Terms of Service
You must complete the registration form and accept these Terms before you may use the Service. If you do not accept these Terms or do not want to become a Foxwordy Member, do not access, view, or otherwise use the Service or any Foxwordy-branded webpage, information or services and do not register with the Service or click any “Sign up” offers, “Join” offers, or similar links or offers available on or through the Service.
You acknowledge that you have read and understood the terms and conditions of this TOS and that you agree to be bound by all of its provisions. By clicking on any button or check box at which a reference to your acceptance of these Terms appears, you also consent to use electronic signatures and acknowledge that your click of such button (e.g., “Sign-up,” “Join Now,” “Upgrade,” etc.) is evidence of your electronic signature.
2.1. Account Creation.
2.1.2. To obtain access to the Service, you are required to register for and obtain an account with us by completing the online sign-up form and designating a username (if applicable) as well as a password. Your Membership privileges are governed by the Membership category indicated at the time of your registration and the Membership type for which you have registered and, if applicable, paid. When you elect to enroll in a Paid Membership (defined below) by voluntary clicking on buttons or commands to purchase the Paid Membership (e.g., “Upgrade,”), then your credit card information will be collected and charged at that time. When registering as a Member you are confirming that you meet all of the Eligibility Criteria.
2.2.1. Use of the Service and registration to be a Member is void where prohibited. By using the Service, you represent and warrant that: (a) all registration information you submit is truthful and accurate, including but not limited to your identity and the indication of where you work for purposes of selection of your Membership category; (b) you will maintain the accuracy of such information and keep your account information up to date; (c) you are eighteen (18) years of age or older at the time of registration; (d) you have not registered under false pretenses and you are not otherwise restricted from access to the Service, or not otherwise prohibited from having an account with us; (e) you are a current or retired licensed and practicing lawyer, legal professional, law professor, law school dean, judge, arbitrator, legal expert, or a current law student; (f) you have full power and authority to enter into the Terms and doing so will not violate any other agreement to which you are a party; (g) you intend to use the service for the purpose for which it was intended and not for the purpose of gaining competitive intelligence, developing products competitive to the Service, publicly reviewing or blogging about the Service, advertising to or about the Service, or scraping or soliciting any information about our Members or content shared on or through the service; (h) any information you furnish on your Membership profile is truthful and accurate, and (i) your use of the Service does not violate any applicable laws or our published terms or policies (collectively, “Eligibility Criteria”). Members of the press who wish to review or write about the Service are not eligible for Membership on Foxwordy but are encouraged to schedule a demo with Foxwordy by visiting our News Page and reaching out via the information located there.
2.2.2. You understand that any Membership you register for is subject to your satisfaction of and ongoing compliance with these Eligibility Criteria. If we discover now or in the future that you do not meet or have not met any one of the Eligibility Criteria, you understand and agree that your Membership may be terminated immediately and without notice and all fees you have paid up to that point, if any, are non-refundable and non-cancelable. In that event, you also understand and agree that your Membership profile, your Content and other material you have uploaded, downloaded or shared on our website may be deleted and your Membership terminated without notice or warning. We reserve the right, at any time and in our sole discretion, to immediately and without notice cancel, terminate, revoke or suspend any Membership that does not meet any of the Eligibility Criteria or that otherwise violates this TOS.
3.1. General. The Service we provide consists of access to our online software application which generally allows users to connect with other users, engage with our interactive platform, maintain a profile, access a dashboard, monitor their own activity, initiate or respond to various questions and requests, send and receive messages, search for content, upload, link, process, search, tag, view, share, send, print and download various kinds of data and material. For purposes of these terms the “Service” means and is limited to the online software application we make available to you through our website, and, if applicable, mobile application, and the features and functionality associated with that application which pertain to the particular Membership for which you have paid. The Service as that term is used in these Terms does not extend to or include any Third Party Services (defined below), services, features or functionality associated with other Memberships for which you have not paid and are not subscribed to, or any enhancements or updates that are not made generally commercially available to all Members.
3.2. Your Content. Subject to the Terms, you may upload or post your content, data and information (collectively, “your Content”) directly into the Service through your account as part of your Membership. Certain limitations may apply based upon the file format, size and type of content as well as the Membership to which you subscribed. In addition, all content, including your Content, is subject to these Terms and may be removed, modified, hidden, or disabled, in whole or in part, without notice or obligation to you. We reserve the right (but assume no obligation) to monitor, delete, move, hide, or edit any of your Content or submissions or postings that come to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons. You understand that any content, including your Content, that you upload, post or share may be visible or otherwise accessible to all Members and visitors depending on your settings and selections at the time of such upload, post or sharing or depending on other Members’ settings. You acknowledge that our default settings for any content or information you upload to or share via our Service is to make your Content visible to all Members. We are not responsible for moderating, reviewing or ensuring that your content is properly redacted and sanitized for sharing. It is your sole responsibility to ensure that any of your Content is reviewed by you, sanitized, and, where applicable, redacted, to make it suitable for sharing and public viewing. We are not responsible for your violations of any rules of professional ethics, including those governing privilege, should you post anything that is not or was not made suitable for sharing. If you have posted an item of your Content in error without properly sanitizing it and later discover that, provided that you are a then-current Member, you may notify us at: email@example.com and we will investigate the issue. You understand that upon any cancellation, termination, or revocation of your Membership, that your access to your Content will also be terminated and extinguished immediately at that time or, in certain circumstances, within the period of time, if any, set forth in Section 20.3.2 below. If you fail to maintain independent copies of your Content before any cancellation, termination, or revocation of your Membership, or if you fail to retrieve your Content via the Service by that date or, if applicable, the deadline specified in Section 20.3.2 below, then you understand that we are not responsible for any loss, deletion, removal, destruction, or inaccessibility of all or any portion of your Content.
3.3. Access. You understand that Foxwordy is not optimized for all web browsers and that in order to use the Service, a modern browser such as Firefox (version 40 or higher), Safari 9 (El Capitan) or Google Chrome (version 44 or higher) is recommended. Additionally, a stable connection to the Internet is required. The Service may work in a limited manner on other web browsers and earlier versions of the recommended browsers, but please keep in mind that the Service was not designed for use or compatibility with web browsers other than the ones we recommend. The Service is optimized for desktop, laptop and tablet computers but is not optimized for mobile phones at this time. You also understand that we do not control Third Party Services and therefore cannot and do not predict, monitor, guarantee or address any unavailability or accessibility issues concerning Third Party Services. Your use of any Third Party Services via our website is subject to the applicable third party terms and your registration with, enrollment in and, where required, payment for such Third Party Services.
5.1. Permission to use. Subject to your acceptance of and compliance with the Terms, satisfaction of the Eligibility Criteria, registration with the Service, and, if applicable, payment for the Membership, you shall be permitted to access and use only those features of the Service that are applicable to the Membership to which you have subscribed and, where applicable, purchased, on a: non-exclusive, personal, non-transferable basis, solely in strict compliance with these Terms and all applicable laws and solely during the term of your Membership, but not otherwise. Any access to our Service is provided for your personal, non-commercial use only during the period of your Membership. We have no obligation to provide access to or permit your use of any Membership if payment is not made, in full, as and when required via a valid payment method that we accept. You agree that you will not take any action to circumvent the permission and access that has been granted to you under your Membership or sublicense, re-sell, or lease all or any portion of your Membership privileges. All rights not expressly granted under these Terms are reserved by Foxwordy and its licensors.
5.2. Account Security. Only you may use your account on the Service. You are entirely responsible for maintaining the confidentiality of your account password and you agree not to disclose your password to any third party or let any third party use the Service on your behalf. You must contact us immediately if you suspect misuse of your account or become aware of any actual or potential security breach, including but not limited to an unauthorized disclosure or use of your username and password, unauthorized access to your account, or the Service. You must also contact us immediately if you suspect that the security of your payment information listed in your account has been compromised. In that event, please contact us directly at: firstname.lastname@example.org. You acknowledge that if you wish to protect your transmission of your Content to us, it is your responsibility to use a secure encrypted connection to communicate with the Service. Please be aware that you are responsible for any activity occurring through your account, whether or not you actually authorized that activity. When you have notified us of an actual or suspected security breach, we will take appropriate measures to address the issue. You understand that we cannot be responsible if you fail to inform us of an actual or suspected security breach. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
5.3. Membership Categories.
5.3.1. There are currently four Membership categories under which you may register for and, if applicable, purchase an enhanced Membership to the Service, only one of which will be applicable to you at any given time. These Membership categories are:
- Solo/Individual – This Membership is for solo practitioners and all otherwise eligible individuals not practicing law or performing any legal services in a Law Firm or In-House environment.
- Law Firm – This Membership is for lawyers and other eligible individuals performing legal services in a law firm. This Membership applies to any law firm comprised of a minimum of three lawyers practicing law under the same masthead.
- In-House – This Membership is for lawyers serving as in-house counsel and other eligible individuals performing any legal services in any legal department for a private or public corporation, non-profit entity or governmental agency or institution. This Membership is limited to only persons who are employees of the organization and does not extend to their independent contractors, outside counsel or other non-employee consultants, all of whom should register under the Solo/Individual or Law Firm categories, as applicable.
- Academic – This Membership is for law school Deans, law professors and current law students. Members registering under this category should use a .edu address when registering.
5.3.2. Your selection of a Membership category is made during your registration and account creation process by indicating what segment you identify with at that time based on your role. You understand that accurately indicating your role and Membership category during this registration phase is one of the Eligibility Criteria for Membership. We reserve the right to investigate, cancel or re-assign your Membership if we discover, are informed by you or other Members, or otherwise have a reason to believe that the Membership category associated with your account is not accurate.
5.3.3. If your Membership category was not accurately indicated at the time of your Membership then your Membership may be subject to automatic termination (if any of the Eligibility Criteria were not met) or re-assignment to an appropriate Membership category pursuant to these Terms. If your Membership category changes during the term of your Membership, then you must notify us by contacting Foxwordy Customer Support and we will re-assign your Membership to the correct category. A re-assignment itself does not incur additional fees although, depending on the nature of Membership applicable to your updated status, you understand that such Membership fees may not be the same. You will have the option to close your account, or, if applicable, downgrade your Membership. A Membership re-assignment during your current term does not entitle you to any fees, credits or refunds because the current amount you have already paid, if any, for that period in which the re-assignment occurs will be applied to your new Membership. If your Membership re-assignment can be accomplished, as determined in our sole discretion, at the end of your current term then you will simply sign-up for the new Membership category at that time or, again, have the option to close your account or, if applicable, downgrade your Membership.
5.4. Account Types.
5.4.1. Free and paid account types exist on the Service. Each Membership category is identified with either a free or paid account and, for paid accounts, a particular subscription term, all of which, collectively, are referred to as your “Account Type” or “Membership.” Currently, the subscription terms for paid accounts are monthly. A brief description of each Membership is below.
- Free Membership. “Free Membership,” as defined in this paragraph and further described in Section 6 below, includes most features the Service has to offer on a limited basis but does not include any features associated exclusively with Paid Memberships. Free Membership consists of a basic level of access to certain features of the Service, such as basic user profile, basic messaging, search, user connection capabilities, and limited posting interaction capabilities. You understand that except as otherwise expressly set forth in this Section 5.4.1, we make no commitments whatsoever with respect to the features or functionality available in a Free Membership, and we reserve the right to change the features and functions available in a Free Membership at any time without notice and at our sole discretion, including, without limitation, the elimination or substitution of features, reductions or removal of access to certain features, and so on. We make no commitment to offer Free Memberships indefinitely or for any particular term. We we reserve the right to later terminate Free Memberships and require the payment of a fee to continue with a basic Membership to the Service.
- Paid Membership. “Paid Membership,” as defined in this paragraph and further described in Section 7 below, includes almost all of the features of the Service as applicable to your Membership category, generally without limitations as to certain functions, but does not include any features associated with higher levels of Membership, if any, described on our website. Paid Membership consists of an enhanced level of access to the Service and is superior to a Free Membership. Paid Membership includes only those features then-currently advertised on our website at the time of purchase. You understand that except as otherwise expressly set forth in this Section 5.4.1, we make no commitments whatsoever with respect to the features or functionality available in a Paid Membership, and we reserve the right to change the features and functions available in a Paid Membership at any time without notice and at our sole discretion, including, without limitation, the elimination or substitution of features, reductions or removal of access to certain features, and so on. At this time, “Paid Membership” can be purchased under a monthly subscription term, as further described in the sections that follow. To enroll in a Paid Membership you must enter your complete credit card payment information. You will be prompted to enter this information when you choose to upgrade your Membership. If you do not enter valid or complete credit card information then we cannot process your Paid Membership.
6.2. Beta Functionality. From time to time, we may make available to you the pre-release version of the Service or pre-release versions of components of the Service on a no-fee basis for a limited term (“Beta”). You are not required to use any Beta functions and if you choose to do so, it is of your own free will. You agree that, we make no commitment to offer any particular Beta functionality or any other functionality that may be tested in Beta. You also agree that any feedback you may provide to us regarding Beta functionality shall become our property once you share it with us and we are free to (but have no obligation to) use, develop against and execute upon all or any portion of feedback from you, without renumeration or credit to you. If you elect to test any Beta functionality, you agree to do so in accordance with these Terms and, in particular, the confidentiality provisions of these Terms.
7.1. Limitations. Certain limitations may apply to particular Paid Memberships as described on our website and in this TOS. In particular, Paid Memberships may carry access to certain features based on the associated Membership category in which case, you must be registered under that Membership category to access certain features associated with that Paid Membership. Additionally, any references to “unlimited” when describing a Paid Membership does not authorize unlimited download, removal, reproduction or use of every item of content on the Service. For example, if “unlimited clauses” is advertised on our website under a Paid Membership this means access via search/browse but does not mean you are permitted to download every clause on the Service, for example, or repeatedly execute upon the same action as to all content (e.g., such as downloading every item of content on the Service). Scraping or excessive download, removal, reproduction or use of all or substantially all of the content on any part of the Service is not permitted under any Membership, whether paid or free. You acknowledge that the Service is not intended for mass download of all content or information on the service by a single Member. As a result, if we discover or have reason to believe that excessive download, removal, reproduction or use of content or information on the Service is being made or attempted on a single day or as a pattern over a period of time, we reserve the right to terminate the Free Membership or revoke the Paid Membership, as applicable, and permanently downgrade or terminate your Membership.
8.2. Monthly Subscription Term. Paid Membership that is offered for a monthly Subscription Term is for a thirty (30) day period beginning on either: (i) the day on which you registered for the applicable monthly Paid Membership, or (ii) the day on which you upgraded to, effectively downgraded to, or were converted to the applicable monthly Membership as provided by these Terms or permitted in the Service, as applicable. Monthly Paid Membership automatically renews at the end of each thirty (30) day period as provided below.
8.3. Automatic Renewal. The Subscription Term for all Paid Memberships are on an automatic renewal. This means that at the end of the applicable Subscription Term for your Membership, the Subscription Term will automatically renew for the same period unless you terminate your Membership (as provided in these Terms), renew your Subscription Term for a longer period, or upgrade. For all Paid Memberships, your Subscription Term will renew indefinitely until terminated by you or us in accordance with these Terms.
8.4. Membership Subscription Fees. Our most current fees for Membership subscriptions appear on our website. You understand that our subscription policies that are disclosed to you as part of your Membership to the Service are deemed a part of these Terms. Membership fees are charged in advance (not in arrears) for the applicable Subscription Term. You acknowledge that we reserve the right to charge for any portion of the Service or for any new or enhanced features we may develop or offer later. You further agree that we reserve the right to change our Membership pricing and fee structure (if any), from time to time, at our sole discretion, upon ten (10) days written notice to you by posting such notice to your account or sending it to your primary email address associated with your account. You understand that any fee increases will apply and will be charged to your credit card on your account on the first day of your next Subscription Term, unless you terminate (as provided in these terms), renew for a longer period of time, or upgrade (if eligible) before that date. You understand that we make no commitment to you to maintain the same Membership fees or offer the same discounts or promotions that might have been offered or available to you at the time you initially registered for your Membership. For monthly paid Memberships, the Membership fee remains unchanged solely for the particular monthly period in which you enrolled and for which you paid but we make no guarantee that your monthly Membership fee will be the same in any renewal Subscription Term. We make no commitment about rates of increase or the frequency of any fee increases associated with Membership. Your continued Membership up to the day immediately prior to the date on which the increased fee is charged is evidence of your agreement to the fee increase. Additionally, your continued use of the Service after any Membership fee increase is further evidence of your consent to that fee increase. If you object to a fee increase, your sole remedy shall be to close or downgrade your Membership in accordance with and subject to these Terms.
8.5. Account Upgrades and Downgrades.
8.5.1 Upgrades. Free Membership may be upgraded at any time by enrolling in a Paid Membership. If we offer at such time in the future an annual Paid Membership, then any monthly Paid Membership may be upgraded to the annual Paid Membership with such upgrade being effective after the last day of the then-current monthly Subscription Term. Any Free Membership may be upgraded to Paid Membership at any time with such upgrade being effective on the date of upgrade, provided that no credits or refunds will be offered for upgrading before the last day of the then-current Subscription Term. Certain promotions may be offered in connection with account upgrades but we make no guarantee that you will be eligible for all or any such promotions or that any promotions will be offered to you or available to you at the time of any upgrade. We reserve the right to withhold any promotion offered to you if you do not meet the criteria for such promotion, enter incomplete, inaccurate or invalid information, abort, cancel, suspend or otherwise fail to complete the enrollment, upgrade or payment process for such upgrade where the promotion was offered. If you receive a Paid Membership via a promotion offered by Foxwordy or one of our partner organizations, you will be entitled to the Paid Membership subject to this TOS and solely for the duration of that promotional period, upon the expiration of which, you will be required to pay for the Paid Membership at the then-current advertised price or downgrade to a lesser Membership (e.g., downgrade to Free Membership if available). No additional offers or promotions may be combined with a promotional access to a Paid Membership and we offer no credits or refunds in connection with the same.
8.5.2 Downgrades. In certain circumstances, your account may be eligible for a Membership downgrade, subject to these Terms. Free Memberships and delinquent or unpaid Memberships are not eligible for any account downgrade. Paid Memberships (other than those obtained through a promotional offer) may be eligible for downgrade during the applicable Subscription Term, subject to these Terms and, provided that a downgrade of any monthly Membership will not take effect until the last day of the next calendar month, regardless of when the downgrade is attempted, with charges through that date to be assessed accordingly. We reserve the right to downgrade your Membership if we discover or are notified that you do not meet the Eligibility Criteria or if you violate these terms. In that event, we make no promise to downgrade your Membership but if we do so, it will be in lieu of termination of your Membership and therefore, will not result in any credits, refunds or payments being issued to you as a result of such downgrade. Any involuntary downgrade in your Membership made by us pursuant to these Terms will take effect in the same manner as stated above, as applicable. You understand that for any downgrade of your Membership, you will not be entitled to collect, receive or claim any promotions, discounts, credits or refunds associated with the downgrade and that none will be issued to you.
9.1.2. All Paid Memberships. Membership fees for access to the Service are due and, where applicable, automatically charged to your Billing Account, on the first day of your applicable Subscription Term for your Paid Membership (the “Due Date”). The full Membership fee due for that Subscription Term is charged on the Due Date. All Paid Memberships are subject to credit card billing only and are not eligible for invoicing.
9.1.3. Taxes. You also understand that any Paid Membership fees posted or advertised on our website or on any part of the Service are exclusive of sales tax, use tax or any other taxes that may be required by applicable State taxing authorities to be assessed on subscription fees. Accordingly, you authorize us to charge you for any sales tax, use tax, or similar taxes that may be imposed on your Paid Membership fees and assess such charges on your credit card on your account or, if applicable, on the invoices issued to you. Alternatively, if we do not charge sales tax to you for your Paid Membership fees, you understand and agree that you are responsible for reporting and paying the applicable use tax required by the State in which you are a resident. Please consult your local Board of Equalization for the required use tax rates applicable to you in that case. You specifically agree that we are not responsible for paying or reimbursing you for any tax liability, including fines, penalties and interest, you may incur arising out of your failure to pay, report or pay in full any required use taxes.
9.1.4. Account Billing and Payment Information. You must provide us with current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (which information includes but is not limited to a change in billing address, credit card number, expiration date(s) and associated authentication information), and you must promptly notify us as to any status changes regarding your selected method of payment (which include but are not limited to your credit card being canceled or expiring). Changes to such information can be made through your Billing Account or by referring to Section 23 (Contact Us) for information on how you may contact us to make such changes. If you fail to provide us with current, complete and accurate information, you agree and acknowledge that you will be responsible for any associated penalty fees and fines that accrue under your Billing Account. You understand that it is your obligation to ensure that your credit card information and related information listed in your Billing Account is correct, up-to-date and valid. If invalid, outdated, incomplete or inaccurate information is listed in your Billing Account (e.g., credit card expiration date is met and not updated by you) and the charge for your Paid Membership is not successful, rejected or otherwise cannot be processed or completed successfully, then your Membership may be terminated or suspended under these terms, at our sole and absolute discretion. We are not responsible for any terminations or suspensions of your Membership for failure to maintain correct, complete, accurate, and valid data in your Billing Account. We encourage you to periodically check your Billing Account to ensure the information listed there is correct and to promptly respond to any notifications we may send to you about any inaccuracies, inconsistencies or issues we may discover or suspect in your Billing Account, understanding, however, that we have no obligation to detect or notify you of such issues.
9.1.5. Reaffirmation of Authorization. Your enrollment in a Paid Membership and, thereafter, your continued use and non-cancellation of your Paid Membership, reaffirms our authorization to bill you and charge the credit card on file in your Billing Account accordingly for the then-current Membership fees applicable to your Paid Membership together with any other fees you may incur on the Service arising under your Membership, as you are responsible for any and all charges arising from use of your Membership.
9.1.6. No Reinstatements. We do not make any promise to reinstate any suspended or terminated Memberships, whether Free Memberships or Paid Memberships. Any Free Membership or other promotion that provides you access to the Service must be used within the specified time, if any, or, where applicable, registered in the period during which the Free Membership is advertised.
9.1.7. Credits or Refunds. You acknowledge and agree that, except as expressly set forth in this paragraph, all fees associated with any Paid Memberships are non-refundable. If you have a Paid Membership, you will not be issued any credits, refunds or pro-rated discounts for partial months of Membership or in connection with any Membership upgrades, downgrades or re-assignments.
- Compliance with the Terms, including all terms and conditions referenced in the Terms;
- The accuracy, quality, integrity, legality, reliability, and appropriateness of your Content and the means by which it was acquired;
- Compliance with applicable state, federal and international laws and regulations in using the Service, including but not limited to those concerning unsolicited email and mobile text communications;
- Compliance with all applicable rules of professional ethics, if any, governing your profession;
- Any and all activity occurring under your account;
- Ensuring your account information, including your Billing Account, is accurate and current;
- Accurate representation of your Membership category;
- Compliance with the Eligibility Criteria;
- Registering for and, where applicable, paying for access to any Third Party Services you choose to use which may be made available to you on or through our website;
- Compliance with all third party terms pertaining to such Third Party Services;
- Obtaining rights to use any software, internet connectivity or web browser that may be necessary to use the Service; and
- Any social media sharing of the Service or information, content, or other material you download from or contribute to the Service either to or from our website, via any third party social media services (e.g., Twitter, Facebook), is subject to the Terms and the terms and policies of any sharing to or from those social media Third Party Services.
11.2. Restrictions on Use. By registering as a Member and accessing the Service, you agree that you will not:
- Sell, resell, rent or lease access to the Service or all or any portion of your Membership or Membership privileges;
- Use the Service for storing or transmitting infringing, libelous, or otherwise unlawful or tortious material (regardless of whether such material is included within your Content, either with or without your knowledge);
- Use the Service to knowingly store or transmit malicious code, viruses, Trojan horses, or worms that may damage or harm our computer systems or those of our Members, business partners or any Third Party Services;
- Interfere with or disrupt the integrity or performance of the Service or any data it may contain;
- Interfere with other Members’ use or enjoyment of the Service;
- Use the Service to access, acquire or otherwise obtain data to which you are not legally entitled;
- Attempt to gain unauthorized access to the Service or its related systems or networks;
- Steal or reverse engineer the user interface design, workflow, or any features of the Service;
- Modify, publish, transmit, reproduce, create derivative works from, distribute, display, or incorporate into another website the Service, in whole or in part;
- Capture, copy, post, publicly share or display any screenshots or videos of the Service or any part of the Service in order to share the information publicly, on a blog, website or for any other purpose not authorized by Foxwordy;
- Use the Service under false pretenses by impersonating or misrepresenting yourself or any individual; or
- Use the Service to infringe the copyrights or other intellectual property rights of any third parties.
11.3. Violations of Acceptable Use. In the event of any violation of this Section 11, we reserve the right to do any or all of the following, as we determine in our sole and absolute discretion immediately and without notice or obligation to you: (a) refuse and/or remove any or all of your Content, (b) temporarily or permanently suspend your account and your access to your account and the Service, (c) temporarily or permanently revoke your account and your access to your account and the Service, (d) terminate your account and associated Membership, without refund, (e) not renew your Membership at the end of the term, (f) downgrade your Membership, and (g) refuse any then-current or future attempts by you to register for the Service under any aliases or alternate email addresses.
14.2. Our Proprietary Rights. As between you and us, Foxwordy and its licensors are the sole and exclusive owners of any and all rights, including all intellectual property rights, in and to the Service, any and all components of the Service, all user interfaces and design on the Service, all content of any kind originating with us on the Service, all Feedback (defined below), all Confidential Information, and all analytics, statistics and other information associated with use of the Service, including but not limited to the content of any exchanges to and from the Service, all messages exchanged on or through the Service, and all proprietary and intellectual property rights related to all of the above, including but not limited to software, source code, interface, design, functionality, data, algorithms, taxonomies, analytics, patents, copyrights, trademarks, trade secrets and any derivative works of the Service. Foxwordy may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with access to the Service does not give you any license to our intellectual property. All contents of our website and the Service, including but not limited to, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © 2016 Foxwordy Inc., and, where applicable, the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.
14.4. Grant of Rights. If you provide us with comments, suggestions, recommendations or other feedback with respect to the Service, including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service (collectively, “Feedback”), you acknowledge that we will own all such Feedback and you waive any objection, now or in the future, to our use, reproduction, modification, distribution, and any other exploitation, commercial or otherwise, we may make of the Feedback in or in connection with the Service, worldwide and in perpetuity, without the obligation to issue any royalty or other payments to you or provide consideration of any kind. In addition, by registering for the Service, you hereby (a) grant to Foxwordy, its affiliates, licensors, and vendors an irrevocable, worldwide, perpetual, royalty-free, right and license to use, modify, adapt, reproduce, distribute, display, perform, disclose, sell, lease, license and sublicense your Content on or otherwise in connection with the Service, (b) grant these same rights and licenses described in (a) above to Foxwordy customers if you have posted, shared or otherwise made your Content available on or via Foxwordy (except only to the extent you have posted clauses or other material marked “private” that are within the meaning of your Content to your private directory in My Clauses), and (c) grant to Foxwordy, its affiliates, licensors, and vendors an irrevocable, worldwide, perpetual, royalty-free, right and license to use your name, image and likeness, as well as quotes that you may issue, on the Service in connection with your use of or activity on the Service or achievements (e.g., achievement of a certain Reputation Score) while using the Service, provided that your name and likeness shall not be used in direct advertising placements by third parties acting on our behalf without your prior written consent.
14.5. Trademarks. Foxwordy and the Foxwordy logo are including without limitation, either trademarks, service marks or registered trademarks of Foxwordy, Inc., and may not be copied, imitated, or used, in whole or in part, without Foxwordy's prior written permission or that of our suppliers or licensors. Our Service contains valuable trademarks owned and used by us to distinguish Foxwordy and its products and services from those of others. Our Service may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with the permission of their respective owners. We do not claim ownership in, or any affiliation with, any third party trademarks or service marks appearing on our website. You agree not to use or display any trademarks you do not own without our prior written consent or the consent of the owner of such mark. Additionally, any linking to our website must not state or imply any sponsorship of your site by us.
14.6. Copyright Complaints and Removal Policy. If you believe that your Content has been copied and posted on the Service in a way that constitutes copyright infringement, please immediately contact our Copyright Agent. Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2), our designated Copyright Agent for notice of alleged copyright infringement in connection with the Service can be reached at: Foxwordy Inc., Attn.: DMCA Copyright Agent, P.O. Box 103, San Carlos, CA 94070, email@example.com. We reserve the right to delete or disable any material alleged to violate these Terms and to terminate repeat infringers.
Federal law requires your DMCA Notice to include the following information:
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it;
- Your address, telephone number, and email address;
- A statement declaring under penalty of perjury that: (i) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (ii) the above information in your notice is accurate, and (iii) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
- Your physical or electronic signature.
15.2. Ownership and Duty of Confidentiality. You agree to hold Confidential Information in confidence and to protect such Confidential Information from disclosure to any third party, using the same degree of care used to protect your own most sensitive and confidential information, but in no event less than reasonable care. You agree to limit access to our Confidential Information to your employees and/or consultants (where applicable), if any, who have a need to access such information in accordance with the Terms. You also agree that all Confidential Information is proprietary to and shall remain the sole and exclusive property of Foxwordy. If you are required by a valid court order or subpoena issued by a governmental agency to disclose certain Confidential Information, you will provide us with prompt written notice in order to afford us an opportunity to seek a protective order or otherwise challenge the compulsory disclosure. You are responsible for any expenses incurred in our attempt to prevent or limit such a compulsory disclosure if you fail to provide us with timely notice or reasonable information necessary for us to assess or respond to the matter.
15.3. Private Content. If you are posting certain items of your Content to your own private directory in My Clauses under your account, then those items of your Content which are posted and identified as private are not be visible to other Members or the general public unless you already publicly shared such Content or until such time, if any, that you choose to move that item out of your private directory in My Content or share, send, comment upon, or otherwise transmit such item(s) to other Members or on any other site or service, including but not limited to on or via the Service or any Third Party Services.
WE PROVIDE THE SERVICE, OUR WEBSITE, AND ALL CONTENT AND MATERIALS AVAILABLE ON OR THROUGH THE SERVICE "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU AGREE THAT ANY USE OF OR RELIANCE UPON OUR SERVICE, INCLUDING ANY OF THE INFORMATION, CONTENT, AND OTHER MATERIALS OR THIRD PARTY SERVICES AVAILABLE ON OR THROUGH THE SERVICE, BY YOU IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT ACCESS TO THE SERVICE, ANY THIRD PARTY SERVICES, OR ANY CONTENT STORED ON OR THROUGH THE SERVICE, WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE SERVICE, ANY THIRD PARTY SERVICES, AND ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST, CORRUPTED OR DAMAGED, AND WE DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSION, AND AS A CONSEQUENCE SUCH EXCLUSION MAY NOT APPLY TO YOU BUT ONLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
18.1. Your Responsibility. You understand that Foxwordy, its affiliates, subcontractors, partners and licensors, and all of our and their respective officers, directors, employees, agents, licensors, suppliers are not responsible for any claims, losses, damages, liabilities, costs or expenses, arising out of or resulting from: (a) any breach of these Terms or any third party terms by you, (b) your Content, or the upload, storage, hosting, display, transmission, sharing or distribution of same on or through the Service, (c) our compliant exercise of any rights under any licenses or permissions you grant us pursuant to the Terms, (d) your Content or your use of the Service violates any law, regulation or order, or infringes, violates or misappropriates the rights of any third party, including but not limited to those pertaining to intellectual property, rights of publicity, personality, and privacy, and (e) your access to and use of the Service, including but not limited to the use of any features offered on or through the Service, any Third Party Services, any content or comments provided or shared by others on the Service, and your download, upload, sharing or actions with respect to any content, including your Content.
18.2. Member Interaction Responsibility. You understand that you are solely responsible for your interactions with other people online or in person. Foxwordy, its affiliates, subcontractors, partners and licensors, and all of our and their respective officers, directors, employees, agents, licensors, suppliers and business partners are not responsible for any claims, losses, damages, liabilities, costs or expenses, arising out of or resulting from any interaction you may have with other Foxwordy Members, persons you meet through the Service, or persons who find you because of information posted on, by or through the Service. You agree to take all reasonable precautions before interacting with any other users or meeting any other person. You understand that Foxwordy, its affiliates, subcontractors, partners and licensors are under no obligation to become involved in disputes between or among Members, but may do so at its own discretion. You further agree that your reliance upon any advice or guidance furnished by any other Members via the Service is at your sole and absolute discretion and at your own risk. We do not moderate, evaluate or confirm the accuracy or validity of any advice of any Members supplied on or through the Service.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FOXWORDY, ITS AFFILIATES, VENDORS, PARTNERS, LICENSORS AND THEIR RESPECTIVE OWNERS, OFFICERS, EMPLOYEES, AGENTS, VENDORS AND LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, OR LOSS OF REVENUE, GOODWILL, LOSS OF USE, LOSS OF DATA OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
WITHOUT LIMITING THE FOREGOING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF FOXWORDY, ITS AFFILIATES, VENDORS, PARTNERS, LICENSORS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, VENDORS OR LICENSORS, TO YOU FOR DIRECT DAMAGES CAUSED BY THE SERVICE OR ANY OTHER CLAIMS BY YOU MADE UNDER THESE TERMS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, WILL NOT EXCEED THE FEE PAID BY YOU TO US FOR USE OF THE SERVICE IN THE ONE MONTH IMMEDIATELY PRECEDING THE CLAIM. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
THE TERMS OF THIS SECTION 19 PREVAIL NOTWITHSTANDING ANYTHING THAT MAY BE CONSTRUED TO THE CONTRARY ELSEWHERE IN THESE TERMS.
THE PARTIES AGREE THAT THE ABOVE PROVISIONS FAIRLY ALLOCATE THE RISK BETWEEN THE PARTIES, WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS, AND AS A CONSEQUENCE THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
20.1. Term. Except for all provisions which, by their nature, survive any termination or non-renewal of your Membership and all provisions which are otherwise expressly identified as surviving in the Terms, these Terms continue for as long as you have a Membership to our Service.
20.2.1. Termination for Cause. We may terminate your Membership, your account and your access and use of the Service for cause, immediately and without notice or obligation to you if: (a) you fail to provide updated credit card or accurate credit card information after requested to do so, or you otherwise fail to pay any charges for your Paid Membership when due, (b) you violate or fail to comply with any provision of the Terms, (c) your Content is infringing or violates the rights of any third party, (d) you failed to provide true or accurate information in connection with your account registration or a subsequent Membership upgrade or renewal, (e) you fail to meet the Eligibility Criteria at any time or it is discovered that you did not meet the Eligibility Criteria at the time of your account registration, (f) you have misused the Service or violated the acceptable use provisions or other provisions of these Terms, or (g) as required by applicable law. You understand that upon any termination for cause, you will not be entitled to any refund of amounts paid by you, regardless of whether such amounts were for a Paid Membership Subscription Term that is then-unused, and you will not be entitled to retrieval of any of your Content or other information. You further understand that upon any termination for cause, you will have no access, nor right of access, to your account, your Content or any features of the Service, including but not limited to your Dashboard, My Content, and Profile.
20.2.2. Termination for Convenience. Subject to these Terms and except in the event in which we have a right to terminate for cause, you may terminate your Membership by selecting the “Close Account” option in the Settings portion of the Service as follows: (a) for Free Memberships, at any time upon written request, and (b) for monthly Paid Memberships, at any time except that you will remain responsible for the fees due through the end of the then-current Paid Membership term. Paid You understand that a valid termination for convenience of any Paid Membership will not be effective until after the last day of the then-current Subscription Term. For example, if you have a Paid Membership on a monthly Subscription Term and you terminate for convenience, your account will not be effectively closed until after the last day of that applicable monthly period, at which time your account will not automatically renew for another 30-day period but, instead, will close. You also understand that you will not be entitled to any refund of amounts paid by you for the then-current Subscription Term, regardless of whether such amounts were for a Membership Subscription Term that is then-unused, if you should terminate your Membership for convenience pursuant to this Section 20.2. You acknowledge that Paid Memberships are not eligible for any refund associated with any early termination of such Membership that you may initiate under this Section. If you terminate your Paid Membership in accordance with this Section, you will continue to have access to the Service under your Paid Membership until the end of your then-current Subscription Term and your Paid Membership will not be renewed after your then-current Subscription Term expires.
20.3. Effect of Termination.
20.3.1. Survival. All provisions of the Terms which, by their nature, should survive will continue indefinitely in full force and effect after the termination of your Membership or account. In addition, all defined terms, disclaimers and the following sections of this TOS will survive any termination or expiration of your Membership: 14 through 19, this Section 20.3, and Sections 21-26.
20.3.2. Effect on your Content. Upon any termination of your Membership, you will lose access to the Service, your account, your Content, your profile, your connections on Foxwordy, and all associated features of the Service. If you had a Paid Membership, all outstanding balances must be paid in full, without dispute or chargeback, before to your being able to retrieve a copy of your Content. For Paid Memberships only, you have ten (10) calendar days from the date of termination to request retrieval of your Content, which we will provide to you. After that ten (10) day period, we have no obligation to provide your Content and do not promise that your Content will be retrievable.
22.2. No Assignment or Transfer. We may assign, transfer, or otherwise dispose our rights and obligations under the Terms, in whole or in part, at any time without notice. We may also assign the Terms to any third party for any or no reason. You may not assign, transfer, or otherwise dispose of your rights and obligations under the Terms, in whole or in part, at any time. The Terms shall be binding upon and shall inure to the benefit of the parties and their heirs, and permitted successors and assigns.
22.3. Waiver. The failure of either party to insist upon or enforce strict performance of any of the provisions of the Terms or to exercise any rights or remedies under the Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance.
22.4. Section Titles. The section titles and headings in the Terms are for convenience only and shall not be considered in its interpretation or having any legal or contractual effect whatsoever.
22.5. No Third Party Beneficiaries. You and we are not legal partners or affiliates but are independent contractors. The Terms are solely for the benefit of you and us and there shall be no third party beneficiaries except for permitted successors and our affiliates, suppliers and licensors.
22.6. Severability. If any provision of the Terms is held to be invalid, illegal or unenforceable, you and we agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect our original intentions, and that the remaining provisions shall remain in full force and effect.
22.7. Issues. Any dispute you wish to raise must be filed within one year. You must bring any claim related to the Terms within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If your claim is not filed in time in accordance with this Section 22.7, you understand that the claim is permanently barred.
22.8. Dispute Resolution. If a dispute arises out of or relates to your use of the Service, the Terms, or any breach of the Terms, and if such dispute cannot be settled through negotiation, you and we agree to first attempt, in good faith, to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to arbitration, litigation, or some other method of dispute resolution, provided, however, that nothing in this Section shall in any way dilute, waive, limit, or preclude our right to exercise any and all self-help remedies available to us under the Terms, including but not limited to rights to suspend or terminate your account. In addition and regardless of the above, we reserve our right to protect our intellectual property interests in the event of any actual or alleged infringement, misappropriation or misuse of the Service, our content or materials on the Service, or any of our other intellectual property or Confidential Information.
22.9. Governing Law. You are entering into these Terms with Foxwordy, Inc. with an address in California as listed below. These Terms, including any and all claims for breach, shall be governed by and interpreted in accordance with the laws of the State of California, U.S.A., without regard to its principles regarding conflicts of law. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for San Mateo County, California, USA, for all disputes arising out of or relating to these Terms.