For the avoidance of doubt, these Terms supplement and do not modify or replace any other agreements entered into between you and Drud, including, but not limited to, a Master Subscription Agreement or other agreement with customers for access and use of Drud’s products or services (the “Main Agreement”).
YOU MAY NOT ACCESS, OR ATTEMPT TO ACCESS, THE PORTIONS OF THE PLATFORM THAT REQUIRE A PASSWORD OR ELEVATED PERMISSIONS FOR ACCESS OTHER THAN AS AN AUTHORIZED USER PURSUANT TO THE MAIN AGREEMENT OR THESE TERMS
Failure to use the Platform or Materials in accordance with these Terms may subject you to civil and criminal actions and penalties under applicable law. Except with respect to the Main Agreement, these Terms constitute the entire and only agreement between Drud and you and supersede all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the Materials and Platform. These Terms may be amended by Drud at any time without notice to you. Your continued use of the Platform indicates your acknowledgment of, and consent to, updated Terms.
Requirements and Restrictions:
- When accessing the Platform and Materials, you represent that you are of sufficient age to form legally binding contracts. The Platform and Materials are not designed to solicit or collect information of any kind from persons under the age of 13, and we do not knowingly collect any information from persons under the age of 13.
- Drud reserves the right to discontinue or modify the Platform or Materials, temporarily or permanently, at any time without notice.
- You agree to provide accurate information when interacting with the Platform or Materials. Failure to provide accurate contact information, and billing information may result in you not receiving access to the Platform or Materials. In addition to other remedies available to Drud, if you provide fraudulent, misrepresented, or otherwise untruthful information, we may terminate your access and prevent you from using the Platform or Materials in the future.
- You agree to comply with all applicable federal, state, or local laws, ordinances, regulations, rules, decisions, orders, or requirements in connection with your use of the Platform and Materials.
- You may not use the Platform or Materials in any manner that negatively impacts Drud or its authorized users.
By using the Platform, you represent and warrant that you meet all of the requirements listed above. Note that by representing and warranting, you are making a legally enforceable promise.
Drud may refuse service, close accounts of any user and change eligibility requirements at any time under the Agreement.
Closing your account- You or Drud may terminate your Agreement at any time and for any reason by giving notice to the other party. We may suspend your account, under an Agreement, at any time, with or without notice. Once your Agreement account is terminated, you acknowledge and agree that we may permanently delete your account and all of the data associated with it.
Your Main Agreement, if you have one, will dictate the terms of closing of your account and will supercede the Agreement.
When you set up your Account you will be required to pick a tier If you go over any plan limits repeatedly for the plan that you picked, you will be required to either cancel your account, or upgrade your account by signing a Main Agreement with Drud.
Ownership. Subject to the limited rights expressly granted herein, Drud reserves all rights, title, and interest in and to the Platform and Materials, including all related intellectual property rights.
Limited Rights; Restrictions. Your right to use the Materials is set forth your Main Agreement, as may be supplemented and modified by these Terms. Certain Materials are subject to an open source license and you agree that the terms of such license will govern your use of those Materials. The Platform and Materials may not be used for any benchmarking or other competitive purposes. Copying, redistribution, use, display, or publication by you of any part of the Platform or Materials is strictly prohibited. You may not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Platform or Materials. Except in connection with permitted activity pursuant to a Drud partner program, you may not link to the Platform without Drud’s prior written consent. You may not: (i) access or use the Platform in any manner that could damage, disable, overburden, or impair any Drud accounts, computer systems, or networks; (ii) attempt to gain unauthorized access to any parts of the Platform or any accounts, computer systems, or networks; or (iii) interfere or attempt to interfere with the proper working of the Platform, Materials, or any accounts, computer systems, or networks.
This Platform is not a part of the “Drud Services” or “Services” (as defined in your Main Agreement) and does not grant to you the right to access or use an account of the Drud Services or Services. If you require a development account of the Drud Services or Services, please contact Drud. Upon any termination of your Main Agreement, you must cease access of the Platform and destroy all full and partial copies of the Materials immediately and, if requested by Drud, certify in writing that the Materials were destroyed.
If the use of any aspect of the Platform requires you to register for an account, you must complete the registration process by providing us with current, complete, and accurate information as required by the applicable registration form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Platform are restricted to authorized users only. You agree not to share your passwords, account information, or access to the Platform with any other person. You are responsible for maintaining the confidentiality of passwords and account information, and you are responsible for all activities that occur through the use of your passwords or accounts, or as a result of your access to the Platform. You agree to notify Drud immediately of any use of your passwords or accounts that you did not authorize or that is not authorized by these Terms or the Main Agreement.
If you suspect that the Platform or Materials include a security vulnerability, you agree to report such suspected vulnerability to email@example.com.
If you are a user of the Services pursuant to your Main Agreement, the Drud Acceptable Use Policy also applies to you.
U.S. Government Rights. The Materials are “commercial items” as such term is defined at FAR 2.101. If you are a U.S. Federal Government (Government) Executive Agency (as defined in FAR 2.101), Drud provides the Materials, including any related software, technology, technical data in accordance with the following: (a) if acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD), the Government acquires in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to users set forth in these Terms; or (b) if acquired by or on behalf of an Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in these Terms. In addition, DFARS 252.227-7015 (Technical Data-Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative Agency or Federal Judicial Agency will obtain only those rights in technical data and software customarily provided to the public as set forth in these Terms. If any Federal Executive Agency, Federal Legislative Agency, or Federal Judicial Agency has a need for rights not conveyed under the terms described in this Section, it must negotiate with Drud to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. This U.S. Government Rights Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under these Terms.
Trademark Information. You are expressly prohibited from using Drud’s trademarks, service marks, name, and logos without Drud’s prior written consent in each instance. Without limiting the foregoing, you acknowledge and agree that you may not use the name”Drud Technology, LLC”, “Drud, Inc.” or “Drud” or any other Drud intellectual property to endorse or promote products derived from the Materials without express and specific prior written permission of Drud.
Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement on the Platform or through the Materials, please provide Drud’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Drud that your copyrighted material has been infringed.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the Platform;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Drud’s Copyright Agent for notice of claims of copyright infringement on the Platform can be contacted as follows:
Drud Technology, LLC
Attn: Privacy Officer
700 Broadway Suite 800
Denver, CO 80203
Editing, Deleting, and Modification. Drud reserves the right to change, edit, or delete any documents, information, or Materials appearing on the Platform.
Indemnification. You agree to indemnify, defend and hold Drud and its respective directors, officers, shareholders, employees, agents, attorneys, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim or expense, including reasonable attorneys’ fees, related to your use of the Platform or Materials, or any violation of these Terms.
Assignment. Drud may assign these Terms to an entity in connection with a merger, acquisition, asset transfer, or corporate reorganization.
WARRANTY DISCLAIMER. THE Platform AND THE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DRUD AND ITS AFFILIATED PARTIES DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. DRUD DOES NOT WARRANT THAT THE Platform OR MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, CORRECT, ACCURATE, OR RELIABLE, THAT DEFECTS WILL BE CORRECTED, THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT SECURITY METHODS EMPLOYED WILL BE SUFFICIENT.
LIMITATION OF LIABILITY. IN NO EVENT WILL DRUD OR AFFILIATED PARTIES BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING HEREFROM OR RELATED HERETO IN ANY CAUSES OF ACTION OF ANY KIND, EVEN IF DRUD WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. DRUD’S AGGREGATE LIABILITY TO YOU FOR EVERY REASON UNDER THESE TERMS WILL BE LIMITED TO US\$50.00. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US FROM OR THROUGH THE Platform OR MATERIALS WILL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
Links to Other Websites; Third Party Materials. The Platform and Materials may now, or hereafter, contain links to third-party webPlatforms or content provided by third parties, including User Submissions, as defined below (collectively, “Third Party Materials”). Drud does not control, investigate, monitor, or check such Third Party Materials. Drud is not responsible for the Third Party Materials or opinions expressed therein. The inclusion of Third Party Materials on the Platform does not imply approval or endorsement of such Third Party Materials by Drud. If you decide to leave the Platform and access any Third Party Materials, you do so at your own risk. The Third Party Materials may be subject to the terms of third-party license agreements that may be made available to you when you view or download the applicable Third Party Materials.
User Submissions. Certain areas of the Platform (such as forums, customer ratings, or review areas) may permit you to submit feedback, feature requests, comments, information, ideas, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“User Submissions”). All User Submissions that you submit will be considered non-confidential by Drud. By submitting such User Submissions to us: (i) you represent and warrant that Drud’s use of your User Submissions does not and will not breach any agreement, violate any law, or infringe any third party’s rights and that such User Submissions are accurate and true; (ii) you represent and warrant that you have all necessary rights and authorizations, including any required authorization from your employer or company with which you are affiliated, to enter into these Terms and provide User Submissions; (iii) you understand and agree that Drud is free to use in any manner all or part of the User Submissions on an unrestricted basis without the obligation to notify, identify, or compensate you or anyone else; and (iv) you grant Drud, and to the extent applicable other Drud customers, all necessary rights, including a waiver of all privacy and moral rights, to use and display all User Submissions, in whole or in part, or as a derivative work, without any duty by Drud to anyone whatsoever. You acknowledge that you are responsible for and bear all risk as to the use or distribution of User Submissions.
In addition, in the event that you provide User Submissions to Drud for publication as a Drud “Customer Success” story, Drud may, in its sole discretion, accept, reject, and edit such content. Any such editing will be in good faith, and Drud will endeavor not to misrepresent your testimonials.
If you provide User Submissions to Drud for publication as a product or service review on the Platform, Drud may (i) edit such User Submissions for style or length and (ii) to the extent the review is negative, as determined by Drud in its reasonable opinion, provide such User Submission to the developer or distributor of such product or service for consideration or response and enable such developer or distributor to contact you directly to discuss your User Submissions, and you expressly authorize Drud to share your contact information with such developer or distributor for such purpose. Drud is not obligated to provide you with any feedback or response related to a User Submission or to post or publish User Submissions. If Drud provides you with feedback of any kind, Drud retains all right, title, and interest in and to such information, and you may use such information for your non-commercial internal business purposes only. If you are viewing User Submissions in the form of a product or service review any review area on the Platform, be advised that Drud may not post or publish all User Submissions related to such product or service, and that Drud may modify the original User Submissions as permitted in these Terms.
To the extent that your User Submissions are feature requests and notwithstanding anything to the contrary set forth in these Terms, you agree that Drud will own all right, title, and interest in and to such User Submissions and you are not a contributing inventor to any inventions that may arise from Drud’s development of any products, services or applications implementing such User Submission. In the event that you are determined to be a contributing inventor by any court or government agency competent to make such a determination, at Drud’s request you will (i) cooperate with Drud in procuring patents to protect the invention; (ii) execute all necessary paperwork required to procure patents to the invention on Drud’s behalf; and (iii) request execute any ownership assignments of any patents or patent applications. To the extent Drud does not own a User Submission, you hereby grant to Drud a nonexclusive, worldwide, irrevocable, perpetual, transferable, fully paid-up, royalty free, sublicensable license to all such rights.
Any unreleased services or features discussed on the Platform are not currently available and may not be delivered on time or at all. If you post a feature request on the Platform, Drud may comment on the feature request by appending a status to the request in order to communicate with the Drud community regarding implementation of feature requests. Posting a status to a feature request does not impose any obligation on Drud, such as, for example, to develop, implement, release, use, or not use such feature request, and Drud can change the status at any time in its sole discretion.
You are expressly prohibited from collecting information about other users of the Platform, Materials, or Service for the purpose of sending, or to facilitate the sending of, unsolicited bulk communication, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other solicitation to other users of the Platform. Drud retains the right to remove or correct any posting that violates these Terms or Drud’s policies, at its sole discretion. Certain User Submissions may be subject to additional terms and requirements.
Export Compliance. The Materials and derivatives thereof may be subject to export and import laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit any access or use any Materials in or from a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, and Syria) or in violation of any export or import law or regulation of any jurisdiction.
Force Majeure Drud will not be held Liable for any delays or failure in performance of any part of the Platform due from any cause beyond our control. This includes but is not limited to, acts of god, changes in laws or regulations , embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic actions, unusually severe weather conditions, and acts of hackers, or third party internet service providers.
Miscellaneous. Any cause of action by you with respect to the Platform or Materials must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions will be subject to the limitations set forth under “Warranty Disclaimer” and “Limitation of Liability” above. The language in these Terms will be interpreted as to its fair meaning and not strictly for or against you or us. Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. To the extent that anything in or associated with the Platform or Materials is in conflict or inconsistent with these Terms, these Terms will take precedence. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision.
Dispute Resolution. These Terms will be governed by the laws of the State of Colorado, excluding conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. In the event of a dispute, Drud encourages you first to contact Drud to resolve your problem directly with us. You may contact Drud regarding any complaints or disputes at firstname.lastname@example.org.
Except in the event that Drud or an Affiliated Party seeks a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets, or confidential information, any and all disputes, claims or controversies arising out of or relating to these Terms must be submitted to JAMS for mediation before arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a party providing JAMS a written request for mediation setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator will be a retired judge who has had experience with technology disputes. The parties agree that they will participate in the mediation in good faith and share equally in its costs. The mediation will take place in Denver, Colorado.
If for any reason a claim proceeds in court rather than in arbitration, you and Drud each waive any right to a jury trial and agree to proceed only on an individual basis and not in a class, consolidated, or representative action. The parties hereby appoint the arbitrator the exclusive power to rule on any challenges to the requirement for the use of alternative dispute resolution in these Terms.
Except as explicitly provided in these Terms, all claims you bring against Drud must be resolved in accordance with this Dispute Resolution section. Any claim filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this section, Drud may recover from you attorneys’ fees and costs up to \$1500 per claim, provided that Drud first has notified you in writing of the improperly filed claim and you have failed to promptly withdraw the claim.
Version: May, 2019