IntenseDebate Terms of Service - Updated
PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT" OR "TERMS OF SERVICE") CAREFULLY BEFORE USING ANY OF THE SERVICES OFFERED BY INTENSEDEBATE CORPORATION ("INTENSEDEBATE"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.INTENSEDEBATE.COM (THE "SITE") THE SERVICE OWNED AND OPERATED BY INTENSEDEBATE, AND ANY OTHER FEATURES, API'S, CONTENT, OR APPLICATIONS OFFERED FROM TIME TO TIME BY INTENSEDEBATE IN CONNECTION THEREWITH (COLLECTIVELY WITH THE SITE, THE "SERVICE"). BY USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU (AND THE ENTITY THAT YOU REPRESENT) UNCONDITIONALLY AGREE TO BE BOUND BY AND A PARTY TO THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS, SERVICES, OR APIS ON THE SITE.
1. Acceptance of Terms
IntenseDebate does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register. If you are under 13, please do not attempt to register for IntenseDebate or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 13 may provide any personal information to IntenseDebate or on or through the Services. In the event that we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at firstname.lastname@example.org.
IntenseDebate may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
2. Modifications of Terms of Service
IntenseDebate reserves the right, at its sole discretion, to modify or replace any of the Terms of Service, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. IntenseDebate may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Service periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes.
3. Rules and Conduct
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Service. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial (except as expressly and unambiguously authorized in the API Terms below) use. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Service, the term "Content" includes, without limitation, User Submissions, videos, audio clips, blogs, blog comments, profiles, information, data, text, photographs, software, graphics, and interactive features generated, provided, or otherwise made accessible by IntenseDebate or its partners on or through the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, harmful to minors in any way, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
- involves commercial activities and/or sales or offers of sale without IntenseDebate's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of IntenseDebate or any third party;
- impersonates any person or entity, including any employee or representative of IntenseDebate;
- promotes or provides instructional information about illegal activities or any act of cruelty to animals; or
- exceeds the scope of the Service that you have signed up for; for example, accessing and using the tools that you do not have a right to use.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by IntenseDebate in its sole discretion) an unreasonable or disproportionately large load on IntenseDebate's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures IntenseDebate may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site, other than with respect to the API uses to the extent expressly and unambiguously authorized by these Terms of Service.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
IntenseDebate does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. IntenseDebate has no obligation to monitor the Site, Service, Content, API uses, or User Submissions. However, IntenseDebate reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or User Submission or if IntenseDebate is concerned that you may have violated the Terms of Service), or for no reason at all and (ii) to remove or block any User Submissions or API use from the Service.
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with IntenseDebate and select a password and screen name ("User ID") and profile. You shall provide IntenseDebate with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your IntenseDebate account. You shall not (i) select or use as a User ID a name of another person with the intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID a name that is otherwise offensive, vulgar or obscene. IntenseDebate reserves the right to refuse registration of, or cancel a User ID in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your IntenseDebate password. You shall never use another user's account without such other user's express permission. You will immediately notify IntenseDebate in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
5. Fees and Payment
IntenseDebate reserves the right to require payment of fees for certain features of the Service. Should you elect to subscribe to such features, you shall pay all applicable fees, as described on the Site in connection with such features. IntenseDebate reserves the right to change its price list and to institute new charges at any time, which may be sent by email or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.
6. Third Party Site
The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under IntenseDebate's control, and you acknowledge that IntenseDebate is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by IntenseDebate or any association with its operators. You further acknowledge and agree that IntenseDebate shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, User Submission, goods or services available on or through any such website or resource.
7. Content and License
You agree that the Service contains Content specifically provided by IntenseDebate or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
IntenseDebate grants each user of the Site, and/or Service a limited, worldwide, non-exclusive, non-sublicensable and non-transferable right to use, modify and reproduce the Content, solely for personal, non-commercial (except as expressly and unambiguously authorized in the API Terms below) use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial (except as expressly and unambiguously authorized in the API Terms below) use is expressly prohibited without prior written permission from IntenseDebate, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right (except as expressly and unambiguously authorized in the API Terms below).
8. User Submissions
The Service provides you with the ability to add, create, upload, submit, distribute or post ("Submitting") content, blogs, blog comments, profiles, data, text, photographs, graphics, or other information to the Services (collectively, the "User Submissions"). By Submitting User Submissions on or through the Service, you:
- acknowledge that you are publishing that User Submission, and that you may be identified publicly by any information you Submit (and by your IP address and email address by the applicable blog administrator) in association with any such User Submission;
- hereby do and shall grant IntenseDebate a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Service and IntenseDebate's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites) and to allow others to do so. You also hereby do and shall grant each user of the Site, and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions. For clarity, the foregoing license grant to IntenseDebate does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
- represent and warrant, and can demonstrate to IntenseDebate's full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Service and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual's identifying or personal information as contemplated by these Terms of Service; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to IntenseDebate and all users of the Service;
- you agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
- that the use or other exploitation of such User Submissions by IntenseDebate and use or other exploitation by users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
- understand that IntenseDebate shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that IntenseDebate will not be liable for any errors or omissions in any content; and that IntenseDebate cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
IntenseDebate does not endorse and has no control over any User Submission. IntenseDebate cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
9. API Terms
IntenseDebate provides access to portions of the Site and/or Service via an application programming interface ("API"). The API allows developers and contractors to implement certain parts of the Services on third party websites. Subject to the terms and conditions of these Terms of Service (and your, and any company that you represent's, compliance therewith), you may enable the use of the API solely on your website for your own use, as expressly authorized by Automattic on a limited, non-exclusive, non-transferable, non-sublicensable basis. You may not use the API for any other purpose without IntenseDebate's prior written consent. Users interested in the VIP API service should contact IntenseDebate at: email@example.com.
- you shall not copy, store, modify, distribute, display, perform, use or otherwise exercise or exploit any User Submission or other user information for any purpose other than as necessary to perform the API service for the applicable user;
- to be bound by and comply with all the terms, conditions and limitations set forth in these Terms of Service;
- IntenseDebate may use you as a reference and use your trademarks and logos in marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicizing your use of the API.
In addition to the foregoing requirements, API users may choose one of two options, (i) Basic API and (ii) VIP API. Basic API users further agree to the following:
- you will provide a prominent promotional attribution link (which will be provided by IntenseDebate upon request) to the Site on every blog comment thread as directed by IntenseDebate;
- you will use the IntenseDebate user profiles system as directed by IntenseDebate unless otherwise mutually agreed in writing (e.g., by requiring your new users to create an IntenseDebate profile); and
- you will not exceed an acceptable number of queries or calls to the Site, as determined in IntenseDebate's sole discretion. If you exceed such number of calls, you may be asked to become a VIP API user (and bound by the VIP API terms) or your use may be terminated, at IntenseDebate's sole election and discretion.
No rights or licenses are granted except as expressly and unambiguously set forth herein.
IntenseDebate may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership or use. If you wish to terminate your account, you may do so by following the instructions on the Site (however, if you are a VIP API user, please contact IntenseDebate at firstname.lastname@example.org. Any fees paid hereunder are non-refundable. All provisions of the Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
11. Warranty Disclaimer
IntenseDebate has no special relationship with or fiduciary duty to you. You acknowledge that IntenseDebate has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release IntenseDebate from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. IntenseDebate makes no representations concerning any Content contained in or accessed through the Services, and IntenseDebate will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND INTENSEDEBATE HEREBY DISCLAIMS ALL (AND HAS NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. INTENSEDEBATE, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): INTENSEDEBATE MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. IntenseDebate will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content or User Submission stored on IntenseDebate's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless IntenseDebate, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content, or otherwise from your User Submissions, violation of the Terms of Service, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. IntenseDebate reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with IntenseDebate in asserting any available defenses.
13. Limitation of Liability
IN NO EVENT SHALL INTENSEDEBATE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE AND/OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF ONE-HUNDRED U.S. DOLLARS ($100.00) OR THE AMOUNT OF FEES PAID BY YOU WITH RESPECT TO THE SERVICE GIVING RISE TO THE CLAIM TO INTENSEDEBATE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE, WHICHEVER IS GREATER; OR (IV) FOR ANY MATTER BEYOND INTENSEDEBATE'S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
14. International/Non-California Use
IntenseDebate makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
15. Dispute Resolution
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and IntenseDebate agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Service shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.
16. Integration and Severability
The Terms of Service are the entire agreement between you and IntenseDebate with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and IntenseDebate with respect to the Site and/or Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
IntenseDebate shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond IntenseDebate's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with IntenseDebate's prior written consent. IntenseDebate may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Service, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
You may contact IntenseDebate at the following email address: email@example.com Effective Date: December 29, 2008