UPDATED: November 11th, 2015
Graphite Software Corporation is pleased to provide to you its sites, software, applications, content, products and services (“Graphite Software Services”), which may be branded Graphite Software, Secure Spaces or another brand owned or licensed by Graphite Software. These terms govern your use and our provision of the Graphite Software Services. Supplemental terms and conditions may apply to some Graphite Software Services, such as rules for a particular service or other activity, or terms that may accompany certain content or software accessible through the Graphite Software Services. Supplemental terms and conditions will be disclosed to you in connection with such service or activity. Any supplemental terms and conditions are in addition to these terms and, in the event of a conflict, prevail over these terms.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE GRAPHITE SOFTWARE SERVICES.
ANY DISPUTE BETWEEN YOU AND US MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION IN THESE TERMS AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.
1. Contract between You and Us
This is a contract between you and Graphite Software Corporation, at 555 Legget Drive, Tower B, Suite 740, Ottawa, Ontario, Canada, Postal code: K2K 2X3. You must read and agree to these terms before using the Graphite Software Services. If you do not agree, you may not use the Graphite Software Services. These terms describe the limited basis on which the Graphite Software Services are available and supersede prior agreements or arrangements.
We may amend these terms. Any such amendment will be effective thirty (30) days following either our dispatch of a notice to you or our posting of the amendment on the Graphite Software Services. If you do not agree to any change to these terms, you must discontinue using the Graphite Software Services.
We may immediately terminate this contract with respect to you (including your access to the Graphite Software Services) if you fail to comply with any provision of these terms.
2. The Graphite Software Services
The Graphite Software Services are for your personal, non-commercial use and are intended for informational and personal use only.
The Graphite Software Services are our copyrighted property or the copyrighted property of our licensors or licensees and all trademarks, service marks, trade names, trade dress and other intellectual property rights in the Graphite Software Services are owned by us or our licensors or licensees. Except as we specifically agree in writing, no element of the Graphite Software Services may be used or exploited in any way other than as part of the Graphite Software Services offered to you. We do not transfer title to any portion of the Graphite Software Services to you.
Content and Software License
If a Graphite Software Service is configured to enable the use of software, content, or other materials owned or licensed by us, we grant you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use such software, content, virtual item or other material for your personal, noncommercial use only.
You may not circumvent or disable any content protection system or digital rights management technology used with any Graphite Software Service; decompile, reverse engineer, disassemble or otherwise reduce any Graphite Software Service to a human-readable form; remove identification, copyright or other proprietary notices; or access or use any Graphite Software Service in an unlawful or unauthorized manner or in a manner that suggests an association with our products, services or brands. You may not access or use any Graphite Software Service in violation of United States export control and economic sanctions requirements. By acquiring services, content or software through the Graphite Software Services, you represent and warrant that your access to and use of the services, content or software will comply with those requirements.
Disclaimers and Limitation on Liability
THE GRAPHITE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS.
WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED U.S. DOLLARS (US $100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS ITS ESSENTIAL PURPOSE.
THESE DISCLAIMERS AND LIMITATIONS DO NOT AFFECT YOUR RIGHTS AS A CONSUMER OR PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW IN YOUR JURISDICTION OF RESIDENCE.
Changes to the Graphite Software Services
The Graphite Software Services are constantly evolving and will change over time. If we make a material change to the Graphite Software Services, we will provide you with reasonable notice and you will be entitled to terminate this contract.
Additional Restrictions on Use of the Graphite Software Services
We do not allow uses of the Graphite Software Services that are commercial or business-related, or that advertise or offer to sell products or services (whether or not for profit), or that solicit others (including solicitations for contributions or donations). You agree not to knowingly or recklessly introduce a virus or other harmful component, or otherwise tamper with, impair or damage any Graphite Software Service or connected network, or interfere with any person or entity’s use or enjoyment of any Graphite Software Service. Additionally, you agree not to access, monitor or copy any element of the Graphite Software Services using a robot, spider, scraper or other automated means or manual process without our express written permission.
Third-Party Devices, Services and Content
If you access a Graphite Software Service using an Android powered device, Google, Inc. and the device manufacturer, respectively, shall be a third-party beneficiary to this contract. However, these third-party beneficiaries are not a party to this contract and are not responsible for the provision or support of the Graphite Software Services. You agree that your access to the Graphite Software Services using these devices also shall be subject to the usage terms set forth in the applicable third-party beneficiary’s terms of service.
When you access the Graphite Software Services through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Downloading, installing or using certain Graphite Software Services may be prohibited or restricted by your network provider and not all Graphite Software Services may work with your network provider or device.
3. Your Content and Account
User Generated Content
The Graphite Software Services may allow you to communicate, submit, upload or otherwise make available text, images, audio, video, competition entries or other content (“User Generated Content”), which may be accessible and viewable by the public or other users of Graphite Software Services. Access to these features may be subject to age restrictions. You may not submit or upload User Generated Content that is defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law.
We do not claim ownership to your User Generated Content. You grant us a non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works based upon, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in all media formats and channels now known or hereafter devised (including in connection with the Graphite Software Services and on third-party sites and platforms), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity.
You represent and warrant that your User Generated Content conforms to these terms and that you own or have the necessary rights and permissions, without the need for payment to any other person or entity, to use and exploit, and to authorize us to use and exploit, your User Generated Content in all manners contemplated by these terms. You agree to indemnify and hold us and our subsidiary and affiliated companies, and each of their respective employees and officers, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third party arising out of or in connection with our use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights.
To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of our copyrighted works, we grant you a non-exclusive license to create a derivative work using our copyrighted works as required for the purpose of creating the materials, provided that such license shall be conditioned upon your assignment to us of all rights in the work you create. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void.
We have the right but not the obligation to monitor, screen, post, remove, modify, store and review User Generated Content or communications sent through a Graphite Software Service, at any time and for any reason, including to ensure that the User Generated Content or communication conforms to these terms, without prior notice to you. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by users.
Some Graphite Software Services permit or require you to create an account to participate or to secure additional benefits, such as a Secure Spaces Forum Account. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us and, if applicable, your payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide, including contact information for a parent or guardian.
We have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of the accounts of users who are repeat infringers of copyright. In addition, we may suspend or terminate your account and your ability to use the Graphite Software Services if you engage in, encourage or advocate for illegal conduct, or if you fail to comply with these terms or any supplemental terms.
Passwords and Security
You are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving the Graphite Software Services.
The security, integrity and confidentiality of your information are extremely important to us. We have implemented technical, administrative and physical security measures that are designed to protect your information from unauthorized access, disclosure, use and modification.
4. Paid Transactions
Identity of Seller
Sales are made by Graphite Software or the seller identified at the time of sale, if different. If you have questions about your order, please contact the seller at the address provided and they will assist you. Some storefronts on the Graphite Software Services may be operated by third parties and, in that case, different or additional sale terms may apply, which you should read when they are presented to you.
Payments and Billing
When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third party credit card updating services to obtain current expiration dates on credit cards. If you use a payment method other than a credit card, you may incur an additional payment processing fee and may not be able to automatically renew subscriptions.
Right of Cancellation
When you subscribe to a Graphite Software Service, you have the right to withdraw from your contract within fourteen (14) days after your receipt and acceptance of these terms and you will receive a full refund of the subscription fee paid. For semi-annual and annual subscriptions, if notice of cancellation is received within the first thirty (30) days following the first day of initial billing, you will receive a refund of the subscription fees paid, but will still be obligated to pay other charges incurred. Notices of withdrawal or cancellation must be in writing and delivered to the address provided in connection with the relevant Graphite Software Service.
All license purchase fees are non-refundable. When purchasing a license to access digital content or virtual items, you agree that you are not entitled to a cancellation or cooling-off period and that the license purchase becomes final when you receive delivery of or otherwise access such content.
Right of Return
You have the right, within thirty (30) days from the date of your receipt of the relevant goods, to cancel our contract with you and return the goods. This right does not apply to digital content, virtual items or products stated by us on the Graphite Software Services to be non-returnable, including devices or physical media that have been used and/or unsealed; provided, however, Graphite Software may charge a re-stocking fee as a condition to accepting a returned device.
Please note that the rights of cancellation and return do not apply for personalized goods. Cancellations and changes to personalized goods cannot be made once you have submitted your order and personalized items cannot be returned unless there is a manufacturing error or product defect. We reserve the right to refuse personalized orders at our discretion. Inappropriate use of our personalization service will cause your order to be cancelled and any payment refunded.
We may revise the pricing for products and services we offer. If you pay a periodic subscription fee for a Graphite Software Service, we will provide you with reasonable notice of changes to the fees or billing methods in advance of their effective date and you will be able to cancel your subscription prior to such change. When you place your order, we estimate the tax and include that estimate in the total for your convenience. The actual tax amount that will be applied to your order and charged to your payment method is based on calculations on the date of shipment, regardless of when the order was placed.
5. Additional Provisions
Submissions and Unsolicited Ideas Policies
In connection with any ideas, suggestions or materials you submit to us – whether or not solicited by us – you agree that ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type. Contributions made pursuant to Graphite Software’s Contributor License Grant are governed by the terms of such agreement.
If any provision of these terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
The provisions of these terms which by their nature should survive the termination of these terms shall survive such termination.
No waiver of any provision of these terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.
NOTHING IN THESE TERMS IS INTENDED TO AFFECT YOUR RIGHTS UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE. IF THERE IS A CONFLICT BETWEEN THOSE RIGHTS AND THESE TERMS, YOUR RIGHTS UNDER APPLICABLE LOCAL LAW WILL PREVAIL.