Terms of Service
Last Updated: January 2021
These Terms Are Legally Binding.
1. Legally Binding Contract. These Terms are a binding contract between you and us. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you,” “your” and “Customer” will refer to that company or other legal entity.
2. Changes to the Terms and Services. We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. By continuing to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 23(f) “Effect of Changes on Arbitration,” you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
3. Attention! IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND POST THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 23 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
4. The Services and Key Players. Description of Services. Our Services enable you to seamlessly create, discuss, and share ideas with your family, friends, colleagues, or anyone else you choose. You can do this by inviting individuals to be part of a team of individuals with whom you’d like to discuss your work or ideas (“Team”), and starting a topic of discussion with that Team. You may create one Team to discuss different ideas or different Teams for different discussions. Any data or information that you share with a Team will be viewable only by members of that Team. So for example, if you create Team A and invite some individuals to that Team for discussing a new startup idea, and create a separate Team B and invite some colleagues for discussing a work related topic, then all the individuals in Team A will only be able to see what the members of Team A have contributed to that thread, and all the individuals in Team B will only be able to see what the members of Team B have contributed to that thread of discussion. Within a Team, you may also create specific channels that are either public and viewable by all members of that Team, or you can create private channels that are only accessible to people who you invite.
5. Roles and Responsibilities.
- Customer. “Customer” is the organization that you represent in agreeing to these Terms and setting up a Team. However, if your Team is being set up by someone who is not formally affiliated with an organization, or who wants to set up a Team outside of his/her workplace, then the individual creating the Team will be referred to as the “Customer”. For example, if you signed up using a personal email address and invited a couple of friends to work on a new idea or just chat about some vacation ideas for a trip, then you are the Customer.
Customer is the primary person or entity that is responsible for all rights and obligations under these Terms. Customer is responsible to obtain all rights, permissions or consents from Authorized Users (defined in Section 5(b)) and other Customer personnel that are necessary to grant the rights and licenses granted hereunder and for the lawful use and transmission of Customer Data (defined in Section 5(b)) and the operation of the Services.
Customer is responsible for everything related to their Team including without limitation, ensuring that all its Authorized Users (including, Admin (defined in Section 5(c))) comply with Terms, the Authorized Use Policy, and the applicable law. CUSTOMER WILL AT ALL TIMES BE RESPONSIBLE FOR ALL ACTIONS TAKEN UNDER AN AUTHORIZED USER’S ACCOUNT, WHETHER SUCH ACTION WAS TAKEN BY AN AUTHORIZED USER, OR BY ANOTHER PARTY, AND WHETHER SUCH ACTION WAS AUTHORIZED BY AN AUTHORIZED USER. CUSTOMER WILL BE LIABLE FOR, AND WILL INDEMNIFY POST FOR, THE ACTS AND OMISSIONS OF ALL ITS AUTHORIZED USERS.
If we believe that there is a violation of these Terms, which can be remedied by simply deleting an Authorized User’s account, or removal of any Customer Data, we will, most likely, ask Customer or the Admin to take such direct action. However, Customer acknowledges that on a case by case basis, we may step in and take appropriate action including without limitation, deleting any or all part of the Customer Data, suspending or terminating an Authorized User’s account, or deleting Customer’s entire Team.
- Admin. “Admin” is an Authorized User who is the moderator of the Team and is responsible for taking administrative decisions for the Team. If you signed up for the Services using your corporate email address for using the Services for your work purposes, your organization is Customer, and you are the Admin. If you signed up as an individual (rather than an employee of a company), then you are the Customer and the Admin. Admin can modify and re-assign roles on a Team. If Admin elects to replace himself/herself with you as the representative with ultimate authority for the Team, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Admin to facilitate such transfer of authority.
As an Admin, you are responsible for: (i) informing Authorized Users of the Authorized User Policy and all other Post policies that are relevant to their use of the Services, and excluding any Authorized User (in appropriate cases) that you believe to be in violation of policies; (ii) ensuring that all the Customer Data is compliant with the rules and regulations in these Terms and the Authorized Use Policy, and notifying our staff about any non-compliance; (iii) informing us about reports that any content on the Team is infringing or illegal, and where necessary, taking the content down; (iv) making decisions about the Customer Data including whether to remove a portion or all of the Customer Data submitted to a Team; and (v) otherwise monitoring and being responsible for the Team to ensure compliance with these Terms.
6. Who May Use the Services?
- Eligibility. You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.
- Registration and Your Information. In order to access the Services you’ll have to create an account by using your unique login credentials (“Account”). You can do this via the Site or through your Google account. If you choose the Google account option, we’ll create your Account by extracting from your Google account certain personal information such as your name and email address and other personal information that your privacy settings on the Google account permit us to access. Please make sure that you provide us with accurate, complete and up-to-date information for your Account and you update such information to keep it accurate, complete and up-to-date. Security of your Account is really important, so make sure you don’t disclose your Account password to anyone, and notify us immediately of any unauthorized use of your Account.
7. Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
8. All About Subscriptions. Right to Access Services.
- Right to Access Services. To the extent you are not on a Beta Plan (as defined below) you may choose a subscription plan among various subscription plans that will be made available to you. Post will make the Services available to you and your Authorized Users during the Term (as defined in Section 18(a)) solely for your internal business purposes in accordance with the subscription plan you select or update to (inclusive of the Beta Plan below, “Your Subscription Plan”). The number of Authorized Users who are permitted to access and use the Services will also be as permitted by Your Subscription Plan. You may increase the number of Authorized Users, or change your subscription plan at any time during the Term by adjusting your payment obligations as permitted herein.
- Restrictions. You will not (and will not allow your Authorized Users to) attempt to interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services). You will not allow access to or use of the Services by anyone other than Authorized Users. You will not (and will ensure that none of your Authorized Users): (a) copy, modify or distribute any portion of the Services; (b) rent, lease, or provide access to the Services on a time share or service bureau basis; or (c) transfer any of your rights hereunder.
9. Payment. To the extent you are not on a Beta Plan, the following applies.
- Payment Information. Once you choose Your Subscription Plan, you expressly authorize us (or our third-party payment processor) to charge you in accordance with the payment cycle (e.g. monthly or annual) you have selected (“Payment Cycle”) in Your Subscription Plan, if payment is applicable. We may ask you to supply relevant payment information, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You hereby authorize us to provide your Payment Information to our third party service providers so we can charge your payment method in accordance with Your Subscription Plan (plus any applicable taxes and other charges), if applicable.
- Subscriptions. You will be charged the annual or monthly (as applicable) subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription Term and each year or month thereafter, in accordance with your Payment Cycle, at the then-current Subscription Fee. We (or our third-party payment processor) will automatically charge you each year or month (depending on Your Subscription Plan) on the anniversary of the commencement of your Term (if you choose an annual plan) or on the first day of each month (if you choose a monthly plan), using the Payment Information you have provided until you cancel Your Subscription Plan. By electing to purchase a subscription, you acknowledge that Your Subscription Plan has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or Post. You may also increase or decrease the number of Authorized Users at any time by changing Your Subscription Plan. If you increase the number of Authorized Users, we will charge you the Subscription Fees for the increased number of such Authorized Users for the remainder of the then current initial or renewal term in accordance with Your (updated) Subscription Plan. However, if you decrease the number of Authorized Users, Your (updated) Subscription Plan will go into effect only after the current Payment Cycle has concluded, and you will not be eligible for any refund for decreasing the number of Authorized Users. For example, if you have chosen a monthly subscription plan, and you add 20 more Authorized Users on 15th September, then you will be charged an additional fee for these additional Authorized Users from 15th September until end of September (on a pro-rated basis) and going forward, but if you decrease the number of Authorized Users by 10 on 15th September, then you will be charged for 10 less Authorized Users from October 1.
10. Beta Customers. We may, from time to time, offer certain features of our Services for beta testing (“Beta Products”) for an initial beta testing period to be determined at our sole discretion (“Beta Period”). To the extent that you are using only our Beta Products during a Beta Period, Your Subscription Plan is referred to as a “Beta Plan” We will notify you when the Beta Period has concluded and the product is available commercially, after which you must update Your Subscription Plan to continue to access the Services. Since Beta Products offered during Beta Period may not be ready for commercial production, they are made available “as is,” without any warranties or contractual commitments we may otherwise make for other Services. Should Customer encounter any faults with our Beta Products, we would love to hear about them as our primary reason for running any beta programs is to iron out issues before launching our Services commercially. Any comments or suggestions you send us will be treated as Feedback in accordance with Section 7.
11. We’re Not Responsible for Third Party Products or Services. Third Party Products, Services, And Websites.
- Third Party Technology. We may allow you to integrate our Services with certain third party services or technology, which are compatible with the Services, or plugins for the Services (“Third Party Technology”). Post does not endorse and is not responsible or liable for any Third Party Technology or any products or services provided by third parties. You are solely responsible for use of any Third Party Technology, including compliance with the terms and conditions governing use of such Third Party Technology. ANY THIRD PARTY TECHNOLOGY THAT YOU DOWNLOAD OR USE IN CONNECTION WITH THE SERVICE WILL BE AT YOUR AND YOUR AUTHORIZED USERS’ SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR, AND YOU HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST Post WITH RESPECT TO SUCH USE, INCLUDING, BUT NOT LIMITED TO ANY DAMAGE TO COMPUTER SYSTEMS, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA, THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH THIRD PARTY TECHNOLOGY.
- Links to Third Party Websites or Resources. The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
12. All About Data- Rights, Responsibilities, and Licenses. Content Licenses, Responsibility and Removal.
- Content and Customer Data. “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services. Content includes without limitation, Customer Data.
- License to Customer Data by You. By making any Customer Data available through the Services you hereby grant to Post during the Term a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify (only for formatting purposes), process, store, publicly display, publicly perform and distribute your Customer Data only in connection with operating and providing the Services and Content to you and to other Account holders.
- License to Content by Post. Subject to your compliance with these Terms, Post grants to you during the Term a limited, non-exclusive, non-transferable, non-sublicensable license, to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
- Responsibility for Customer Data. Customer is solely responsible for all Customer Data. Customer represents and warrants that: (i) Customer owns all Customer Data or has all rights that are necessary to grant us the license rights in Customer Data under these Terms; (ii) Customer has obtained all consents or permissions from Authorized Users and other Customer personnel, as necessary, for the transmission and use of Customer Data as contemplated by these Terms; (iii) neither Customer Data, nor Customer’s use and provision of Customer Data to be made available through the Services, nor any use of your Customer Data by Post on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and (iv) Customer’s and Authorized Users’ use and provision of Customer Data to Post pursuant to these Terms will not breach any agreement between Customer and any third party.
- Removal of Customer Data. Only an Admin or we can remove any Customer Data. Admin may delete any Customer Data by specifically deleting it, even if it was posted by another Authorized User. We will remove the Customer Data only upon instructions from Customer, or if we, in our discretion, decide it is appropriate to remove any Customer Data, given the circumstances. However, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Customer Data.
- Protecting Customer Data. Protection of Customer Data is important to us, and we will maintain reasonable administrative, physical, and technical safeguards to protect your Customer Data. However, you acknowledge and agree that your and your Authorized Users’ use of the Services is dependent upon access to telecommunications and Internet services, and no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. So please make sure you back up your Customer Data, as Post will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage to your Customer Data.
13. Aggregate Data. Post may collect aggregate data related to your usage and performance of the Services (such as the number of times our customers (including you) logged into the Services in a day or a week, how long the Services were used, and performance of our algorithm within the system); provided that none of such data will identify you or your Authorized User (“Aggregate Data”). You acknowledge that we will exclusively own the Aggregate Data and use it as we deem fit.
14. Do’s and Don’ts. Acceptable Use Policy.
- Rules for Use of Services. You agree not to (and not allow any of your Authorized Users to) do any of the following:
Post, upload, publish, submit or transmit any Customer Data that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Use, display, mirror or frame the Services or any individual element within the Services, Post’s name, any Post trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Post’s express written consent;
Access, tamper with, or use non-public areas of the Services, Post’s computer systems, or the technical delivery systems of Post’s providers;
Attempt to probe, scan or test the vulnerability of any Post system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Post or any of Post’s providers or any other third party (including another user) to protect the Services or Content;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing Post’s trademark, logo, URL or product name without Post’s express written consent;
Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Enforcement. Customer will be liable for any violation of this Acceptable Use Policy by any of its Authorized Users. Although we’re not obligated to, we have the right to monitor access to or use of the Services and Content and to review or edit any Customer Data, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. If we consider any Customer Data or use of Services to be objectionable or in violation of these Terms, we may take appropriate steps including without limitation, removing or disabling access to any Customer Data, at any time and without notice, and investigating violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities, and prosecute users who violate the law.
15. DMCA/Copyright Policy. Post respects copyright law and expects its users to do the same. It is Post’s policy to terminate, in appropriate circumstances, Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Post’s Copyright and IP Policy at (https://www.post.co/copyright), for further information.
16. You Own What’s Yours and We Own What’s Ours. Ownership. As between us, you and your Authorized Users exclusively own all right, title and interest in and to Customer Data and all associated intellectual property rights. Subject to the foregoing, Post and its licensors exclusively own all right, title and interest in and to the Services, Content, and Aggregate Data including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
17. Be Discreet! Confidentiality.
- Confidential Information. Each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) Confidential Information in connection with the Services and these Terms. “Confidential Information” not only includes everything that the Disclosing Party labels as “Confidential”, “Proprietary”, or the like, but also includes anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all non-public business, product, technology, financial and marketing information. Confidential Information of Customer includes Customer Data; provided that Customer Data of a particular Team will be shared with all Authorized Users of that Team, and will be kept confidential only with respect to the rest of the world. Confidential Information of Post includes Services and Aggregate Data. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
- Use and Disclosure Restrictions. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Services; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
- Compelled Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law or court’s order. However, the Receiving Party will provide the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
18. Rights and Obligations In Connection With Termination. Termination.
- Subscription Term and Auto-renewal. If you have a free subscription, it will continue until either of us terminates it. Unless otherwise agreed to by the parties in writing, a paid subscription will have an initial term of 1 year, and the term will auto-renew at the end of the initial term for subsequent 1 year terms, unless either of us provides a notice of termination to the other at least 30 days before the end of the then-current term (initial term and renewal terms collectively, “Term”). If you terminate your subscription before it auto-renews, then the Services will terminate at the end of your then-current term, and you will be responsible for payment of Subscription Fee only up to the end of that term.
- Termination for Cause. Either of us may terminate the subscription if the other party materially breaches these Terms and such breach is not cured within thirty (30) days after the non-breaching party provides a written notice of the breach. You are responsible for the acts and omissions of your Authorized Users, including for any breaches of these Terms. Notwithstanding the above, we may terminate your subscription immediately upon written notice to you if we reasonably believe that the Services are being used by you or your Authorized Users in violation of the Terms or applicable law.
- Termination/ Cancellation of Subscription For Convenience. Either party may terminate your free subscriptions without cause. If applicable, you may even cancel your paid subscription for convenience at any time, but please note that such cancellation will be effective at the end of the then-current Payment Cycle. To cancel, you can send an email to firstname.lastname@example.org. You will be responsible for all Subscription Fees incurred for the then-current Payment Cycle. If you cancel, your right to use the Services will continue until the end of your then current Payment Cycle and will then terminate without further charges.
- Effect of Termination Generally. Upon expiration or termination of this Agreement: (i) Customer’s and its Authorized Users’ right to access and use the Services will immediately terminate; and (ii) each party will return and make no further use of any Confidential Information (and all copies thereof) belonging to the other party. The following provisions will survive any termination or cancellation of these Terms or subscription: Sections 7 (Feedback), 9 (Payment), 10 (Beta Customers), 12(d) (Responsibility for Customer Data), 13 (Aggregate Data), 16 (Ownership), 17 (Confidentiality), 18 (Termination), 18(e) (Data Portability and Deletion), 19 (Warranty Disclaimers), 20 (Indemnity), 21 (Limitation of Liability), 22 (Governing Law and Forum Choice), 23 (Dispute Resolution ), and 24 (General Terms).
- Effect of Termination on Payment Obligations. If you terminate the subscription for cause, we will refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. If we terminate the subscription for cause, you will pay any unpaid fees covering the remainder of the subscription term after the effective date of termination. If you terminate or cancel your subscription for convenience, you will be responsible to pay the Subscription Fee until the end of your then-current Payment Cycle. PLEASE NOTE THAT YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT PAYMENT CYCLE AT THE TIME OF TERMINATION OR CANCELLATION OF YOUR SUBSCRIPTION, EXCEPT FOR TERMINATION FOR CAUSE. So for example, if you have a monthly subscription plan, and you cancel your subscription (for convenience) on 10th October, then you will not be billed from November, but you will not receive a refund for the Subscription Fee you had paid for the month of October, unless the cancellation was for cause, in which case you will receive a refund of the pro-rated Subscription Fee for the period from October 11-31. Notwithstanding anything to the contrary, in no event will any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
- Data Portability and Deletion. Unless otherwise agreed to in writing between us, following termination or expiration of a Customer’s Account or termination of a Team, we will have no obligation to maintain or provide any Customer Data related to that respective Account or Team and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.
19. Risk Allocation Provisions. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
- Indemnity. You will defend, indemnify and hold harmless Post and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal (including attorney’s) and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your Customer Data, or (iii) your or your Authorized Users’ violation of these Terms or Acceptable Use Policy.
21. Limitation of Liability.
- NEITHER POST NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT POST OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- IN NO EVENT WILL POST’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO POST FOR USE OF THE SERVICES OR CONTENT OR FIVE HUNDRED DOLLARS ($500), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO POST, AS APPLICABLE.
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN POST AND YOU.
22. What Happens If We Get Into a Dispute? Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 23 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Post are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Post each waive any objection to jurisdiction and venue in such courts.
23. Dispute Resolution. The following terms of Section 23 “Dispute Resolution” only apply if you are an individual who is using the Services and Content for your own personal use and are not representing a company or legal entity.
- Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. However, if for any reason a Dispute proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.
- Exceptions and Opt-out. As limited exceptions to subsection (a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at email@example.com or by regular mail at 660 4th Street #659, San Francisco, CA 94107 within thirty (30) days following the date you first agree to these Terms.
- Starting Arbitration. If you want to begin arbitrating a Dispute, you must send a letter to us at the following address: 660 4th Street #659, San Francisco, CA 94107, with a cc: to firstname.lastname@example.org requesting arbitration and describing the Dispute. If we want to begin arbitrating a Dispute, we’ll send such a letter to you at the email address or street address that you provided.The parties agree to use best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration as set forth herein.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) or a comparable arbitral body (e.g., JAMS), in the event the AAA is unable to conduct the arbitration). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration may be conducted in writing, remotely (e.g., by videoconference) or in-person in the county where you live (or at some other location that we both agree to).
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Effect of Changes on Arbitration. Notwithstanding the provisions of Section 2 “Changes to Terms or Services” above, if Post changes any of the terms of this Section 23 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Post’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Post in accordance with the terms of this Section 23 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
24. Lastly…General Terms.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Post and you regarding the Services and Content (including your Customer Data), and these Terms supersede and replace any and all prior oral or written understandings or agreements between Post and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
- Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Post’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Post may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
- Marketing Support. You grant to Post a non exclusive, limited right to use your name, trademarks, and logos on the Site and in the production of marketing materials to depict you as a customer of Post. All goodwill developed from such use will be solely for your benefit.
- Notices. Any notices or other communications provided by Post under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
- Waiver of Rights. Post’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Post. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
25. Contact Information. If you have any questions about these Terms or the Services, please contact Post at firstname.lastname@example.org.