Agreement with Uffizzi for Guest Blogger Posting
1. General Terms
1.1 Your relationship with Uffizzi is governed by this agreement (the “Terms”). “Uffizzi” means Idyl Technologies, LLC, a Delaware limited liability corporation with its principal place of business at 626 Main St, Nashville, TN 37206, and its subsidiaries and Affiliates (as defined below) involved in providing the Uffizzi Services and Website. The “Uffizzi Services” means the Uffizzi Cloud computing platform, the Uffizzi API, Uffizzi Website and any other software or services offered by Uffizzi in connection to any of those, excluding Third Party Services. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2 In order to post or have your content posted on the Uffizzi Website, you must first agree to the Terms. You can agree to the Terms by posting or giving Uffizzi permission to post your content on its website. You understand and agree that Uffizzi will treat your use of the Uffizzi Services as acceptance of the Terms from that point onwards.
1.3 Your agreement with Uffizzi is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Uffizzi or any of its Affiliates regarding future functionality or features.
2. Your Account and Use of the Uffizzi Services
2.1 You must provide accurate and complete personal information any time you register to use the Uffizzi Services and Website. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Uffizzi immediately.
2.2 Your use of the Uffizzi Services and Website must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You may not access the Uffizzi Services and Website for the purpose of bringing an intellectual property infringement claim against Uffizzi or for the purpose of creating a product or service competitive with the Uffizzi Services.
3. Service Policies and Privacy
3.1 You agree to comply with the Uffizzi Acceptable Use Policy available at the Uffizzi website which is incorporated herein by this reference and which may be updated from time to time.
4. Content on the Uffizzi Services and Website
4.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Uffizzi Services and Website are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.”
4.2 Uffizzi reserves the right to remove any or all Content from the Uffizzi Services and Website. In the event that you elect not to comply with a request from Uffizzi to take down certain Content, Uffizzi reserves the right to directly take down such Content.
4.3 You agree that you are solely responsible for (and that Uffizzi has no responsibility to you or to any third party for) any Content that you create, transmit or display.
4.4 You agree that Uffizzi has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Uffizzi Website. You further acknowledge that you are solely responsible for securing and backing up any Content.
5. Proprietary Rights
5.1 You acknowledge and agree that Uffizzi (or Uffizzi's licensors) own all legal right, title and interest in and to the Uffizzi Services and Website, including any intellectual property rights which subsist in the Uffizzi Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
5.2 Except as provided in Section 8, Uffizzi acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Uffizzi Services and Website, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Uffizzi, you agree that you are responsible for protecting and enforcing those rights and that Uffizzi has no obligation to do so on your behalf.
6. License from Uffizzi and Restrictions
6.1 Uffizzi gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to post Uffizzi approved blog content on the Uffizzi Website. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Uffizzi Website
6.2 Uffizzi reserves the right to approve your content at its sole discretion prior to posting. Uffizzi also reserves the right to re-arrange the placement of your content or pull your content from its site at its sole discretion. Uffizzi does not guarantee the posting of any content for any period of time.
6.3 Uffizzi hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Uffizzi trademarks and/or logos. You will use the trademarks for the sole purpose of promoting or advertising that you use or promote the Uffizzi Services and solely in accordance with the then current Trademark Usage Guidelines for Uffizzi. You agree that all goodwill generated through your use of the Uffizzi marks shall inure to the benefit of Uffizzi.
7. License from You
7.1 Uffizzi claims no ownership or control over any Content. You retain copyright and any other rights you already hold in the Content, and you are responsible for protecting those rights, as appropriate. By submitting, posting, displaying, or by authorizing Uffizzi to post your Content on the Uffizzi Website you give Uffizzi a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content.
7.2 As the sole owner of your content you may remove or request the removal of your content from the Uffizzi Website. Requests to remove content will be executed within 2 business days of the request. Any such requests should be emailed to email@example.com.
7.3 You may choose to or we may invite you to submit comments or ideas about the Uffizzi Services, including without limitation about how to improve the Uffizzi Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Uffizzi under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
7.4 You agree that Uffizzi, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Uffizzi Services.
8. Modification and Termination of the Uffizzi Services
8.1 Uffizzi is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Uffizzi Services which Uffizzi provides may change from time to time without prior notice to you. Changes to the form and nature of the Uffizzi Services and Website will be effective with respect to all versions of the Uffizzi Services and Website; examples of changes to the form and nature of the Uffizzi Services include without limitation security patches, added functionality and other enhancements.
8.2 You are solely responsible for exporting your Content and Application(s) from the Uffizzi Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
8.3 Upon any termination of use of the Uffizzi Services or Website the Terms will also terminate, but Sections 5.1, 2 shall continue to be effective after the Terms are terminated.
9. Warranties, Exclusive Remedies, and Disclosures
9.1 Uffizzi warrants that (i) it has validly entered into these Terms and has the legal power to do so.
9.2 You warrant that You have validly entered into this Agreement and have the legal power to do so.
9.3 NOTHING IN THESE TERMS, INCLUDING SECTIONS 9 AND 10, SHALL EXCLUDE OR LIMIT EITHER PARTY'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
9.4 UFFIZZI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE UFFIZZI SERVICES AND WEBSITE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UFFIZZI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE UFFIZZI SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE UFFIZZI SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE UFFIZZI SERVICES WILL BE ACCURATE.
10. Limitation of Liability
10.1 SUBJECT TO SECTION 12.3, NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED $2,000.
10.2 SUBJECT TO SECTION 12.3 ABOVE, NEITHER PARTY (NOR A PARTY'S SUBSIDIARIES AND AFFILIATES) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY THE OTHER PARTY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
10.3 THE LIMITATIONS ON LIABILITY IN PARAGRAPH 13.2 ABOVE SHALL APPLY WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
11.1 You shall defend Uffizzi against any claim, demand, suit or proceeding made or brought against Uffizzi by a third party arising from or in any way related to (a) your breach of the Terms, (b) your use of the Uffizzi Services, (c) your violation of applicable laws, rules or regulations in connection with the Uffizzi Services, or (d) your Content or your Application (“Claim Against Uffizzi”), and shall indemnify Uffizzi for any damages, attorney fees and costs finally awarded against Uffizzi as a result of, and for amounts paid by Uffizzi under a court-approved settlement of, a Claim Against Uffizzi; provided that Uffizzi (a) promptly gives you written notice of the Claim Against Uffizzi, (b) gives you sole control of the defense and settlement of the Claim Against Uffizzi (provided that you may not settle or defend any Claim Against Uffizzi unless it unconditionally releases Uffizzi of all liability), and (c) provides to you all reasonable assistance, at your expense.
11.2 Uffizzi shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of the Uffizzi Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You”), and shall indemnify you for any damages, attorney fees and costs finally awarded against you as a result of, and for amounts paid by you under a court-approved settlement of, a Claim Against You; provided that you (a) promptly give Uffizzi written notice of the Claim Against You, (b) give Uffizzi sole control of the defense and settlement of the Claim Against You (provided that Uffizzi may not settle or defend any Claim Against You unless it unconditionally releases you of all liability), and (c) provide to Uffizzi all reasonable assistance, at Uffizzi's expense. In the event of a Claim Against You, or if Uffizzi reasonably believes the Uffizzi Services may infringe or misappropriate, Uffizzi may in its discretion and at no cost to you (i) modify the Uffizzi Services so that they no longer infringe or misappropriate, (ii) obtain a license for your continued use of the Uffizzi Services in accordance with this Agreement, or (iii) terminate your subscription for such Uffizzi Services upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination.
12. Copyright Policy
You agree to set up a process to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act (“DMCA notices”). It is Uffizzi's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in upon receipt of a valid DMCA notice.
13. Other Content
13.1 The Uffizzi Services may include hyperlinks to other web sites or content or resources or email content. Uffizzi may have no control over any web sites or resources which are provided by companies or persons other than Uffizzi.
13.2 You acknowledge and agree that Uffizzi is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
13.3 You acknowledge and agree that Uffizzi is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
14. Non-GA Services
From time to time Uffizzi may invite you to try, at no charge, Uffizzi products or services that are not generally available to Uffizzi customers (“Non-GA Services”). You may accept or decline any such trial in its sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Non-GA Services are not considered “Uffizzi Services” hereunder and are provided “AS IS” with no express or implied warranty. Uffizzi may discontinue Non-GA Services at any time in its sole discretion and may never make them generally available.
15. General Legal Terms
15.1 The Terms, including all Order Forms, constitute the whole legal agreement between you and Uffizzi and govern your use of the Uffizzi Services (but excluding any services which Uffizzi may provide to you under a separate written agreement), and completely replace any prior agreements between you and Uffizzi in relation to the Uffizzi Services. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of the Terms and any Order Form, the terms of such Order Form shall prevail.
15.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
15.3 If Uffizzi provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
15.4 You agree that Uffizzi may provide you with notices by email, regular mail, or postings on the Uffizzi Services. By providing Uffizzi your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
15.5 You agree that if Uffizzi does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Uffizzi has the benefit of under any applicable law), this will not be taken to be a formal waiver of Uffizzi ‘s rights and that those rights or remedies will still be available to Uffizzi.
15.6 The Terms, and your relationship with Uffizzi under the Terms, shall be governed by the laws of the State of Tennessee without regard to its conflict of laws provisions. You and Uffizzi agree to submit to the exclusive jurisdiction of the courts located within Davidson County, Tennessee to resolve any legal matter arising from the Terms.
15.7 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of your use of the Uffizzi Services upon written notice to the assigning party.