Terms of Service
YOUR RELATIONSHIP WITH EIGHTFOLD LOGIC
REQUIREMENTS FOR REGISTRATION OR USE OF SERVICE
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 user name and/or password.
THE INBOUNDWRITER SERVICE
Description. Inbound Writer provides a software service that helps users generate content creation ideas and forecast the online traffic performance of content. The features and functions of the Service are described in the Inbound Writer website. The topic ideas 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 name 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 for your own internal business purposes. Eightfold Logic and its suppliers reserve all rights in the Service other than those expressly granted in this Agreement. In connection with your use of the Service, you shall (i) keep your password secure; (ii) maintain your own backups and copies of all data and Content that you use in connection with the Service; (iii) comply with all applicable laws, rules and regulations; (iv) be solely responsible for any activity that occurs under your assigned user name; and (vi) not infringe or violate the rights of any third party.
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.
Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service for the benefit of a third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service or any underlying technology; (c) you shall not access the Service in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Service shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Service content must be retained on all copies thereof.
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.
MODIFICATIONS TO THIS AGREEMENT
Eightfold Logic’s Proprietary Rights. Eightfold Logic owns all rights, title and interests in and to the Service including, without limitation, all related 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.
Your Proprietary Rights. Eightfold Logic claims no intellectual property rights over any Content that you process through the Service, and as between you and Eightfold Logic, you retain all rights in such materials. You grant to Eightfold Logic the right to copy, reproduce, alter, modify, or create derivative works of such materials in connection with the provision of the Service.
PRIVACY AND DATA PROTECTION
Emails. You 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.
PAYMENT OF SUBSCRIPTION FEES; AUTOMATIC RENEWAL, SUSPENSION OF SERVICE
Fees. Use of the Service for limited testing or demonstration purposes is without charge. Fees for commercial or other use of the Service will be set forth in the applicable Purchase Order. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.
Suspension. If payment is not received by the 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 CONTENT AND DATA WILL BE DELETED if you do not settle your outstanding balance.
Eightfold Logic may terminate this Agreement and your right to use the Service at any time, with or without cause on thirty (30) days prior written. The following sections will survive termination of this Agreement: 5 (Proprietary Rights), 7 (Payment of Fees), 9 (Indemnity), 10 (Waiver, Release and Limitation of Liability), and 12 (General Provisions). Upon termination or expiration of this Agreement, all rights granted to you 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 firstname.lastname@example.org.
You agree that Eightfold Logic shall have no liability whatsoever for any use you make of the Service. 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 Service, 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.
WAIVER, RELEASE AND LIMITATION OF LIABILITY
THE SERVICE IS PROVIDED “AS IS”. EIGHTFOLD LOGIC, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE AND YOU RECEIVE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR WITH RESPECT TO BAILMENT OF DATA ON EIGHTFOLD LOGIC’S SERVERS. EIGHTFOLD LOGIC, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, THE SECURITY OF THE SERVICE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK ARISING OUT OF USE, SECURITY OR PERFORMANCE OF THE SERVICE REMAINS WITH YOU ALONE.
YOU AGREE THAT EIGHTFOLD LOGIC, ITS OFFICERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS SHALL HAVE NO LIABILITY TO YOU OR YOUR CUSTOMERS 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.
YOU 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.
EXCEPT FOR DAMAGES ARISING FROM EIGHTFOLD LOGIC’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHICH SHALL NOT BE LIMITED, 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 YOU PAID IN FEES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE DATE THAT YOUR CLAIM ARISES.
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.
GENERAL PRACTICES REGARDING USE AND STORAGE OF CONTENT AND RESULTS
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 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 Commonwealth of Massachusetts governs this Agreement and any claim or dispute that you may have against Eightfold Logic, without regard to its 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 shall be determined by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, in Boston, Massachusetts, before a single arbitrator. The arbitrator shall have the authority to permit discovery, to the extent deemed appropriate by the arbitrator, upon request of a party. The costs of the arbitration shall be borne equally. The arbitrator shall have the authority to grant any temporary, preliminary or injunctive relief in a form substantially similar to that which would otherwise be granted by a court of law. the arbitrator shall have no authority to award punitive damages. The resulting arbitration award may be enforced, or injunctive relief may be sought, in any court of competent jurisdiction. The parties expressly agree that the Superior Court for the County of Suffolk, Massachusetts, or the United States District Court for the District of Massachusetts are courts of competent jurisdiction for this purpose. 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 Service must be commenced within six (6) months after the claim or cause of action arises.
Feedback. If you provide Eightfold Logic any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to Eightfold Logic all rights in the Feedback and agree that Eightfold Logic shall have the right to use such Feedback and related information in any manner it deems appropriate. Eightfold Logic will treat any Feedback you provide to Eightfold Logic as non-confidential and non-proprietary. You agree that you will not submit to Eightfold Logic any information or ideas that you consider to be confidential or proprietary.
Entire Agreement. The Agreement sets 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 any other order documentation that you provide or any other materials relating to the Service 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. You 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. You and Eightfold Logic agree that there are no third party beneficiaries to this Agreement, including but not limited to any of your 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 our website at www.inboundwriter.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 email@example.com or by letter delivered by first-class postage-paid U.S. or overnight courier to the following address:
Eightfold Logic, Inc., 1900 South Norfolk St, Suite 219, San Mateo CA 94403.
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 Service. 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.