Terms of Service
EFFECTIVE: August 1, 2021
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE "COPY5 SERVICES") OF COPY5, LLC ("COPY5") IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS.
PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
BY CLICKING/CHECKING THE "I AGREE" BUTTON/BOX, ACCESSING THE COPY5 WEBSITE OR BY UTILIZING THE COPY5 SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “AGREEMENT” OR “TERMS”). THE COPY5 SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.
Copy5 will provide Copy5 Services, and you may access and use Copy5 Services, in accordance with this Agreement. Copy5 may provide any Copy5 Services hereunder through any of its Affiliates. If You order Services through an on-line registration page or an order form (each an "Order Form"), the Order Form may contain additional terms and conditions and information regarding the Copy5 Services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Service which You choose to use, those additional terms are hereby incorporated into this Agreement in relation to Your use of that Service.
System Requirements. Use of Copy5 Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of Copy5 Services involves hardware, software, and Internet access, Your ability to access and use Copy5 Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
- 1 DEFINITIONS. The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice versa. “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity. “User” means an individual to who has an identifier and password and rights to access the Copy5 platform. "Initial Subscription Term" means the initial subscription term for a Service as specified in an Order Form. "Service Effective Date" means the date an Initial Subscription Term begins as specified in an Order Form. "Renewal Term" means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form.
- 2 SERVICES. Copy5 will provide Copy5 Services as
described on the Order Form, and standard updates to Copy5 Services
that are made generally available by Copy5 during the term. Copy5
may, in its sole discretion, discontinue Copy5 Services or modify
the features of Copy5 Services from time to time without prior
2.a Beta Services. Copy5 may, from time to time, offer access to services that are classified as Beta version. Access to and use of Beta versions may be subject to additional agreements. Copy5 makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided AS IS, may contain bugs, errors or other defects, and Your use of a Beta version is at Your sole risk.
3 USE OF SERVICES AND YOUR RESPONSIBILITIES. You
only use Copy5
Services pursuant to the terms of this Agreement. You are solely
responsible for Your and Your Users’ use of Copy5 Services and shall
abide by, and ensure compliance with, all laws in connection with
Your and each User’s use of Copy5 Services, including but not
limited to Laws related to recording, intellectual property, privacy
and export control. Use of Copy5 Services is void where prohibited.
3.a Registration Information. You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a username and password. You are entirely responsible for maintaining the security of Your username and password and agree not to disclose such to any third party.
3.b Your Content. You agree that You are solely responsible for the content ("Content") sent or transmitted by You or displayed or uploaded by You in using Copy5 Services and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content to Copy5 and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Copy5 be liable in any way for any (a) Content that is transmitted or viewed while using Copy5 Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Copy5 is not responsible for any Content, Copy5 may delete any Content, at any time without notice to You, if Copy5 becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, Copy5 Services.
3.c Recordings. You are responsible for compliance will all recording laws. The host can choose to record Copy5 meetings and Webinars. By using Copy5 Services, you are giving Copy5 consent to store recordings for any or all Copy5 meetings or webinars that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the meeting or webinar.
3.d Prohibited Use. You agree that You will not use, and will not permit any User to use, Copy5 Services to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of Copy5 Services; (ii) knowingly or negligently use Copy5 Services in a way that abuses, interferes with, or disrupts Copy5’s networks, Your accounts, or Copy5 Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through Copy5 Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of Copy5 Services; or (vi) use Copy5 Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation;(vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of Copy5 Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Copy5 or other users of Services; (viii) engage in any activity or use Copy5 Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt Copy5 Services, or any servers or networks connected to Copy5 Services or Copy5's security systems. (ix) use Copy5 Services in violation of any Copy5 policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations.
3.e Limitations on Use. You may not reproduce, resell, or distribute Copy5 Services or any reports or data generated by Copy5 Services for any purpose unless You have been specifically permitted to do so under a separate agreement with Copy5. You may not offer or enable any third parties to use Copy5 Services purchased by You, display on any website or otherwise publish Copy5 Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from Copy5 Services or use Copy5 Services for the development, production or marketing of a service or product substantially similar to Copy5 Services.
- 4 RESPONSIBILITY FOR USERS. You are responsible for the activities of all Users who access or use Copy5 Services through your account and you agree to ensure that any such User will comply with the terms of this Agreement and any Copy5 policies. Copy5 assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of Copy5 Services by any person, please contact Copy5 at [email protected]. Copy5 may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Copy5 be liable in any way for any data or other content viewed while using Copy5 Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
- 5 COPY5 OBLIGATIONS FOR CONTENT. Copy5 may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Copy5 be liable in any way for any data or other content viewed while using Copy5 Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
- 6 ELIGIBILITY. You affirm that You are at least 12 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.Your access may be terminated without warning if we believe that You are under the age of 12 or are otherwise ineligible.
- 7 INTENDED USE; RESTRICTION ON USE BY CHILDREN. Copy5 Services are intended for business use. You may choose to use Copy5 Services for other purposes, subject to the terms and limitations of this Agreement. Copy5 is not intended for use by individuals under the age of 12.
- 8 CHARGES AND CANCELLATION. You agree that Copy5 may charge to Your credit card or other payment mechanism selected by You and approved by Copy5 ("Your Account") all amounts due and owing for Copy5 Services, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. Copy5 may change prices at any time, including changing from a free service to a paid service and charging for Services that were previously offered free of charge; provided, however, that Copy5 will provide you with prior notice and an opportunity to terminate Your Account if Copy5 changes the price of a Service to which you are subscribed and will not charge you for a previously free Service unless you have been notified of the applicable fees and agreed to pay such fees. You agree that in the event Copy5 is unable to collect the fees owed to Copy5 for Copy5 Services through Your Account, Copy5 may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by Copy5 in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that Copy5 may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. You may cancel your subscription at any time. If you cancel, you will not be billed for any additional terms of service, and service will continue until the end of the current Subscription Term. If you cancel, you will not receive a refund for any service already paid for.
- 9 TERMINATION. The Copy5 website contains information on how to terminate Your Account. If you have purchased a Service for a specific term, such termination will be effective on the last day of the then-current term. Your Order Form may provide that a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. If You fail to comply with any provision of this Agreement, Copy5 may terminate this Agreement immediately and retain any fees previously paid by You. Sections 1 and 3 through 20, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of Copy5 Services. If at any time You are not happy with Copy5 Services, Your sole remedy is to cease using Copy5 Services and follow this termination process.
- 10 PROPRIETARY RIGHTS. Copy5 and/or its suppliers, as applicable, retain ownership of all proprietary rights in Copy5 Services and in all trade names, trademarks, service marks, logos, and domain names ("Copy5 Marks") associated or displayed with Copy5 Services. You may not frame or utilize framing techniques to enclose any Copy5 Marks, or other proprietary information (including images, text, page layout, or form) of Copy5 without express written consent. You may not use any meta tags or any other "hidden text" utilizing Copy5 Marks without Copy5's express written consent.
- 11 COPYRIGHT. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Copy5 may deny access to Copy5 Services to any User who is alleged to infringe another party's copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please notify Copy5 at [email protected].
- 12 EXPORT RESTRICTIONS. You acknowledge that Copy5 Services, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). Copy5 will provide the U.S. export classification(s) applicable to its Services upon request. You and Your Users may not access, use, export, re-export, divert, transfer or disclose any portion of Copy5 Services or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) You and Your Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) and that You and Your Users will not access or use Copy5 Services, or export, re-export, divert, or transfer Copy5 Services, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; (ii) You and Your Users located in China, Russia, or Venezuela are not Military Users and will not put Copy5’s Services to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) no Content created or submitted by You or Your Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control and Sanctions Laws; and (iv) You and Your Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.
- 13 NO HIGH RISK USE. Copy5 Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Copy5 Services shall not be used for or in any HIGH RISK environment.
- 14 INJUNCTIVE RELIEF. You acknowledge that any use of Copy5 Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to Copy5 Services, may cause irreparable injury to Copy5, its Affiliates, suppliers and any other party authorized by Copy5 to resell, distribute, or promote Copy5 Services ("Resellers"), and under such circumstances Copy5, its Affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
- 15 NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT COPY5 SERVICES ARE PROVIDED "AS IS" AND COPY5, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COPY5, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF COPY5 SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH COPY5 SERVICES OR THAT COPY5 SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF COPY5 SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF COPY5 SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF COPY5 SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF COPY5 SERVICES REMAINS WITH YOU. COPY5 DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. COPY5 CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF COPY5 SERVICES. USE IS AT YOUR OWN RISK.
- 16 INDEMNIFICATION. You agree to indemnify, defend and hold harmless Copy5, 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 Copy5 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.
- 17 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COPY5 OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE COPY5 SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF COPY5, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, COPY5'S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR COPY5 SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
- 19 MISCELLANEOUS
19.a Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of Texas, U.S.A., as applied to agreements entered into and to be performed in Texas by Texas residents. Except as provided in Exhibit A, the Parties consent to the exclusive jurisdiction and venue of the state courts located in and serving Travis County, Texas and the federal courts in the Western District of Texas.
19.b Waiver and Severability. Failure by either Party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
19.c General Provisions. This Agreement embodies the entire understanding and agreement between the Parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter, except that if You or Your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of Copy5 Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. Copy5 may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. Copy5 will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or ten (10) business days from the date of notice, if such is provided), they will be binding on You. If You do not agree with the changes, You should discontinue using Copy5 Services. If You continue using Copy5 Services after such ten-business-day period, You will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes.