Folloze, INC. TERMS OF SERVICE
Last updated: 9-16-2014 05:30pm PST
Welcome to Folloze.com (the “Site”). We are glad you are here and want you to understand what you can expect from us. Folloze, Inc. (“Folloze”, “we”, “us”, “our”) provides various products, tools and services through our Site and mobile and/or desktop applications (collectively, the “Services”) as part of our online platform that enables users to curate, organize and share information, documents, links, files and other digital content with other users within and outside of their organizations.
1. Access to Services. Folloze makes its Services available for unregistered visitors using limited features and functionality and through various types of registered user accounts, including free trial accounts and paid premium accounts. Folloze reserves the right to add other types of paid and unpaid accounts and access from time to time. Accounts or access may be granted upon a personal, individual basis or upon an enterprise basis when the user’s organization is the account holder for multiple users, and a user should be aware that other Folloze users may or may not be acting upon behalf of organizations with which they are associated. This Agreement applies to each type of account or access. Additional terms relating to specific types of accounts or access may appear as part of the account registration or access process, and all such terms are incorporated into this Agreement by reference. You represent and warrant that all information you provide in creating your account or accessing the Services is true, accurate and complete, that you will maintain its truthfulness, accuracy and completeness, and that if you are using our Services on behalf of an organization you are authorized to do so and in which case references to “you” in this Agreement means the organization where applicable. You may not use anyone else’s account or access code , and you may not permit anyone else to use your account or access code. You are solely responsible for all activities occurring under your account. You are also responsible to maintain your account login information confidential. You agree to notify Folloze immediately of any unauthorized use or suspected unauthorized use of your account. Folloze’s Services are directed towards adults and use of these Services by children under the age of 18 is not permitted. Folloze reserves the right to suspend your access to your account without liability if in Folloze’s sole determination you violate any of the terms of this Agreement.
2. Folloze’s Services.
2.1 Subject to the terms of this Agreement including any payment if applicable, Folloze grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services for lawful and intended purposes.
2.2 Folloze reserves the right to enhance, discontinue, modify, replace or otherwise change any feature or functionality in the Services at any time in our sole and absolute discretion with or without notice. You agree that Folloze shall not be liable to you or any third party for any such modification, suspension or discontinuance of our Services. Folloze may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data will be retained by the Services and the maximum storage space that will be allotted on Folloze’s servers on your behalf. You agree that Folloze has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Services. Folloze is not obligated to provide you with any support or maintenance in connection with the Services.
2.3 Other than Your Content as defined below, the Services and all materials related to them, including any intellectual property rights in and to the same, are the exclusive property of Folloze and/or its licensors. Except as expressly provided in this Agreement, Folloze and its licensors do not grant any express or implied rights to use the Services, including but not limited to any right to copy, modify, deconstruct or decompile the Services.
3. Your Content. You are solely responsible for and retain any ownership rights in and to the content, information, notes, comments, documents, images, pictures, photos, videos, software, sound, links and any other files or materials that you post, upload, link, store, share, e-mail, submit, publish, display, make available or otherwise transmit through Folloze’s Services (collectively, “Your Content”). Similarly, other users, and not Folloze, are responsible for their user content. You expressly agree that Folloze is simply acting as a passive conduit for you to manage and distribute Your Content through an online platform. You further agree that Your Content shall not be pornographic, defamatory or malicious and shall comply with our Acceptable Use Policy below. By using Folloze’s Services, you represent, warrant and covenant that you have the legal authority and ability to enter into this Agreement, that you have the right to use any credit card(s) or other payment means used to initiate any transaction, that you have the necessary express consents to communicate Your Content to others using Folloze’s Services, that Your Content does not contain any materials (such as malicious software code or viruses) that may harm Folloze’s or its subcontractors’ or other users’ property, that you have the legal right and authority to use Your Content with the Services and that such use is not prohibited by law, contract or fiduciary duties or by your employer if applicable, and that Your Content does not violate any laws or infringe any other party’s rights, including but not limited to intellectual property ownership, unsolicited communications rights, privacy, publicity or moral rights and confidentiality rights, and you hereby agree to indemnify and hold Folloze and its officers, directors, shareholders, investors, agents, employees, subcontractors, licensors and affiliates and their officers, directors, shareholders, investors, agents and employees harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising directly or indirectly out of or relating to Your Content or your breach or alleged breach of any provision of this Agreement.
4. Rights to Use Your Content. You hereby grant Folloze a non-exclusive, worldwide, transferable, royalty-free, sublicensable (through multiple tiers of sublicenses including but not limited to Folloze’s subcontractors) perpetual, irrevocable license under all intellectual property rights throughout the world (including but not limited to copyrights, trademarks, trade secret, moral, publicity and privacy rights) to reproduce, store, distribute (through multiple tiers), modify (solely as reasonably necessary for technological purposes such as to resize for storage or transmission purposes but not to change the content thereof), publicly perform and display (per your instructions) and otherwise use Your Content in order for Folloze and its subcontractors to provide and enhance the Services for you and other Folloze users and for Folloze to investigate and act upon any complaints regarding Your Content. When you post or otherwise share Your Content with others through the Services, Folloze enables you to grant or deny certain permissions to others (e.g., “private eyes only,” “read only”) and the law may imply certain licenses. You understand that Your Content may be accessed by registered and unregistered users of the Service unless you limit their access. Folloze is not responsible for and assumes no liability for any other party’s use of Your Content. If you remove Your Content from your account or close your account, Your Content may remain in Folloze’s archives for the purposes stated above and/or on another user’s account with whom you or another user previously shared Your Content. Upon termination of this Agreement, Folloze may, but is not required to, retain Your Content for its archival purposes and to facilitate possible reactivation of your account at a later time.
5. Feedback. If you chose to submit comments, ideas or suggestions (collectively, “Feedback”) to Folloze, by doing so you thereby irrevocably assign to Folloze any and all right, title and interest you may have in and to such Feedback. To the extent such rights are not assignable, you thereby grant Folloze an exclusive, worldwide, transferable, royalty-free, sublicensable (through multiple tiers of sublicenses including but not limited to Folloze’s subcontractors) perpetual, irrevocable license under all intellectual property rights throughout the world to use such Feedback in any manner whatsoever, and you irrevocably waive and agree never to assert any claim against Folloze regarding such Feedback.
6. Acceptable Use Policy. The following are examples of the kind of content and/or use that is illegal or prohibited by Folloze. Folloze reserves the right to investigate and take appropriate legal action against anyone who, in Folloze’s sole discretion, violates this provision or any other provision of the Agreement, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Services to:
a. upload any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
b. incite violence in any way;
c. harm minors in any way;
d. upload any content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
e. upload any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
f. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
g. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
h. upload any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
i. upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
j. disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to enjoy the Services or is otherwise objectionable;
k. intentionally or unintentionally interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, including using any device, software or routine to bypass our robot exclusion headers;
l. violate any applicable local, state, national or international law and any regulations having the force of law;
m. attempt to access or search the Services, user content or other content or scrape or download user content or other content from the Services, or otherwise use, upload content to, or create new links, reposts, or referrals in the Services through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Folloze or other generally available third party web browsers;
n. use the Services, content or any information derived from them, including but not limited to by deconstruction, decompiling or reverse engineering, to engage in competition with Folloze, to defame or disparage Folloze, or to otherwise interfere with Folloze’s business;
o. incorporate the Services into your own products and/or services, rebrand or resell our Services;
p. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;
q. "stalk" or otherwise harass another; and/or
r. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through r above.
7. Concerns About Content. Folloze does not regularly review its users’ content. However, anyone may report a concern to Folloze about any content available through the Services by contacting us at email@example.com. You agree to cooperate with Folloze in good faith with respect to any concern reported about Your Content. Folloze reviews all concerns and reserves the right in its sole and absolute discretion to temporarily or permanently remove, block or otherwise disable access to any content from the Services for any reason or no reason either in response to a concern or otherwise; however, Folloze’s determination not to remove Your Content after a reported concern should not be construed as a determination of your rights to and authority to use such content and does not diminish or otherwise affect your indemnification obligations. Folloze also abides by the “Notice and Take Down” procedures as provided for by the U.S. Copyright Act. You can read more about that in our Copyright Policy .
8. Third-Party Content; Release. Folloze is not responsible for and assumes no liability for any information, notes, comments, documents, images, pictures, photos, videos, software, sound, links and any other files or materials that you may receive or have access to from other Folloze users. Because we do not control user content, you acknowledge and agree that we are not responsible for any user content, that we make no guarantees regarding the accuracy, quality, suitability, or legality of any user content, and that we assume no responsibility for any user content. Your interactions with other Folloze users are solely between you and such user and you release and forever discharge us from any such claims relating to other users. You agree that Folloze will not be responsible for any loss or damage incurred as the result of any such interactions. We are not obligated to become involved in any dispute between you and any Services user.
9. Third-Party Services. Folloze and/or its users may provide links to third-party websites, products, services, social networking services, and advertisements for third-parties (collectively, “Third-Party Services”). Folloze also utilizes or accesses certain Third-Party Services as part of the infrastructure of Folloze’s Services, and we have posted a non-exhaustive list of such third-party infrastructure as a courtesy to our users. Third-Party Services are not under the control of Folloze. Folloze makes no representation and assumes no liability for Third-Party Services. Your use of Third-Party Services is at your own risk and discretion and is governed by the terms and policies of the relevant third-party, including its privacy practices. Links to Third-Party Services do not indicate an association, affiliation or endorsement between the entities.
10. Security. Folloze works hard to maintain the security of its Services and implements security measures consistent with industry practice. However, no measure of security is foolproof, so please keep this in mind when deciding the information and Your Content that you choose to provide through our Sites and Services. You are required to notify us of any security breach or unauthorized use of your account, but we also appreciate your help in notifying us at firstname.lastname@example.org of any misuse of our Services or vulnerabilities in our Services should you encounter them.
11. Payment. Folloze offers both paid and free accounts. The price, duration and any payment terms for a particular account shall be according to Folloze’s price list then in effect when you create or renew your account. You hereby represent, warrant and agree that you have the right to use any credit card(s) or other payment means used to initiate any transaction. Folloze reserves the right to change its price list without prior notice. You are responsible for paying any applicable taxes, duties or tariffs relating to your account, except taxes on Folloze’s income.
12. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER FOLLOZE NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS LICENSORS OR SUBCONTRACTORS MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES PROVIDED HEREUNDER OR THAT THE SERVICES WILL NOT BE INTERRUPTED OR WILL BE “ERROR-FREE” OR FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL OR SAFE. ALL IMPLIED WARRANTIES AS TO SATISFACTORY QUALITY, PERFORMANCE, MECHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NONINFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ARE EXPRESSLY DISCLAIMED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR THE CONDUCT OF PARTIES, INCLUDING OPERATORS OF THIRD PARTY WEBSITES AND THIRD-PARTY SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability. IN NO EVENT WILL FOLLOZE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS LICENSORS OR SUBCONTRACTORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, REVENUE, SAVINGS, BUSINESS, DATA OR GOODWILL, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE ON ANY THEORY OF LIABILITY, WHETHER OR NOT FOLLOZE OR A LICENSOR OR SUBCONTRACTOR OF FOLLOZE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, FOLLOZE AND ITS LICENSORS AND SUBCONTRACTORS’ TOTAL LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY ARISING FROM OR IN RELATION TO THIS AGREEMENT OR FOLLOZE’S OR ITS SUBCONTRACTORS’ PERFORMANCE OF THE SERVICES SHALL BE LIMITED TO THE TOTAL PAYMENTS BY YOU TO FOLLOZE FOR THE RELEVANT SERVICES IN THE SUBSCRIPTION PERIOD IN WHICH YOU FIRST ASSERT A CLAIM, OR IN THE EVENT YOUR ACCOUNT IS A FREE ACCOUNT, THEN TOTAL LIAIBLITY AND YOUR EXCLUSIVE REMEDY WILL BE ONE HUNDRED DOLLARS (US$100.00). IN NO EVENT WILL FOLLOZE OR ITS LICENSORS OR SUBCONTRACTORS BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM DEATH OR PERSONAL INJURY TO PERSONS OR TANGIBLE PROPERTY IN ANY JURISDICTION WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH EXCLUSIONS MAY NOT APPLY TO YOU.
14. Basis of Bargain. The parties acknowledge that Folloze has set its prices and offered its Services in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
16. Changes to Agreement. Folloze reserves the right to amend this Agreement, including, without limitation, these Terms of Service from time to time. Folloze will date and post the most current version of this Agreement on the Site. If we make any changes that we deem substantial we may notify you by sending you an email to the email address associated with your account or via the Service. Any such changes will become effective within fifteen (15) calendar days from the earlier of our notification to you or posting the amended Agreement on our Site. The changes will become effective immediately for new users of our Services. Changes will not apply retroactively. Your access or use of any of the Services after our publication will constitute your acceptance of such revisions.
Assignment. This Agreement applies only to you and may not be assigned or transferred by you, and any attempted assignment or transfer by you shall be null and void. This Agreement shall be fully assignable, in part or in whole, by Folloze and shall binding upon, and inure to the benefit of, the successors and assigns of Folloze.
Governing Law. This Agreement will be governed by and construed according to the laws of California, U.S.A. without regard to that body of law controlling conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Arbitration; No Class or Representative Actions; Time Limitation of Claims. In the event of any dispute or claim arising out of or in connection with or relating to this Agreement, you agree to first contact Folloze and attempt to resolve the dispute with us informally. If Folloze has not been able to resolve the dispute with you informally, we each agree to resolve any such claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) by binding arbitration. You agree that the arbitration shall take place with the American Arbitration Association in Santa Clara County, California, U.S.A. or other mutually agreeable arbitration service or location, and you agree to submit any claim on your individual behalf and waive any and all right to participate in a class action. Nothing in this Agreement shall prevent either party from seeking injunctive relief or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Services, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts located in Santa Clara County, California for such purpose or to enforce any arbitration award to the fullest extent permitted by law.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO ACCESS OR USE OF THE SERVICES OR THESE TERMS OF SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
Notice for California Users: Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at email@example.com or at:
P.O. Box 50965
Palo Alto, CA, 94303, USA
International Use. Folloze provides and operates the Services from its facilities in the United States. If you access the Services from outside of the United States, you do so at your own risk and are solely responsible for compliance with applicable laws including intellectual property laws, unsolicited communications laws, competition laws, advertising laws, obscenity, privacy and publicity laws, and laws governing export and import.
Export Control. Any software available in connection with the Services and the transmission of applicable data, if any, may be subject to United States export controls. No software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software is at your sole risk.
Force Majeure. Folloze shall not be liable for any alleged loss or damages resulting from failure to perform or interruption of Folloze’s Services due to acts of God, natural disasters, strike, shortages of labor, governmental priorities, energy crises, war, riots or for reasons beyond Folloze’s reasonable control.
Waiver and Severability. No waiver will be implied from conduct or failure to enforce rights. If any part or sub-part of this Agreement is found invalid or unenforceable, that part or sub-part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.
Construction. This Agreement is written in English and the governing language shall be English. The use of the singular includes the plural and vice versa, as the context may require. The headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of the provisions of this Agreement.
Agreement. In case of conflict between these Terms of Service and any other statement or Policy on Folloze’s website, these Terms of Service shall control, except if such statement or Policy explicitly supersedes these Terms of Service or part thereof. This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all other representations.