Last Modified: March 26, 2014
Thank you for using Infinote! These terms of service (the “Terms”) govern your access to and use of Infinote Corporation’s (“we” or “our”) websites and services (the “Services”), so please carefully read them before using the Services.
By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will refer to that organization.
You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract with Infinote and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.
Your Stuff & Your Privacy
By using our Services you provide us with information, files, and folders that you submit to us (together, “your stuff”). You retain full ownership to your stuff. We don’t claim any ownership to any of it. These Terms do not grant us any rights to your stuff or intellectual property except for the limited rights that are needed to run the Services, as explained below.
We may need your permission to do things you ask us to do with your stuff, for example, hosting your files, or sharing them at your direction. This includes product features visible to you, for example, image thumbnails or document previews. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services. This permission also extends to third parties we work with to provide the Services (“Service Providers”).
You are solely responsible for your conduct, the content of your stuff, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to use your stuff and to comply with these Terms.
We may choose to review publicly posted or shared content for compliance with our community guidelines, but you acknowledge that we have no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.
Sharing Your Stuff
The Services provide features that allow you to share your stuff with others or to make it public. There are many things that users may do with that stuff (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. Infinote has no responsibility for that activity.
Files and other content in the Services may be protected by intellectual property rights of others. You may not copy, upload, download, or share files unless you have the right to do so. You, not we, will be fully responsible and liable for anything you copy, share, upload, download or otherwise use while using the Services. You may not upload spyware or any other malicious software to the Services.
You, and not we, are responsible for maintaining, protecting and backing up all of your stuff. You agree that we are not promising that stuff you upload or process using the Services will not be lost or corrupted in the process and you agree that we will not be liable for any loss or corruption of your stuff, or for any costs or expenses associated with backing up or restoring any of your stuff, even if we cause the loss or corruption.
If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current. You may not use the Services if you are under 13 years of age. By agreeing to these Terms, you are representing to us that you are over 13.
You are responsible for and must provide all hardware, software, services and other components necessary to access and use the Services, other than the Software. We make no representations, warranties, or assurances that your hardware, software, services and other components will be compatible with the Software or Service. We reserve the right to change or upgrade any equipment or software that we use to provide the Services without notice to you. We may install security patches, updates, upgrades and service packs (“Updates”) as we determine in our sole discretion, and we reserve the right, but not the obligation, to roll back any Updates. Updates may change system behavior and functionality and as such may negatively affect the Services used by you. We will not be responsible or liable for service disruption or changes in functionality or performance due to Updates. We will not be responsible or liable for issues that may arise from incompatibilities between your stuff and use of the Software or Services and any Update or hardware or software change or configuration, regardless of whether discretionary or requested.
You are responsible for safeguarding the username, password and other access credentials that you use to access the Services (“Access Credentials”) and you agree not to disclose your Access Credentials to any third party. You are responsible for any activity using your Access Credentials, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account and of any actual or potential disclosure of your Access Credentials. You acknowledge that if you wish to protect your transmission of data or files to us, it is your responsibility to use a secure encrypted connection to communicate with the Services. We make no representations or warranties as to the security of any such encrypted connection, however, and you agree that we will have no liability if it fails to protect your transmission.
Software and Updates
Some use of our Services requires you to download a client software package (“Software”). We hereby grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights or if your account expires or is terminated for any reason. We hereby reserve all rights not expressly granted in these Terms. You may not reverse engineer or decompile the Software or the Services, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available. Our pause syncing feature pauses syncing of your files, but may not cease all data transfer, so you should exit the desktop client if you’d like to stop data transfer.
In addition, we may provide you additional third party software to support the beta program. The license of this third party software provided by us is limited, nontransferable and valid only for the duration of the beta program.
Infinote Property and Feedback
These Terms do not grant you any right, title, or interest in the Services, Software, or the content in the Services. We appreciate it when users send us feedback. We will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you and your users to us, including any postings in our forums. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights under any of these or any rights to use the Infinote trademarks, logos, domain names, or other brand features.
Limitations on Use
You will not, and will not attempt to, misuse the Software or Services, and will use the Software and Services only in a manner consistent with the Infinote Acceptable Use Policy. We may change this policy from time to time. By using the Services, you agree to the new terms. So please check it periodically to make sure you understand the current terms.
You may only use the Software and Services for your own internal business, non-residential and non-personal use. You may not allow any third party, including your vendors and service providers, to access or use the Software or Services.
We respect others’ intellectual property and asks that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:
100 S Murphy Ave #200
Sunnyvale, CA 94086
The Services may contain links to third-party websites or resources. We do not endorse and are not responsible or liable for their availability, safety or accuracy or for their related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.
Though we’d much rather you stay, you can stop using our Services any time [by using the process provided on our website for terminating your account]. We reserve the right to suspend or end the Services and to suspend or terminate your account and your access to the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.
Termination will not cancel or waive any fees owed to us or incurred prior to or on termination. You agree that we may charge that unpaid balance to your account on file or otherwise bill you for that unpaid balance. On termination, you must promptly uninstall all Software. We may irrevocably delete all of your stuff in from our systems 14 calendar days after termination. It will be solely your responsibility to secure all necessary stuff from your account prior to termination. We will not be responsible or otherwise liable for any loss of your stuff or any damages arising from the deletion of your stuff following termination of the Services.
Infinote is Available “AS-IS”
THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS MADE REGARDING THE RESULTS OF THE SERVICES OR SOFTWARE, OR THAT USE OF THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED, OR THAT THE SERVICES OR SOFTWARE’S FUNCTIONALITY WILL MEET YOUR REQUIREMENTS. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT INFINOTE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO US FOR SERVICES OVER THE THREE MONTHS PRIOR TO THE DATE ON WHICH THE EVENTS GIVING RISE TO THE LATEST CLAIM OCCURRED (I.E. IF TOTAL LIABILITY ON PRIOR CLAIMS EXCEEDS THAT THREE-MONTH AMOUNT CALCULATED FOR THE CURRENT CLAIM, THERE WILL BE NO FURTHER LIABILITY FOR THAT CLAIM). Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
You will defend, indemnify, save, and hold us and our affiliates, officers, employees, agents, suppliers or licensors harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, costs of investigation, and the amount of any settlements, asserted against us and them that may arise or result from your use of the Services or the Software, your breach of this Agreement, your negligence, willful misconduct or violation of applicable law, or any of your own stuff, services or products.
The export and re-export of the Software may be controlled by the United States Export Administration Regulations. The Software may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States. If you are a resident or national of, or a business located in, any of those countries, you may not download or use the Software. In addition, the Software may not be distributed to persons on the Table of Denial Orders; the Entity List; or the List of Specially Designated Nationals.
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we may, but have no obligation to, notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services [and terminate your account by using the process provided on our website for terminating your account].
All notices, consents, waivers, and other communications under this Agreement must be (a) in writing and (b) delivered by U.S. Express Mail, internationally recognized overnight delivery service (e.g. UPS) or e-mail. Absent fraud or manifest error, a receipt signed by the addressee or such addressee’s authorized representative, a U.S. Express Mail receipt, a signed delivery service confirmation or an e-mail confirmation of delivery will constitute proof of delivery. The actual receipt by the addressee of any notice will constitute delivery notwithstanding the failure to have complied with any provisions of this paragraph. Notice will be deemed to have been received on the date and time of the signed receipt or confirmation of its delivery or transmission, unless that receipt or confirmation date and time is not a business day or is after 5:00 p.m. local time on a business day, in which case such notice will be deemed to have been received on the next succeeding business day. Notices to will be addressed to you at the address you enter as part of your electronic acceptance of these Terms and the establishment of your account and, as to us, as follows:
100 S Murphy Ave #200
Sunnyvale, CA 94086
or as set forth in any notice of change of address previously given to the other party by notice (or, in your case, through the contact information change utility on our website).
Miscellaneous Legal Terms
THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS FOR SANTA CLARA COUNTY, CALIFORNIA, AND BOTH PARTIES CONSENT TO VENUE AND TO THE PERSONAL JURISDICTION OF SUCH COURTS AND AGREE TO THE SERVICE OF PROCESS BY ANY MEANS CONSTITUTING NOTICE UNDER THESE TERMS. These Terms constitute the entire and exclusive agreement between you and us with respect to the Services, and supersede and replace any prior understanding and agreements between us respecting their subject matter. These Terms create no third party beneficiary rights. Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but we may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. We and you are not legal partners or agents; instead, our relationship is that of independent contractors.