Acceptance of Terms
IMPORTANT — READ CAREFULLY: BY UTILIZING THE Postlight Labs SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
PROPRIETARY/INTELLECTUAL PROPERTY RIGHTS
Postlight Labs and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Tool and in all trade names, trademarks and service marks associated or displayed with the Tool. You will not remove, deface or obscure any of Postlight Labs or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Tool. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Tool.
You acknowledge that any use of the Tool contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Tool, may cause irreparable injury to Postlight Labs, its affiliates, suppliers and any other party authorized by Postlight Labs to resell, distribute, or promote the Tool (“Resellers”), and under such circumstances Postlight Labs, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
Postlight Labs does not claim ownership over any User Content submitted on or through the Tool. Your User Content belongs to You. However, by uploading any User Content to the Tool, You agree that Postlight Labs may store and display Your User Content solely as necessary in connection with the Tool. To the extent You choose to share any of Your User Content with other users of the Tool, You agree to allow these users (i.e., only the users you specify) to view Your User Content and, to the extent applicable, collaborate with You and Your User Content.
You understand that all User Content is the sole responsibility of the person from which such User Content originated. This means that You, and not Postlight Labs, are entirely responsible for all User Content that You upload, post, transmit or otherwise make available via Your Account. Postlight Labs does not control the User Content posted via the Tool and, as such, does not guarantee the accuracy, integrity or quality of such User Content.
You understand that by using the Tool, You may be exposed to User Content that is offensive, indecent or objectionable. Under no circumstances will Postlight Labs be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Tool. You acknowledge that Postlight Labs does not pre-screen User Content, but that Postlight Labs and its designees shall have the right (but not the obligation) in their sole discretion to refuse, modify or move any Content that is available via the Tool. Without limiting the foregoing, Postlight Labs and its designees shall have the right to remove any User Content that violates the Agreement or is otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not reasonably rely on any Content created by Postlight Labs or submitted to Postlight Labs. You acknowledge and agree that Postlight Labs may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce the Agreement;
(c) respond to claims that any Content violates the rights of third-parties; or
(d) protect the rights, property, or personal safety of Postlight Labs, its users and the public.
If Postlight Labs discloses User Content to comply with legal process or respond to claims that any User Content violates the rights of third-parties, to the extent permitted by law, regulation or legal process, Postlight Labs agrees to provide You with prompt notice of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure.
You understand that the technical processing and transmission of the Tool, including Your User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Should User Content be found or reported to be in violation with, but not limited to, the following terms, it will be in Postlight Labs’s sole discretion as to what action should be taken. You agree that You will not:
(a) upload, post, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, a Postlight Labs official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Tool;
(e) upload, post or otherwise transmit any User Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
(g) upload, post, or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, including but not limited to (a) sending mass email to recipients who haven’t requested email from You or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting Your site by posting multiple submissions in public forums that are identical;
(h) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) interfere with or disrupt the Tool or servers or networks connected to the Tool, or disobey any requirements, procedures, policies or regulations of networks connected to the Tool;
(j) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(k) “stalk” or otherwise harass another;
(l) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices.
(m) offer for sale or sell any item, good or service that (i) violates any applicable federal, state, or local law or regulation, (ii) You do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (iii) Postlight Labs determines, in its sole discretion, is inappropriate for sale through the Tool provided by Postlight Labs;
(n) use the Account website as a redirecting/forwarding service to another website;
(o) exceed the scope of the Tool that You have signed up for; for example, accessing and using the tools that You do not have a right to use, or having humans share User logins, or deleting, adding to, or otherwise changing other people’s comments or User Content as an Account holder. If any user is reported to be in violation with the letter or spirit of these terms, Postlight Labs retains the right to terminate such account at any time without further warning.
Both You and Postlight Labs acknowledge that these Terms of Service are concluded between you and Postlight Labs only.
The Application is licensed to You on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Tool for Your private, personal, non-commercial use, subject to all the terms and conditions of these Terms of Service as they are applicable to the Tool;
You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that You are not listed on any U.S. Government list of prohibited or restricted parties;
Both You and Postlight Labs acknowledge and agree that, in Your use of the Application, You will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
Postlight Labs does not share User Content with third parties for the purpose of enabling them to deliver their advertisements to you or to monetize your content in any manner. Postlight does not and will never sell or rent your User Content to anyone.
We will not, under any circumstances, share User Content with other individuals or organizations without your permission, including public organizations, corporations or individuals, except when applicable by law. We do not sell, rent, share, communicate or divulge to any third parties to enable advertisements or to monetize your User Content in any manner.
GENERAL PRACTICES REGARDING USE AND STORAGE.
For certain Tools, Postlight does not store any User Content and it therefore cannot ever be made available to anyone. These tools include:
- Tinysheet (tinysheet.com)
- Yap (yap.chat)
- TinyMonth (tinymonth.com)
- Fyre Ipsum (fyreipsum.com/)
- RFP Builder (rfp.postlight.com/)
- Mercury (mercury.postlight.com/)
You agree that Postlight Labs has no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Content and other communications maintained by the Tool. You acknowledge that Postlight Labs may establish general practices and limits concerning use of the Tool and may modify such practices and limits from time to time. Postlight Labs retains the right to create limits on use and storage at our sole discretion at any time with or without notice. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time.
You agree that You will not:
(a) upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
(d) copy, reproduce, alter, modify, or publicly display any information displayed on the Tool (except for Your User Content), or create derivative works from our website (other than from Your User Content), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of Postlight Labs or any other third party, except with the prior written consent of Postlight Labs or the appropriate third party.
CONTENT OF THE TOOL
Postlight Labs takes no responsibility for any third-party Content or User Content (including, without limitation, any viruses or other disabling features), nor does Postlight Labs have any obligation to monitor such third-party Content. Postlight Labs reserves the right at all times to remove or refuse to distribute any Content on the Tool, such as Content which violates these Terms of Service. Postlight Labs also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce these Terms of Service, 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 Postlight Labs, its users and the public. Postlight Labs will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.
If Postlight Labs discloses such information to satisfy any applicable law, regulation, legal process or governmental request or to respond to user support requests, to the extent permitted by law, regulation or legal process, Postlight Labs agrees to provide You with prompt notice of any such demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure.
Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.
NO RESALE OF THE TOOL
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Tool, use of the Tool, or access to the Tool without the express permission by Postlight Labs.
YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that (a) all of the information provided by You to Postlight Labs to participate in the Tool is correct and current; and (b) You have all necessary right, power and authority to enter into these Terms of Service and to perform the acts required of You hereunder.
NO WARRANTIES OR REPRESENTATIONS BY Postlight Labs
You understand and agree that the Tool is provided “as is” and Postlight Labs, its affiliates, suppliers and Resellers expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of your data on Postlight Labs’s servers. Postlight Labs, its affiliates, suppliers and Resellers make no warranty or representation regarding the results that may be obtained from the use of the Tool, the security of the Tool, or that the Tool will meet any user’s requirements. Use of the Tool is at Your sole risk. You will be solely responsible for any damage to You resulting from the use of the Tool. The entire risk arising out of use, security or performance of the Tool remains with You. No oral or written information or advice given by Postlight Labs or its authorized representatives shall create a warranty or in any way increase the scope of Postlight Labs’s obligations. Without limiting the foregoing, the Tool is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, Postlight Labs, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
You agree to indemnify, defend and hold harmless Postlight Labs, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees as and when incurred) arising from Your use of the Tool, Your use of Your Account, Your violation of these Terms of Service or the infringement or violation by You or any other User of Your Account, of any intellectual property relating to the Tool (including without limitation Your User Content) or other right of any person or entity.
MODIFICATIONS TO SERVICE
Postlight Labs reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Tool (or any part thereof) with or without notice at any time. You agree that Postlight Labs shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Tool.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between You and Postlight Labs Software is intended or created by these Terms of Service.
LIMITATION OF LIABILITY
In no event will Postlight Labs or its affiliates, suppliers or Resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Tool, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if Postlight Labs, its affiliates, suppliers or Resellers have been advised of the possibility of such damages. In any case, Postlight Labs’s, its affiliates’, suppliers’ and Resellers’ maximum cumulative liability and Your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by You for the Tool (if any) in the previous twelve (12) months.
WAIVER AND SEVERABILITY
Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
STATUTE OF LIMITATIONS
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of Postlight Labs services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
CHOICE OF LAW AND FORUM
This Agreement shall be governed by and construed under the laws of the State of New York, USA, as applied to agreements entered into and to be performed in New York by New York residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving the Borough of Manhattan, in the City of New York, in the State of New York, USA.
ENTIRE AGREEMENT/GENERAL PROVISIONS
This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. Postlight Labs may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. Any and all rights and remedies of Postlight Labs upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on Postlight Labs, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement. Notices to You may be made via either email or regular mail. the Tool may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to You generally on the Tool. All notices or other correspondence to Postlight Labs under this Agreement must be sent to the following electronic mail address for such purpose: hello+Postlight Labs@postlight.com