This agreement (the “agreement”) is a legal agreement between you, either an individual or a single legal entity (“you”) and the warmglue project (“warmglue”). This agreement governs your use of warmglue’s products, software, and services, including any updates and accompanying written documentation provided to you (the “product, software, and services”).
Except for changes by warmglue as described above, no other amendment or modification of these terms will be effective unless in writing and signed by both you and warmglue.
warmglue frequently changes the products, software, and services with the aim of improving its offerings. warmglue may suspend or discontinue any part of the products, software, or services, introduce new features, impose limits on certain features, or restrict access to all or parts of the products, software, or services, at any point in time, without notice. Similarly, warmglue reserves the right to remove any content from the products, software, or services at any time, for any reason, in warmglue’s sole discretion, without notice. warmglue reserves the right to charge for certain or all products, software, or services at any point of time.
You must be a registered user to access the products, software, and services using your email address and associated passwords. You are responsible for keeping your passwords associated with your email addresses, third party accounts, and user access secure. You will be solely responsible and liable for any activity that occurs associated with your user. If you lose a password associated with your user, you can reset it with your email service provider.
warmglue is not intended for use by persons under the age of 16, and will delete personal information from children under 16 as quickly as possible. If you are under 16, please do not attempt to register for warmglue or send any personal information about yourself to warmglue. If you believe that a child under 16 may have provided warmglue personal information, please contact warmglue at firstname.lastname@example.org.
You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the products, software, and services and gotten your parent or guardian to agree to these terms on your behalf). If you’re agreeing to these terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these terms on that organization or entity’s behalf and bind them to these terms (in which case, the references to “you” and “your” in these terms, except in this sentence, refer to that organization or entity). You will only use the products, software, and services for your own internal, noncommercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the products, software, or services is prohibited by applicable laws, then you aren’t authorized to use the services. warmglue can’t and won’t be responsible for your using the products, software, or services in a way that breaks the law. You’re responsible for any activity associated with your account.
You are solely responsible for your conduct and your data related to the products, software, and services. You agree to indemnify, defend, and hold harmless warmglue and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of the products, software, and services, or your violation of these terms.
The products, software, and services are made available to you only for your personal or business use, which use must be in compliance with all applicable laws, rules, and regulations; must not infringe upon or violate third party rights; must not be harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; jeopardizes the security of your warmglue account or anyone else’s; attempts, in any manner, to obtain the password, account, or other security information from any other user; violates the security of any computer network, or cracks any passwords or security encryption codes; runs maillist, listserv, any form of autoresponder or “spam” on the products, software, or services, or any processes that run or are activated while you are not logged into the products, software, or services, or that otherwise interfere with the proper working of the products, software, or services (including by placing an unreasonable load on the products’, software’s, or services’ infrastructure); crawls, scrapes, or spiders and page, data, or portion of or relating to the services or content (through use of manual or automated means); or copies or stores any significant portion of warmglue’s content. You may not make commercial use of the products, software, and services, including but not limited to selling or distributing the products, software, and services to any third party.
Any information or content transmitted through the products, software, or services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk. warmglue isn’t liable for any error or omissions in that information or content or for any damages or loss you might suffer in connection with it. warmglue cannot control and have no duty to take any action regarding how you may interpret and use the content or what actions you may take as a result of having been exposed to the content, and you hereby release warmglue from all liability for you having acquired or not acquired content through the products, software, or services. warmglue cannot guarantee the identity of any users with whom you interact in using the products, software, or services, and are not responsible for which users gain access to the products, software, and services. You are responsible for all content you contribute, in any manner, to the products, software, and services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You represent and warrant that you have all rights necessary to submit the user submissions (including information relating to individuals who are not warmglue users) to warmglue and through the products, software, and services. You are responsible for all your activity in connection with the products, software, and services.
Your interactions with organizations and/or individuals found on or through the products, software, or services, including without limitation payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that warmglue shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on the products, software, or services, or between users and any third party, you agree that warmglue is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release warmglue, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the products, software, or services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Any unauthorized use of the warmglue system is a violation of this agreement, certain United States federal and state laws, and potentially certain laws local to your legal jurisdiction. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.
The products, software, and services may collect certain non-personally identifiable information that resides on your device, including, without limitation, statistics relating to how often it is used, performance metrics relating to the products, software, and services, and configuration settings. This information collected will be sent to warmglue and may be used by warmglue without restriction.
Subject to the terms and conditions of this agreement, warmglue grants you a non-exclusive, non-transferable, non-sublicensable limited and revocable license to use the products, software, and services for which you have paid the applicable fees and taxes, and to use warmglue products, software, and services for the sole and exclusive purposes of your personal or business purposes. Certain third party code may be provided with the products, software, and services. The third party license terms accompanying such code, and not the terms of this agreement, will govern your use of such code. warmglue reserves all other rights to its products, software, and services.
The products, software, and services and their structure, organization, source code, and documentation contain valuable trade secrets of warmglue and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute any aspect of the products, software, and services or any derivative thereof to any third party (2) modify, adapt, translate, or prepare derivative works from the products, software, and services, (3) decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the products, software, and services, (4) extract portions of the software’s files for use in other applications, or (5) remove, obscure, or alter warmglue’s or any third party’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the products, software, and services.
You agree that warmglue shall have the right to automatically and without notice renew your license to continue to use the products, software, or services upon expiration of your license period, and that as part of such renewal warmglue shall have the right to charge the applicable renewal fees and any applicable taxes to any credit card payment method on file with your account. You agree that if you elect not to permit warmglue the right to automatically renew your license to use the products, software, and services or maintain your payment information on file, then warmglue may terminate your license.
You agree that you have seven (7) calendar days from the date that your license was renewed to elect to discontinue your use of the products, software, and services. If you elect to discontinue your use of the products, software, and services within this period, you will be issued a full refund for the amount of your current license renewal. You are responsible for ensuring that warmglue has current and accurate records necessary, to renew your license, including without limitation, your payment information (such as credit card payment data).
At no time will a refund be issued for a service period of less than one calendar month. warmglue does not offer any refunds for purchases of the products, software, and services, except as expressly provided in this agreement.
The material displayed or performed or available on or through the products, software, and services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, user submissions, and so forth (all of the forgoing, the “content”) are protected as copyright or intellectual property. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any content your access through the products, software, and services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including warmglue’s) rights. The products, software, and services may allow you to copy or download certain content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply - they do!
If you store a user submission in your own personal warmglue account, in a manner that is not viewable by any other user except you (a “personal user submission”) you grant warmglue the license above, as well as a license to display, perform, and distribute your personal user submission for the sole purpose of making that personal user submission accessible to you and providing the products, software, and services necessary to do so. If you share a user submission only in a manner that only certain specified users can view (for example, by sharing contact or calendar information with one or more users) (a “limited audience user submission”), then you grant warmglue the licenses above, as well as a license to display, perform, and distribute your limited audience user submission for the sole purpose of making that limited audience user submission accessible to such other specified users, and providing the products, software, and services necessary to do so. Also, you grant such other specified users a license to access that limited audience user submission, and to use and exercise all rights in it, as permitted by the functionality of the products, software, and services.
You agree that the licenses you grant are perpetual, royalty-free, irrevocable, worldwide, transferable, with right of sublicense. Furthermore, you understand and agree that warmglue, in performing the required technical steps to provide the products, software, and services to users (including you), may need to make changes to your user submissions to conform and adapt those user submissions to the technical requirements of connected networks, devices, services, or media, and the forgoing licenses include the rights to do so.
You acknowledge that warmglue or third parties own all right, title, and interest in and to the computer source code related to the products, software, and services, portions thereof, or software or content provided through or in conjunction with the products, software, or services, including without limitation all intellectual property rights. Except for the license granted in this section, all rights in and to the products, software, or services are reserved, and no implied licenses are granted by warmglue.
If you have comments on the products, software, or services, or ideas on how to improve them, please contact warmglue at email@example.com. Please note that by doing so, you also grant warmglue a perpetual, royalty-free, irrevocable, worldwide, transferable license, with right of sublicense, to use and incorporate your ideas or comments into the products, software, or services (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.
warmglue is a trademark of the warmglue project.
This agreement is effective upon any use, including during a trial period of warmglue’s products, software, or services, and remains in effect until your account is terminated.
This agreement automatically terminates if you fail to comply with its terms and conditions. warmglue reserves the right to refuse or discontinue participation to any user at any time at its sole discretion. You agree that, upon such termination, you will discontinue all use of the products, software, or services and that your access rights will immediately terminate.
warmglue is also free to terminate (or suspend access to) your use of the products, software, or services or your account, for any reason in warmglune’s discretion. warmglue has the sole right to decide whether you are in violation of any restrictions set forth in these terms.
Account termination may result in destruction of any content associated with your account, so keep that in mind before you decide to terminate your account. warmglue will try to provide you advance notice prior to terminating your account so that you can retrieve important user submissions stored in your account (to the extent allowed by law and these terms), but warmglue may not do so if it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights, property, operations, or interests of warmglue.
The terms in this agreement concerning consent to collect non-personal information; intellectual property; disclaimer of warranties; limitation of liabilities; obligations you have to pay or indemnify us; governing law, dispute resolution, and venue; user submissions, personal user submissions, and limited audience user submissions; and entire agreement and assignment will survive expiration or termination.
If this agreement terminates, other than for your failure to comply, warmglue has no obligation to provide you with a copy of your data and may remove and discard any data.
THE PRODUCTS, SOFTWARE, OR SERVICES AND ANY THIRD PARTY SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. WARMGLUE AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS, SOFTWARE, AND SERVICES AND SUCH THIRD PARTY SOFTWARE OR SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU USE THE PRODUCTS, SOFTWARE, OR SERVICES, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PRODUCTS, SOFTWARE, OR SERVICES, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE PRODUCTS, SOFTWARE, OR SERVICES AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
UNDER NO CIRCUMSTANCES SHALL WARMGLUE, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PRODUCTS, SOFTWARE, OR SERVICES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF WARMGLUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
WITHOUT LIMITING THE FORGOING, THE TOTAL AGGREGATE LIABILITY OF WARMGLUE, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO WARMGLUE FOR THE PRODUCTS, SOFTWARE, OR SERVICES. IF THE PRODUCTS, SOFTWARE, OR SERVICES ARE PROVIDED WITHOUT CHARGE, THEN WARMGLUE AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.
YOU AGREE TO INDEMNIFY AND HOLD WARMGLUE, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES) ARISING FROM OR IN ANY WAY RELATED TO ANY THIRD PARTY CLAIMS RELATING TO (A) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT OR IN CONNECTION YOUR SUBMISSION OF ANY USER SUBMISSIONS TO WARMGLUE) AND (B) YOUR VIOLATION OF THESE TERMS.
THE FORGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS, SOFTWARE, OR SERVICES, FROM INABILITY TO USE THE PRODUCTS, SOFTWARE, OR SERVICES, OF FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS, SOFTWARE, OR SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
THE PRODUCTS, SOFTWARE, OR SERVICES ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND THE LICENSEE AGREES THAT THE LICENSOR WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE PRODUCTS, SOFTWARE, OR SERVICES.
You acknowledge that the products, software, or services which are the subject of this agreement may be controlled for export purposes. You agree to comply with all United States export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. If you are located in a country subject to embargo by the United States government, you are not entitled to use the products, software, and services.
You are responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection to the products, software, and services, provided that warmglue may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or warmglue to exercise, in any way, any right herein shall not be deemed as a waiver of any rights hereunder.
The failure of warmglue to exercise or enforce any right or provision of this agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this agreement to unenforceable, that provision will be limited or eliminated, to the minimum extent necessary, so that the remainder of this agreement will continue in full force and effect and enforceable.
You and warmglue agree that these terms supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these terms. You hereby acknowledge and agree that unless otherwise stated in a separate contract with warmglue, you are not an employee, agent, partner, or joint venture of warmglue, and you do not have any authority of any kind to bind warmglue in any respect whatsoever. You and warmglue agree that there are no third party beneficiaries intended under these terms.
This agreement will be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement.
All domestic (United States) disputes arising under or relating to this agreement shall be resolved by final and binding arbitration conducted before a single arbitrator. Notwithstanding the provisions governing domestic dispute arbitration, any dispute arising under this agreement that involves a dispute between warmglue and a person who is neither a citizen nor a resident of the United States shall, at either party’s request, be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, with such arbitration to be conducted in the United States. The administrative expenses, arbitrator fees, and facility charges associated with the arbitration, whether domestic or international, shall be split equally between the parties. Each party shall be solely responsible for its attorney fees, expert witness fees, and other costs, fees, and expenses.
The arbitrator shall render a naked award. Judgment on any arbitral award under this agreement may be entered in any court of competent jurisdiction. It is the intent of the parties that neither the award nor any resulting judgment have res judicata (claim preclusion) or collateral estoppel (issue preclusion) effects except as between the parties themselves.
The arbitration undertaking in this agreement shall be governed by, construed, and interpreted in accordance with the Federal Arbitration Act, 9 U.S.C. 1 et seq. and, in the case of arbitrations involving one or more non-U.S. parties, by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards and the U.S. legislation implementing the same, 8 U.S.C. 201 et seq.
Any arbitration under these terms will take place on an individual basis; class arbitrations and class actions are not permitted.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND WARMGLUE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
To the extent that the arbitration provisions of this agreement do not apply, this agreement will be subject to the exclusive jurisdiction of the state and federal courts serving San Francisco County, California, United States, in English, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit warmglue from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.
Entire agreement and assignment: You may not assign, transfer, or delegate any of your rights or obligations under this agreement to a third party without the prior written consent of warmglue. warmglue may freely assign, transfer, or delegate this agreement. Any attempted assignment, transfer, or delegation in violation of the forgoing will be void from the beginning.