dispute that you may have against Eightfold Logic, without regard to California’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. In the event of a dispute, the parties agree to meet and confer. If such dispute is not resolved, you agree that any disputes or claims that you may have against Eightfold Logic will be resolved by a court located in the State of California and that you are subject to the personal jurisdiction of courts located in the State of California for the purpose of resolving any such disputes. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Any cause of action or claim you may have with respect to the Services must be commenced within six (6) months after the claim or cause of action arises.
Entire Agreement. This Agreement set forth the entire understanding and agreement between you and Eightfold Logic with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected thereby. Notwithstanding any language to the contrary therein, no terms or conditions stated in your purchase order or in any other order documentation shall be incorporated into or form any part of this Agreement.
Waivers. Eightfold Logic’s failure to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit Eightfold Logic's rights with respect to such breach or any subsequent breaches.
Assignment. Customer may not assign, by operation of law or otherwise, any rights or delegate any duties under this Agreement without Eightfold Logic’s prior written consent and any attempt to do so without that consent shall be void. Eightfold Logic may assign its rights and duties under this Agreement to any party at any time without notice to you. Subject to the foregoing, this Agreement will be binding and inure to the benefit of the Parties and their permitted successors and assigns.
Relationship of the Parties. The parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
No Third Party Beneficiaries. Customer and Eightfold Logic agree that there are no third party beneficiaries to this Agreement, including but not limited to any of Customer's end users, visitors, clients, vendors, patients, contractors, or the like.
Language. The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only.
Notices. We may deliver notice to you under this Agreement by means of electronic mail, general notice on Eightfold Logic website at www.eightfoldlogic.com or by written communication delivered by first-class U.S. mail to your address on record in our account information. You may give notice to Eightfold Logic at any time via electronic mail to support@eightfoldlogic.com or by letter delivered by first-class postage-paid U.S. or overnight courier to the following address:
Eightfold Logic, Inc.
649 Mission Street, 5th Floor
San Francisco, CA 94105
USA
Electronic Communications and Signatures. You hereby agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.