Quietly Terms of Service
These Terms and Conditions (these "Terms") govern your access to and use of the services, including Quietly’s website, APIs, email notifications, applications and widgets, (the "Services" or "Quietly"), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services, you agree to be bound by these Terms.
1. Who Can Use Quietly
You may use the Services only if you can form a binding contract with Quietly and are not a person barred from receiving services under the laws of Canada, the United States or other applicable jurisdiction where the Services are offered. You will not use the Services if you are under 13. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, provincial/state, national, and international laws, rules and regulations.
2. Changes to the Services
The Services are always evolving and may change from time to time without prior notice to you. In addition, Quietly may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. You will be deemed to have accepted such changes by continuing to use the Services. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
4. Usernames and Passwords
You are responsible for safeguarding any passwords that you use to access the Services and for any activities or actions under your passwords. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Quietly cannot and will not be liable for any loss or damage arising from your failure to comply with the above or for anything that happens through your Account, whether or not authorized by you.
You will not provide any false personal information on the Services, or create an account for anyone other than yourself without permission. If we disable your account, you will not create another one without our permission.
You must not sublicense, rent, lease, sell, trade, gift, bequeath or otherwise transfer it to anyone, nor shall you use someone else’s Account without Quietly’s written permission.
Quietly reserves the right to remove or reclaim any usernames if we believe it is appropriate, including but not limited to claims by a third party that a username violates such third party’s rights.
5. Content on the Services
All content (including photos, comments and other materials) (the "Content"), whether publicly posted or privately transmitted via the Services, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content and we cannot take responsibility for such Content.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Quietly be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
Any Content you submit, post, or display will be able to be viewed by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms.
6. Your Rights to Content
You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, transferable, sublicensable and royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).
You agree that this license includes the right for Quietly to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with Quietly for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use.
Such additional uses by Quietly, or other companies, organizations or individuals who partner with Quietly, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. Quietly will not be responsible or liable for any use of your Content by Quietly in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit and that the Content does not and will not infringe on the rights of any third party.
We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
7. Your License To Use the Services
Quietly gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Quietly, in the manner permitted by these Terms.
8. Quietly’s Rights
All rights, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Quietly and its licensors. The Services are protected by copyright, trademark, and other laws of Canada, the United States and foreign countries. Nothing in the Terms gives you a right to use the Quietly name or any of the Quietly trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Quietly or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation or compensation to you.
9. Restrictions on Content and Use of the Services
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to suspend or terminate users’ Accounts without liability. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce the Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of Quietly, its users and the public.
You may not do any of the following while accessing or using the Services:
- Access, tamper with, or use non-public areas of the Services, Quietly’s computer systems, or the technical delivery systems of Quietly’s providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- collect users' content or information or otherwise access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Quietly (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Quietly (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of Quietly is expressly prohibited);
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
- post unauthorized commercial communications (such as spam) on the Services;
- engage in unlawful multi-level marketing, such as a pyramid scheme on the Services;
- upload viruses or other malicious code; (ix) solicit login information or access an account belonging to someone else;
- bully, intimidate, or harass any user;
- post content that is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence; or
- use the Services to do anything unlawful, misleading, malicious, or discriminatory.
10. Copyright Policy
Quietly respects the intellectual property rights of others and expects users of the Services to do the same. You will not post content or take any action on Quietly that infringes or violates someone else's rights or otherwise violates the law.
We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) your contact information, including your address, telephone number, and an email address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Quietly will also terminate a user’s Account if the user is determined to be a repeat infringer.
That said, if we remove your Content for infringing someone else's copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or other information. The types and extent of advertising by Quietly on the Services are subject to change. In consideration for Quietly granting you access to and use of the Services, you agree that Quietly and its third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.
12. Third Party Links
The Services may contain links to third-party websites or resources. You acknowledge and agree that the Quietly Entities are not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Quietly Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
13. Ending These Terms
The Terms will continue to apply until terminated by either you or Quietly as follows.
You may end your legal agreement with Quietly at any time for any reason by deactivating your Account and discontinuing your use of the Services. You do not need to specifically inform Quietly when you stop using the Services. If you stop using the Services without deactivating your Account, your Account may be deactivated due to prolonged inactivity.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (a) you have violated these Terms, (b) you create risk or possible legal exposure for us; or (c) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 8, 14 and 15.
Nothing in this section shall affect Quietly’s rights to change, limit or stop the provision of the Services without prior notice.
14. Disclaimers and Limitations of Liability
Please read this section carefully since it limits the liability of Quietly and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the "Quietly Entities"). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
A. The Services are Available "AS-IS"
Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE QUIETLY ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESSED OR IMPLIED, OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Quietly Entities make no warranty and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (c) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Quietly Entities or through the Services, will create any warranty not expressly made herein.
B. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QUIETLY ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (c) ANY CONTENT OBTAINED FROM THE SERVICES; OR (d) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE QUIETLY ENTITIES EXCEED THE GREATER OF ONE HUNDRED CDN DOLLARS (CDN $100.00) OR THE AMOUNT YOU PAID QUIETLY, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE QUIETLY ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
15. General Terms
A. Waiver and Severability
The failure of Quietly to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of British Columbia, Canada without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or provincial courts located in Vancouver, BC, Canada, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
If you are a federal, state, or local government entity in the Canada using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such entities, these Terms and any action related thereto will be governed by the laws of Canada (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of British Columbia (excluding choice of law).
If anyone brings a claim against us related to your actions on the Services, including Content you post, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
D. Entire Agreement
We may revise these Terms from time to time, the most current version will always be at http://www.quiet.ly/terms. If the revision, in our sole discretion, is material we will notify you via an @Quietlyapp tweet or e-mail to the e-mail associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
These Services are operated and provided by Quietly Media Inc., 808 - 33 Water Street, Vancouver, BC, Canada V6B 1R4. If you have any questions about these Terms, please contact us firstname.lastname@example.org.
Last Update: October 15, 2013