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Effective Date: June 1, 2012
Last Updated Date: June 1, 2012
This document is a contract that you are agreeing to by using the bContext Service. We may change it sometimes, so check back here once in a while.
Binding Agreement. These Terms constitute a binding agreement between you and bNapkin Inc. and its affiliates, subsidiaries, and bNapkin.com ("bNapkin"). "You" and "users" shall mean all visitors to the bContext Service. You accept these Terms each time you access the bContext Service or bNapkin.com. If you do not accept these Terms, you must not use the bContext Service or bNapkin.com.
Revisions to Terms. bNapkin may revise these Terms at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the bContext Service after a change to these Terms constitutes your binding acceptance of these Terms.
Children. No part of the bContext Service is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE BCONTEXT SERVICE AT ANY TIME OR IN ANY MANNER. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the bContext Service.
The terms "post" or "posting" as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the bContext Service.
The bContext Service
The bContext Service is defined as any website, mobile application, or Internet service under bNapkin's control, whether partial or otherwise, in connection with providing the services provided by bNapkin. The bContext Service provides a platform for [insert a short paragraph on what your product does].
You agree to receive email from us at the email address you provided to us for informational or operational purposes, such as billing, account management, or system maintenance.
bNapkin owns all of the content we create, but you may use it while you use the bContext Service. You cannot use our logo without our written permission.
The contents of the bContext Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other bNapkin content (collectively, "bNapkin Content"). All bNapkin Content and the compilation (meaning the collection, arrangement, and assembly) of all bNapkin Content are the property of bNapkin or its licensors and are protected under copyright, trademark, and other laws.
License to You. bNapkin authorizes you, subject to these Terms, to access and use the bContext Service and the bNapkin Content solely for the use of bNapkin's services, at bNapkin's discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the bNapkin Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original bNapkin Content on any copy you make of the bNapkin Content.
bNapkin Marks. bContext, the bContext logo, and other bNapkin logos and product and service names are or may be trademarks of bNapkin (the "bNapkin Marks"). Without bNapkin's prior written permission, and except as solely enabled by any link as provided by bNapkin, you agree not to display or use in any manner the bNapkin Marks.
Intellectual Property Rights and Your License to Use
You, or the people who allow you to use their content, own all of the content you create using the bContext Service. However, we may use it for any purpose, including in our marketing materials. We may also modify your content to make it work better or to add our logo to it.
It is very important that you have permission to use other people's content or they may be able to sue you for violating their legal rights.
bNapkin Claims No Ownership. The bContext Service may provide you with the ability to create, post, or share content ("Your User Content"). bNapkin claims no ownership or control over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the bContext Service. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
You Acquire No Ownership of Others' Content. You understand and agree that you will not obtain, as a result of your use of the bContext Service, any right, title, or interest in or to such content delivered via the bContext Service or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the bContext Service or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content on or through the bNapkin Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the bContext Service does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the bContext Service.
The bContext Service contains content from users and other bNapkin licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the bContext Service.
Let us know if you think a user has violated your copyright using the bContext Service, or if you think someone incorrectly reported that you violated his or her copyright.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the bContext Service infringe your copyright, you (or your agent) may send bNapkin a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the bContext Service are covered by a single notification, a representative list of such works);
Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow bNapkin to locate the material on the bContext Service;
Your name, address, telephone number, and email address (if available);
A statement 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
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send bNapkin a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see HYPERLINK "http://www.loc.gov/copyright/" http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the bContext Service should be sent to [designated agent's mailing address] ([company email address]). Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
Suggestions and Submissions
Don't send us your great ideas for a new business or functionality. If you do, we can use them without compensating you.
bNapkin appreciates hearing from its users and welcomes your comments regarding the bContext Service. Please be advised, however, that bNapkin does not accept or consider creative ideas, suggestions, inventions, or materials ("creative ideas") other than those which we have specifically requested. While bNapkin values your feedback on its services, please be specific in your comments and do not submit creative ideas. If, despite this request, you send bNapkin creative ideas, bNapkin
Shall own, exclusively, all now known or later discovered rights to the creative ideas;
Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
Shall be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
User Content Disclaimers, Limitations, and Prohibitions
bNapkin does not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users ("User Content"). You accept that any reliance on material posted by other users or third-party service providers will be at your own risk.
Prohibited bContext Service Uses
Don't do bad things with the bContext Service, try to break it, or steal our hard work.
You agree to use the bContext Service only for its intended purpose. You must use the bContext Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the bContext Service are prohibited. You may not:
Aggregate, copy, or duplicate any bNapkin Content;
Use data mining, robots, or other data gathering devices on the bContext Service;
Remove, disable, damage, circumvent, or otherwise interfere with the security of the bContext Service;
Interfere or attempt to interfere with the proper working of the bContext Service;
Gain unauthorized access to the bContext Service or computers linked to the bContext Service;
Attempt to reverse engineer, or reverse engineer the bContext Service;
Frame or link to the bContext Service without permission;
Attempt to or submit a virus to the bContext Service;
Take any action imposing an unreasonable or disproportionately large load on bNapkin's infrastructure;
Attempt to or obtain unauthorized access to other users' accounts;
Sell, transfer, or assign any of your rights to use the bContext Service to a third party without the express written consent of bNapkin;
Use the bContext Service in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to bNapkin or others;
Use the bContext Service in an illegal way or to commit an illegal act;
Access the bContext Service from a jurisdiction where it is illegal, unauthorized, or penalized;
Use the bContext Service on behalf of a business entity without the legal authority to do so; or
Control an account if another account controlled by you has performed these activities or otherwise breached these Terms.
Prohibition of Certain User-Provided Information
Be nice when you use the bContext Service, and don't try to sell our users stuff.
You are solely responsible for Your User Content on the bContext Service. bNapkin does not endorse any, nor is it responsible for, User Content on the bContext Service. You assume all risks associated with Your User Content, including anyone's reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
The following requirements apply to Your User Content. You may not:
Post information on behalf of another person or entity without their consent;
Post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity;
Harass, incite others to harass, advocate harassment, or post any unlawful, harmful, defamatory, threatening, vulgar, sexually explicit, hateful, or otherwise objectionable material;
Disclose personal information about another person;
Post links, advertisements, or other content from competitors' websites; or
Post any franchise, pyramid scheme, or similar information.
Your Log-In Credential Information
You are responsible for maintaining the confidentially of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials. You agree to notify bNapkin immediately if you believe the confidentiality of your login credentials has been compromised or if you suspect unauthorized use of your account. You agree that bNapkin will not be liable for any loss or damage arising from unauthorized use of your credentials.
Privacy: Use and Disclosure of Content or Other Provided Information
Comply with legal process, such as a court order or subpoena;
Enforce these Terms;
Respond to claims that any content violates the rights of third parties;
Respond to your requests for customer service;
Respond to law enforcement;
Provide the bContext Service;
Investigate and prevent unauthorized transactions or other illegal activities; or
Protect our or others' rights, property, or safety.
Consequences of Violating These Terms
If you don't act nicely, we may remove your content and terminate your account.
bNapkin may review and remove any User Content at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the bContext Service.
bNapkin reserves the right to suspend or terminate your account and prevent access to the bContext Service for any reason, at its discretion. bNapkin reserves the right to refuse to provide the bContext Service to you in the future. Perpetual licenses granted by you to bNapkin remain in full force and effect.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by bNapkin or others caused by or arising out of your breach of these Terms and your use of the bContext Service.
We are not liable for anything our users do when using the bContext Service. We may also change the bContext Service at any time and are not liable for how this may affect you. We don't guarantee that the content you view using the bContext Service or other websites is any good.
Changes to the bContext Service. bNapkin may change, suspend, or discontinue any aspect of the bContext Service at any time, including hours of operation or availability of the bContext Service or any feature, without notice or liability.
User Content. bNapkin does not control User Content and does not have an obligation to monitor it for any purpose. bNapkin has no obligation to make User Content available through the bContext Service. bNapkin may choose, in its sole discretion, to monitor, review, or otherwise access some User Content, but bNapkin assumes no responsibility for doing so. bNapkin assumes no responsibility for the conduct of users or other third parties.
bNapkin reserves the right, in its sole discretion, to remove Your User Content, and bNapkin does not assume any obligation to remove it. To the extent permitted by law, bNapkin disclaims any liability for failing to take any such action. To the extent permitted by law, in no event shall bNapkin be liable for the deletion, loss, or unauthorized modification of any User Content.
bNapkin is not liable for any User Content that may infringe intellectual property rights or violate other laws. Users are solely responsible for the content, such as websites, photographs, sound, or other media they include in the bFiles they create.
User Disputes. bNapkin is not responsible for any disputes or disagreements between you and any other user. You assume all risk associated with dealing with other users. You agree to resolve disputes directly with the other party. You release bNapkin of all claims, demands, and damages in disputes among users of the bContext Service. You also agree not to involve bNapkin in such disputes. Use caution and common sense when using the bContext Service.
Content Accuracy. bNapkin makes no representations about accuracy, reliability, completeness, or timeliness of any contents of the bContext Service, including data from third-party service providers. Similarly, bNapkin makes no representations as to the quality or nature of third-party products or services obtained through the bContext Service. Use the bContext Service at your own risk.
Third-Party Websites. The bContext Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. bNapkin is not responsible for and does not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and bNapkin disclaims all liability arising from your use of them.
bNapkin makes no promises and disclaims all liability of specific results from the use of the bContext Service.
Released Parties Defined. "Released Parties" include bNapkin and its affiliates, officers, employees, agents, partners, and licensors.
You use the bContext Service at your own risk. We make no warranties or guarantees.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE BCONTEXT SERVICE IS AT YOUR SOLE RISK, AND THE BCONTEXT SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE BCONTEXT SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE BCONTEXT SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE BCONTEXT SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BCONTEXT SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE BCONTEXT SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BCONTEXT SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
LIMITATION OF LIABILITY AND INDEMNIFICATION
We are not liable for anything that happens to you that somehow may be connected to your use of the bContext Service. If you use the bContext Service in a way that causes us to be included in litigation, you agree to pay all of our legal fees and costs.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BNAPKIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE BCONTEXT SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE BCONTEXT SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE BCONTEXT SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE BCONTEXT SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, BNAPKIN'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE BCONTEXT SERVICE OR YOUR USE OF BNAPKIN'S CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
You further agree and understand that bNapkin has no liability for the loss of any information you may choose to store in your bNapkin account, your computer, or your mobile device, in the event your computer or mobile device is lost or stolen.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material you provide to the bContext Service, (ii) your use or reliance on any bNapkin Content, or (iii) your breach of these Terms. bNapkin shall provide notice to you promptly of any such claim, suit, or proceeding.
These Terms constitute the entire agreement between you and bNapkin concerning your use of the bContext Service. The failure of bNapkin to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
Arbitration, Class Waiver, and Waiver of Jury Trial
We are located in New York, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the bContext Service.
These Terms and the relationship between you and bNapkin shall be governed by the laws of the state of New York without regard to its conflict of law provisions. You and bNapkin agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the bContext Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted within the county of [county] in the state of New York. You covenant not to sue bNapkin in any other forum.
New York, NY