Softmodal Terms of Service

Welcome

Welcome to Softmodal (the "Service"). The Service is provided by Softmodal LLC.

By using our Service, you agree to these terms. If you are using the Service on behalf of a business who does not have a separate contract in effect with us, that business accepts these terms. If you are using the Service on behalf of a business who has a separate contract in effect with us, the terms of that contract will govern your use of the Service.

Acceptable Use

You must not use the Service to harm others. You must not use the Service in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy or rights of personality or in any manner inconsistent with these terms.

You promise that you will not and will not encourage or assist any third party to:

  1. misuse the Service;
  2. use any automated means to access the Service;
  3. use the Service to build a similar website or service;
  4. modify, copy, decompile, disassemble, reverse engineer or translate any part of the Service;
  5. sell, lease or sublicense the Service or access thereto without Softmodal's prior, express, written permission;
  6. engage in any unlawful or fraudulent activity;
  7. send unsolicited spam;
  8. send or store inappropriate content;
  9. send or store malicious computer code;
  10. access or attempt to access another account or another account's confidential data.

You must not use the Service in any way that distracts you or prevents you from obeying traffic and safety laws.

Your account

You may need a Softmodal account to access some parts of the Service. If you are part of a business your employer or an administator may assign an account to you.

You must keep your password confidential. You are responsible for any activity that happens in your account.

Softmodal reserves the right to deactivate your account for any reason.

Third Party Services and Content

Through your use of the Service you may be exposed to third party services and content. You are responsible for reviewing and understanding any terms and conditions regarding those services and content. Any transactions with a third party are between you and the third party only. You agree that Softmodal will not be responsible for the performance of the third party or the veracity of third party content.

Ownership and Relationship of Parties

The Service may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Softmodal's rights apply to the Service and all output and executables of the Service, excluding any software components developed by you which do not themselves incorporate the Service or any output or executables of the Service. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these Terms of Use. Softmodal owns all rights, title, and interest in and to the Service. These Terms of Use grant you no right, title or interest in any intellectual property owned or licensed by Softmodal, including, but not limited to the Service and Softmodal trademarks.

Disclaimer of Warranties

Your use of the Service is entirely at your own risk. SOFTMODAL DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS OR WILL BE FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS OR IS RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID. THE SERVICE IS PROVIDED "AS IS" AND SOFTMODAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

Indemnification

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Softmodal and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

Limitation of Liability

SOFTMODAL SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT SOFTMODAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SOFTMODAL BE LIABLE TO YOU FOR ANY AMOUNT.

General Terms

  1. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the Terms of Use, you and Softmodal shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. Neither party shall have any authority to assume or create any obligation for or on behalf of the other party, express or implied, and neither party will attempt to bind the other party to any contract.
  2. Invalidity of Specific Terms. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.
  3. Locations of Lawsuit and Choice of Law. The Terms of Use and the relationship between you and Softmodal shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Softmodal agree to submit to the personal jurisdiction of the courts located within the county of Los Angeles, California.
  4. No Waiver of Rights by Softmodal. Softmodal's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.
  5. Miscellaneous. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of the Terms of Use. Any construction or interpretation to be made of the Terms of Use shall not be construed against the drafter. The Terms of Use constitute the entire agreement between Softmodal and you with respect to the subject matter hereof.
  6. Non-Transferability. This license is personal to you and you may not assign or transfer it to any third party without Softmodal's prior written consent and any such purported assignment shall be void.
  7. Advertising and Publicity. Both parties agree not to advertise or publicize your use of the Service without first submitting a draft of the proposed advertisement or press release to the other party for their written approval, which shall not be unreasonably delayed or withheld.
  8. Security. Both parties agree to take reasonable and customary measures common in the IT industry to secure their systems from virus, hacker, and denial of service attacks, and you agree that Softmodal may immediately slow down or cut off service to you if necessary to temporarily halt an attack originating with or through you until such time as you take corrective action.
  9. You understand that use of the Service requires the use by you of software produced by third parties and you agree that Softmodal takes no responsibility therefore.
  10. You understand that the use of the Service involves the transmission of your data over the Internet and over various networks, only part of which may be owned or operated by Softmodal, and that Softmodal takes no responsibility for data which are lost, altered, intercepted or stored without your authorization during the transmission of any data whatsoever across networks not owned or operated by Softmodal.

Term and Termination

You may stop using the Service at any time. We may add or remove features of the Service or suspend or stop the Service altogether at any time.