These Terms of Use (“Terms”) apply to the services provided by ProjectUs.io Inc. (“ProjectUs”, “we”, “us” or “our”), including the Website hosted on the domain projectus.ai (collectively, “Websites”), and all services provided by us in connection with such Websites or otherwise, to you (“User,” “Users” “you” or “your”), as well as functionality or services we may choose to provide through some other mechanism (collectively the “Services”).
PLEASE READ THESE TERMS OF USE (THE “AGREEMENT”) CAREFULLY BECAUSE THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND PROJECTUS. IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE SERVICES. BY ACCESSING, UPLOADING INFORMATION TO, OR OTHERWISE USING, THE SERVICES, YOU AGREE (1) TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE AT LEAST 18 YEARS OLD, (3) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND (4) YOU ACCEPT THIS AGREEMENT. THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES, WHICH (I) REQUIRES THAT YOU AND PROJECTUS ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT; AND (II) LIMITS CLASS ACTION CLAIMS.
1.1. General. We are a technology company that provides feedback to you based on the audio and video of your side of a video conference conversation. We are a communication feedback tool only: we provide feedback and advice based on best practices, but do not guarantee any particular result. You are not eligible to use the Services if (i) you do not live in the U.S., or (ii) you are under eighteen (18) years of age. You hereby represent and covenant to us that you satisfy these eligibility requirements.
1.2. Third Party Components. The Services may leverage third party services (which may include third party video conferencing platforms, third party messaging apps, third party databases, calendars, and the like) (“Third Party Components”). ProjectUs has no responsibility or liability for any act, omission, or occurrence that is at all associated with any Third Party Component, and your use of any Third Party Component shall be subject to the terms and conditions applicable thereto.
1.3. Certain Restrictions. You shall not (i) impersonate any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (ii) harass or threaten any person; (iii) access or use another user's account without permission, or solicit another user's login information; (iv) “frame” or “mirror” any portion of the Services; (v) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent any aspect of the Services; (vi) harvest or collect information about or from other users of the Services; or (vii) use the Services on behalf or for the benefit of any third party.
2.1. Privacy Policy. Our Privacy Policy (“Privacy Policy”) [URL], describes our collection, use and disclosure of data and information in connection with the Services. We may update our Privacy Policy from time to time, in accordance with its terms. Our Privacy Policy is incorporated into this Agreement, and by using the Services you agree to the collection, use and disclosure practices in our Privacy Policy.
2.2. User Information. You may provide to ProjectUs information about yourself in connection with your use of the Services (collectively the “User Information”).
2.3. Communication Acknowledgement. By providing User Information, you acknowledge and agree that you may receive emails, phone calls, text messages, push notifications, or other communications from us regarding the Services or about your use of our Services, and you may also receive marketing materials from us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically shall be deemed to satisfy any legal communication requirements to the extent permitted under applicable law. These communications may contain User Information. To opt out of receiving any marketing communications from us, please follow the unsubscribe link in the applicable correspondence. Note that you may continue to receive communications related to the Services.
2.4. Confidentiality. ProjectUs agrees to keep the User Information confidential and not to disclose it to any third party (other than as set forth in the Privacy Policy), except to the extent the User Information is or becomes generally available to the public through no act or omission of ProjectUs; was in ProjectUs' lawful possession prior to the disclosure; is lawfully disclosed to ProjectUs by a third party without restriction on disclosure; or is disclosed by operation of law. ProjectUs has the right to use for any purpose (other than sale to a third party) any aggregated, anonymized information that it derives from the combination of your User Information with the information from other users (provided that, for clarity, such information cannot be used to identify any User and cannot be connected to any User).
2.5. Use of Information. You hereby grant to ProjectUs a perpetual, irrevocable, royalty-free, worldwide right and license to copy, display, make derivative works of and otherwise use your User Information to provide the Service and to develop or improve any ProjectUs product or service (subject in all respects to ProjectUs's confidentiality obligations in Section 2.4 and the terms of our Privacy Policy, including your right to delete your User Information).
3.1. Materials. The Services are owned and operated by ProjectUs. All content and all other elements (whether written or otherwise) of the Services (collectively, the “Materials”), as well as their selection and arrangement, and all intellectual property and other rights relating to Materials, are the property of ProjectUs. You agree not to directly or indirectly sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
3.2. Feedback. You may provide feedback, ideas and suggestions to ProjectUs (collectively, “Suggestions”). If you provide any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.
You agree that ProjectUs may suspend or terminate your use of any Services or any portion thereof at any time, for any or no reason, and you agree that ProjectUs will not be liable to you or any third party for any such termination.
THE SERVICES ARE MADE AVAILABLE “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. PROJECTUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PROJECTUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to indemnify, defend and hold harmless ProjectUs, 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) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity or applicable law.
7.1. Limitation. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL PROJECTUS (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF PROJECTUS OR A PROJECTUS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL PROJECTUS (OR ITS AFFILIATES', CONTRACTORS', EMPLOYEES', DIRECTORS, OFFICERS, OR AGENTS') TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY OR OTHERWISE) EXCEED THE GREATER OF (I) THE FEES PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY AND (II) ONE HUNDRED U.S. DOLLARS ($100).
7.2. Exceptions. APPLICABLE LAW IN YOUR STATE MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT PROJECTUS'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR STATE.
You hereby release and forever discharge us (and our directors, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to: (i) any interactions with, or act or omission of the Services; or (ii) any Third Party Component. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
YOU ACKNOWLEDGE AND AGREE THAT PROJECTUS HAS OFFERED THE SERVICES ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS, THE LIMITATIONS OF LIABILITY, AND THE RELEASE SET FORTH ABOVE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS, THE LIMITATIONS OF LIABILITY AND THE RELEASE SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PROJECTUS, AND THAT THE FOREGOING FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PROJECTUS. PROJECTUS WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THE FOREGOING.
10.1. Applicable Law. This Agreement, and any dispute between you and us, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.
10.2. Arbitration. You agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to this Agreement, our Services and/or our Privacy Policy shall be finally resolved by arbitration conducted in the English language in Boston, Massachusetts under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and we hereby expressly waive trial by jury. We shall appoint one arbitrator. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement.
10.3. No Class Action. Any claims brought by you or us must be brought in that party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor us will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf. To the extent either party is permitted by law or court of law to proceed with a class or representative action against the other, the parties hereby agree that: (i) the prevailing party shall not be entitled to recover attorneys' fees or costs associated with pursuing the class or representative action (not withstanding any other provision in this agreement); and (ii) the party who initiates or participates as a member of the class will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
10.4. Changes to Arbitration Procedures. Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any change to the arbitration procedures (other than a change to any notice address or link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to remove the arbitration procedures from this Agreement, such removal shall not be effective until thirty (30) days after the version of this Agreement not containing the arbitration procedures is posted to our Websites, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal. This agreement to arbitrate will survive the termination of your relationship with us.
11.1. Severability, Waiver. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
11.2. Assignment. This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you. ProjectUs may at any time, for any reason and without restriction, transfer or assign this Agreement and the obligations contained in this Agreement to a third party. You hereby acknowledge and agree that if another company acquires ProjectUs or substantially all of our assets (by sale, merger, or otherwise), that transaction may include a sale or transfer of your User Information and you agree to such transfer without further action or confirmation.
11.3. Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification, as well as any other provisions which by their nature are intended to survive expiration or termination of this Agreement, do and hereby survive any expiration or termination of this Agreement or any termination of your use of access to any Services.
11.4. Headings; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. The word “including” means “including without limitation”. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both you and ProjectUs, or by a change to this Agreement.
11.5. Modification. We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion upon notice to you, and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Updated” date above, which shall constitute notice to you. Your continued use of the Services is deemed to confirm your acceptance of the Update. We encourage you to frequently review this Agreement to ensure you understand the latest terms and conditions associated with use of the Services. If you do not agree to the Update, you must discontinue using the Services.