TERMS OF SERVICE
Last Updated: 12 July, 2016
These PullString Platform Terms of Service (the “Terms”) govern your use of and access to the PullString Platform provided to you (“you” or “Developer”) by PullString, Inc. (“PullString”), which includes the PullString Author App (the “App”), the PullString website (the “Site”), the hosting of the chatbots you create using the App (“Bots”) on PullString’s server infrastructure (the “Hosting Service”), and all related services to which you have subscribed (collectively the “PullString Platform”).
BY ACCEPTING THESE TERMS OR USING THE PULLSTRING PLATFORM, YOU AGREE THAT YOU ARE ENTERING INTO AN AGREEMENT WITH PULLSTRING AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE PULLSTRING PLATFORM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE AN EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND PULLSTRING WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
3.2 Restrictions and Limitations. Developer may not: (a) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make the Platform, or any portion thereof, available to any third party, except as expressly permitted herein and subject to the terms set forth in these Terms; (b) reverse engineer, disassemble, or decompile the App or any other software required for use in connection with the Platform or otherwise attempt to discover the source code for, or any trade secrets related to, the App or the Platform; (c) remove any copyright, trademark or other proprietary notices from the Platform, or any component thereof; (d) modify, alter or create any derivative works of the Platform or any component thereof; (e) reproduce or distribute the App or the Platform or copy any ideas, features, functions, or content thereof, except as expressly permitted under these Terms; or (f) use the Platform, or any component thereof, for any purposes other than as expressly permitted herein. In using the Platform, You must at all times comply with all applicable laws, rules and regulations. All rights not expressly granted in these Terms are reserved by PullString.
3.4. Suspension of Services. PullString may suspend Developer's right to access or use any or all of the PullString Platform immediately upon notice to you if PullString believes in good faith that: (a) Developer’s use of the PullString Platform: (i) poses a security risk to the PullString Platform or any third party, (ii) may adversely impact the PullString Platform or the systems or content of any other user, or (iii) may subject PullString, its users, or any third party to liability; or (b) Developer is in material breach of any of these Terms, including without limitation the Developer Content rules or Developer Conduct rules set forth in Section 6 below, or if Developer fails to pay the License Fees on a timely basis.
4. Ownership of Platform. The PullString Platform, and all content and materials contained therein other than any Developer Content (as defined below), are owned solely by PullString and are protected by U.S. and international copyright laws. No title to or ownership of the Platform, the App, the PullString Platform or any proprietary rights associated therewith is transferred to you by these Terms.
5. Feedback. In the event that you provide PullString with any comments, suggestions, opinions, observations, usage information, and feedback on the Platform, including ideas for improvements, enhancements and other changes to the Software (collectively the “Feedback”). You agree that such Feedback is the confidential information of PullString and that PullString will be the sole owner of all Feedback, including all patent, copyright, trademark, trade secret and other intellectual property rights therein, and may use and implement such Feedback in whole or in part without any notice or attribution, payment or other compensation, to you or any third party. You hereby assign to PullString all right, title and interest you may have in and to all Feedback. You further agree to execute such documents and take, at PullString’s expense, such actions as PullString may reasonably request to effect, perfect, confirm and enforce PullString’s ownership interests and other rights as set forth in this Section 2.
6. Developer Content and Conduct
6.1 Developer Content Rules. Developer may create or provide content, data, code, information, documents and other items (including Bots) for use in connection with the PullString Platform (collectively the “Developer Content”). Developer is solely responsible for all Developer Content, and PullString shall not be responsible or liable in any manner for such Developer Content or for the use, availability, deletion, correction, destruction, damage, or loss thereof. Developer shall not create, upload, transmit, publish or otherwise use, on or in connection with the PullString Platform, any Developer Content that: (a) infringes upon or violates the rights of any third party including any copyright, trademark, trade secret, or other intellectual property rights, rights of publicity, rights of privacy, or contract rights; (b) is illegal, defamatory, obscene, pornographic, vulgar, indecent, lewd, offensive, threatening, abusive, harmful, inflammatory, deceptive, false, misleading, or fraudulent; (c) promotes hatred, discrimination, bigotry, racism, harassment, violence or harm against any individual or group; (d) violates, or encourages any conduct that would violate, any applicable laws, rules or regulations or give rise to any civil liability; (e) contains any viruses, corrupted data or other harmful, disruptive or destructive files; (f) restricts, interferes with or inhibits any other person from using or enjoying the PullString Platform; (g) that is directed to children under 13, contains any protected health information or involves financial products or services; or (h) that would otherwise expose PullString or any third party to liability, special regulations, or harm of any kind. PullString reserves the right to delete or block access to any Developer Content at any time and for any reason in its sole discretion, including if it receives any notices or otherwise believes that such Developer Content may be in violation of these Terms or Use or may otherwise violate the rights of, or cause any harm or liability of any kind to, PullString or any third party.
6.2 License to Developer Content. We claim no ownership rights in Developer Content. Developer hereby grants to PullString a nonexclusive, non-transferable, royalty-free, sublicensable, worldwide license to access, reproduce, distribute, publish, display, perform, adapt, modify and otherwise use the Developer Content to provide and maintain the PullString Platform as set forth in this Agreement.
6.4 Developer Representations and Warranties; Indemnity. Developer represents and warrants that (a) the Developer Content is original to Developer and do not and will not infringe upon or violate the intellectual property or other rights of any third party or these Terms, and (b) Developer will comply with all applicable laws, rules or regulations in connection with its use of the PullString Platform. Developer shall defend, indemnify, and hold PullString harmless from and against all third party claims, actions, proceedings, damages, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorney fees) arising out of or related to the Developer Content, Developer’s conduct, use or misuse of the PullString Platform, or any breach or alleged breach of any of the representations or warranties set forth in this Agreement.
7. Third-Party Content. The PullString Platform may include or provide access to third party data, information and content, including from other users of the Platform (collectively the "Third Party Content") as a service to those interested in this information. PullString does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness or non-infringement. You acknowledge and agree that PullString is not responsible or liable in any manner for any Third Party Content, or for any use thereof in connection with the PullString Platform, and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content at their own risk.
8. Payment Terms
8.1 Payment. Unless otherwise expressly set forth in the applicable Subscription Plan or agreed to in writing by the parties, payment of the License Fees will be by credit card, and PullString will automatically charge Developer's credit card on file in advance for the License Fees for the Initial Term and each Renewal Term (e.g. each month for a month-to-month subscription) until the subscription is terminated by either party. Developer will update the credit card information as necessary to ensure that PullString always has a valid credit card number on file.
9. Limited Warranty. Developer represents and warrants that the PullString Platform, when used as authorized in these Terms, excluding any Developer Content or Third-Party Content, do not infringe upon or violate the intellectual property rights of any third party.
10 DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, DEVELOPER ACKNOWLEDGES THAT THE PULLSTRING PLATFORM AND ALL ITEMS AND SERVICES PROVIDED IN CONNECTION THEREWITH ARE BEING PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITH NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR ARISING BY LAW, REGARDING THE PULLSTRING PLATFORM (INCLUDING THE APP, THE SITE, AND THE HOSTING SERVICES) OR ANY CONTENT OR OTHER ITEMS YOU MAY FIND ON THE PULLSTRING PLATFORM, INCLUDING WITHOUT LIMITATION REGARDING THE RELIABILITY, AVAILABILITY TIMELINESS, QUALITY, SUITABILITY, PERFORMANCE, SECURITY, ACCURACY OR COMPLETENESS. PULLSTRING EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADDITION, WITHOUT LIMITING THE FOREGOING, PULLSTRING DOES NOT REPRESENT OR WARRANT THAT (A) THE PULLSTRING PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS OR ACHIEVE ANY PARTICULAR RESULTS; (C) ANY DATA, ANALYSIS OR REPORTS SHALL BE ACCURATE OR RELIABLE; (D) MINOR ERRORS OR DEFECTS SHALL BE CORRECTED; (E) THAT THE SERVICES SHALL BE UNINTERRUPTED OR FREE FROM BUGS, ERRORS, OMISSIONS OR INTERRUPTIONS; OR (F) THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11. Limitation of Liability
IN NO EVENT SHALL PULLSTRING BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PULLSTRING PLATFORM OR THESE TERMS, EVEN IF PULLSTRING HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
12. Termination of Program and License. PullString reserves the right at any time, in its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the PullString Platform with no liability of any kind to Developer.
13. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH PULLSTRING, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
(a) Applicability of Arbitration Agreement. All claims and disputes in connection with the Terms or the use of the PullString Platform or any other product or service provided by PullString that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms set forth below (the “Arbitration Agreement”), except that neither party is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This Arbitration Agreement applies to you and PullString, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with the Terms (“Arbitration Rules”). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
(d) Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of Developer and PullString, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon Developer and PullString.
(e) Waiver of Jury Trial. DEVELOPER AND PULLSTRING HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between Developer and PullString in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, DEVELOPER AND PULLSTRING WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(f) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision in these Terms, in the event that this subparagraph is deemed invalid or unenforceable, neither party is entitled to arbitration and instead all claims and disputes shall be resolved in a court located in San Francisco County, California.
(g) Confidentiality. No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party shall be prevented from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(h) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(i) Small Claims Court. Notwithstanding the foregoing, either you or PullString may bring an individual action in small claims court.
(j) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in San Francisco, California, for such purpose.
(k) Survival. This Arbitration Agreement will survive the termination of your relationship with PullString.
14. General Provisions. (a) These Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersede all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom. (b) Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. (c) These Terms will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. The parties expressly consent to the venue and jurisdiction of the Federal or state courts located in San Francisco County, California, with respect to any actions that may arise out of, or relate to, this Agreement or the PullString Platform. (d) If any provision of these Terms are invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. (e) Neither these Terms nor any right or duty under these Terms may be transferred, assigned or delegated by Developer, by operation of law or otherwise, without the prior written consent of PullString, and any attempted transfer, assignment or delegation without such consent will be void and without effect. PullString may freely transfer or assign these Terms or its rights and duties under these Terms without Developer’s consent. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.