HARPOON CORP. (the “Company”, “us”, “our”,“we”) PROVIDES THE INFORMATION AND PRODUCTS CONTAINED ON THIS WEBSITE UNDER THE FOLLOWING TERMS AND CONDITIONS. BY ACCESSING AND/OR USING THIS WEBSITE AND/OR OUR PRODUCTS YOU ARE ACCEPTING THE TERMS AND CONDITIONS AS STATED HEREIN. PLEASE REVIEW THESE TERMS AND CONDITIONS CAREFULLY. IF YOU DO NOT AGREE TO THEM, YOU SHOULD NOTUSE THIS WEBSITE OR OUR PRODUCTS.
Agreement and Modifications
This Terms and Conditions Agreement (“Agreement”) specifies the terms and conditions for access to and use of harpoon.io, app.harpooncorp.com, and all other affiliated websites and desktop applications (collectively, “Website”) and the products and services provided on the Website and any necessary software used in connection with such products and services (each individually a “Product” and collectively, the “Products”), whether as a guest or a registered user. Company reserves the right to modify the Agreement at any time, with or without notice, except as otherwise provided herein, in our sole and absolute discretion, upon the posting of a modified Agreement to the Website, and any such modification shall in turn become the new “Agreement”. Any such modification will be effective immediately and apply to all access to and use of the Website and Products thereafter, regardless of notice, unless otherwise specified in the Agreement. Notwithstanding the foregoing, any changes to the dispute resolution provisions set forth in “Applicable Law; Waiver of Jury Trial” will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted to the Website. Each time you access theWebsite or use the Products will constitute and be deemed your unconditional acceptance of the Agreement. It is your responsibility to review and become familiar with any modifications. We recommend you review the Agreement each time you access the Website or use theProducts so you are aware of any changes, as they are binding on you. You may review the most recent version of the Agreement at https://harpoon.io/terms
Products Provided; Pricing Terms
We will provide Products using commercially reasonably level of skill and care. Products may be temporarily unavailable for scheduled or unscheduled maintenance, either by Company or any third-party providers, or because of other causes beyond our control.
Payment Information
When placing an order, you will be required to provide your payment information. You represent and warrant that you are authorized to use the payment method you provide to us and that the information that you provide to us is accurate and valid. Additionally, you authorize us and our payment processor, as applicable, to (a) store your payment information, and (b) use any payment information you provide to us at any time to automatically charge or debit all payments on the date that the payments are due. Your authorization for us to automatically use debit and credit charges for payments on the applicable due dates will remain in full force and effect until you cancel your subscription to our Products. Revocation of debit or credit authorization does not relieve you from your payment obligations, including applicable due dates.
Pricing
The prices for our Products are listed on the Website at https://www.harpoon.io/pricing. Our prices are listed for month-to-month subscriptions. Our prices are subject to change at any time and from time to time in our sole and absolute discretion. Notwithstanding anything to the contrary contained in this Agreement, if we change our prices while you are subscribed to our Products such new price will become effective beginning on the next month of your subscription, regardless of notice of such price change. Accordingly, we recommend that you review the prices listed on the Website before the start of each monthly renewal to determine whether price changes have been made. If you do not agree to the price changes, your sole remedy is to terminate your subscription and cease using the Products prior to your monthly renewal. Failure to terminate your subscription and cease using the Products prior to any changes become effective signifies and confirms your acceptance of any such price changes. You will be responsible for paying any sales, use, and excise taxes, duties, and charges of any kind related to the Products that you subscribe to. If we are required to collect and/or pay such sales, use, excise, or other taxes on other duties or charges, you shall reimburse us upon receipt of an invoice, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. You may not withhold payment of any amount due and payable by reason of any setoff of any claim or dispute with us.
Refunds
Except as provided in this Section, all sales are final and all payments made to us are earned upon receipt. In the event that you terminate your use of the Products in accordance with the terms of the “Termination by You” Section below, you will be refunded a pro-rata portion of the subscription fee you paid to us for the then applicable term.
Late Fees
If you fail to pay any amount when due, you acknowledge and agree that we incur damages arising from the delay. You agree that the damages for such delay are impossible or very difficult to ascertain. Accordingly, if you have not paid any amount when due, then beginning on the next day you agree to pay Company, as liquidated damages and not a penalty, late fees at an interest rate equal to ten percent (10%) per annum, which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full. You expressly agree that the liquidated damages provided for under the Agreement area reasonable forecast of the just compensation for harm caused by a breach due to your failure to timely pay. Accordingly, the liquidated damages provided for hereunder are compensatory, not punitive. You further agree that we may, in our sole discretion, apply payments made by you to any of your outstanding invoices, notwithstanding any direction by you regarding application of the payment.
Non-Payment
Notwithstanding anything to the contrary contained in the Agreement and without limiting any of Company’s other rights, if you fail to timely make a payment and/or your payment is rejected for any reason, Company may at any time in its sole and absolute discretion, with or without notice, cease providing Products, terminate the Agreement, and/or suspend your access to the Website, and/or Products effective immediately.
Accurate Contact Information
To access the Website and Products or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and Products and solely your responsibility to provide us with current, correct, and complete information.
Account Security
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website and Products or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are notable to view or record your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the Agreement.
Intended Audience
Our Website and Products are intended for adult use only. The Website and Products are not intended for anyone under the age of eighteen (18) years in all states except the following:a) nineteen (19) years in the states of Alabama and Nebraska; and b) twenty-one (21) years in the state of Mississippi. We make no claims that the Website, Products, or any of its content is accessible or appropriate for use outside of the United States. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
By using the Website and Products, you represent and warrant that you are of legal age to form a binding contract with Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or Products.
Termination
Termination by You
You may cancel your subscription and request that we cease providing Products to you by selecting cancel subscription within the Product’s application. Such termination will be effective immediately. Please note that regardless of such request, you are still obligated to pay for your subscription, including a prorated amount for the month in which you cancel.
Termination by Company
Company may at any time in its sole and absolute discretion, with or without notice, cease providing any Product, terminate the Agreement, and/or suspend your access to the Website and/or Products effective immediately. Further, Company reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Website and any Product (or any part thereof) with or without notice. You agree that Company will not be liable to you or any third party for any modification, suspension, or discontinuance of the Website or any Product.
General Use
The Website and our Products are designed for personal and internal business purposes to assist you with deploying and configuring your software. You may not use any Product or the Website for any other purpose. You agree that Company has made no implied or written promises or guarantees regarding the outcome of your software. Additionally, you acknowledge and agree thatCompany is not responsible for any material input by you or products or services provided by any third party. It is your sole and exclusive responsibility to ensure that information that you provide to us is true and correct. You may not modify, copy, create derivative works from, display, distribute, lease, lend, license, redistribute, reproduce, perform, publish, rent, sell, send, sublicense, transfer, time-share, or otherwise infringe on, impair, or take any action that would jeopardize any intellectual property rights related to any information, content, software, products, or services obtained from or otherwise connected to the Website or Products. Further, you agree that you will not:
Use the Website or Products in connection with or to promote any product, service, or material that violates any applicable law or regulation.
Post materials or use a Product to create, store, or transmit materials which constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, unsolicited mass distribution of e-mail (spam), multi-level marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, or libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive, unlawful, or tortious content.
Post materials or use a Product to create, store, or transmit materials that infringes on the intellectual property rights, privacy rights, or on the personal/publicity rights of others.
Post materials or use a Product to create, store, or transmit material that advertises or solicits business.
Allow other persons or parties to use your identification to view or post on the Website or use a Product.
Engage in any conduct which restricts or inhibits any other person from using and enjoying the Website or any Product, interferes with or disrupts the integrity or performance of the Website or any Product, or which exposes Company, its customers, or suppliers to any liability or detriment of any type.
Attempt to gain unauthorized access to the Website, any Product, or any of their content, related systems, or networks or engage in or attempt to engage in any potentially harmful acts that are directed against the Website or any Product.
Frame or mirror any part of the Website or any Product.
Use any meta tags or other hidden text using our name or intellectual property.
Use any manual or automated spider, robot, or other software to “scrape” or download data from any of our web pages.
Take any action through the Website or Products that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane.
Take any action through the Website or Products that impersonates any person or entity.
Use the Website or any Product for purposes of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
Company reserves the right, but not the obligation, to do any or all of the following if a violation of the Agreement occurs:
Investigate allegations and determine to remove or request the removal of any uploads, files, software (including source code), communications, posts, and other content and materials (collectively, “User Content”) sand/or remove account access.
Remove User Content which is abusive, illegal, or disruptive, or that otherwise fail to conform with the Agreement.
Disclose your identity or other information about you to any third party who claims that User Content provided by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website or any Product.
Terminate your access to the Website and/or Product.
Monitor, edit, delete, or disclose any activity on the Website or within the Products.
In addition to the foregoing, we expressly reserve the right to take any action we deem necessary to protect our users, our staff, our business, and the public. It is expressly agreed that we have no liability or responsibility to you, other users of the Website or Products, or any other person or entity for the performance or nonperformance of the aforementioned actions. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone uploading or downloading materials to or from the Website or Products or otherwise using theWebsite or Products.
YOU WAIVE AND HOLD HARMLESS COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OWNERS, AND DIRECTORS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Tampering
You may not modify, move, add to, delete, or otherwise tamper with the information contained on the Website or Products. You agree not to adapt, decompile, decode, discover any source code or underlying algorithms of the Products, “unlock”, modify, reverse engineer, reverse compile, disassemble, translate, or unlawfully use or reproduce or create derivative works based on any software, copyrighted or trademarked material, trade secrets, confidential information, service, or other proprietary information contained on the Website or Products, in whole orin part, or assist any third party in performing such prohibited acts.
Trademarks, Copyrights, and Intellectual Property Rights
You acknowledge and agree that all content included on the Website and Products, including any documentation, articles, content, case studies, features, functionality, techniques, and processes are our exclusive property or the property of our content providers and is protected under applicable copyright, patent, trademark, and other proprietary rights. You further acknowledge and agree that the Products, including any necessary software used in connection therewith, contain proprietary and confidential information that is the property of Company and our licensors, and is protected by applicable intellectual property and other laws. Any copying, redistributing, use, or publication by you or any such content or any part of the Website is prohibited, except as expressly permitted in the Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of theWebsite or Products. Additionally, no rights or title to any of the Products is provided, transferred, or assigned to you except as expressly set forth in the Agreement, subject to the limitations provided in the Agreement. For purposes of clarification, any attempts by you to modify, rent, lease, loan, sell, distribute, reverse engineer, or create derivative works based on the Website or Products, in whole or in part, or any attempt to break into the Website or Products, are expressly prohibited unless authorized by Company in writing.
Without limiting the foregoing, you acknowledge and agree that any trademark, service marks, logos, designs, graphics, icons, scripts, trade names, service names, trade dress, and copyrighted work appearing on theWebsite or Product are the property of Company or the party that provided such intellectual property to Company. You acknowledge and agree that Company has the exclusive rights in the harpoonCorp. trademarks and service marks, including all goodwill associated therewith. Company, and any party that provides intellectual property to Company, retain all rights with respect to any of their respective intellectual property appearing on the Website and Products, and no rights in such materials are transferred or assigned to you. If you would like to contact Company regarding the use or licensing of our trademarks, service marks, or other intellectual property, you may contact us at legal@harpoon.io. For purposes of clarification, unless and until Company agrees in writing to provide you with the right to use or license such trademarks, service marks, or intellectual property, you have no interest in any of our property by or through your use of the Website and/or any of the Products.
You may not remove or obscure our copyright or trademark notices in either hardcopy or machine-readable portions of the Website or Products. Any distribution of original or reproduced materials, whether for profit or not, is copyright infringement and is protected and administered by criminal and civil statutes. Any unauthorized reproduction, modification, distribution, derivative works from, or any exploitation of our content in whole or in part is prohibited and will be considered a violation of the Agreement.
License
Subject to the terms of, and your full and continued compliance with the Agreement, we grant you a limited, nonexclusive, revocable, nontransferable, and non-sublicensable license to use the Website and Products (but not any source code) solely as contemplated by the Agreement and in compliance with all applicable laws. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in this Agreement. Any unauthorized use by you of the Website or Products terminates any and all of your license rights.
Company’s Right to Materials Submitted by You
You may submit User Content to us. You understand and acknowledge that you are responsible for any User Content you submit to us, including for its legality, reliability, accuracy, and appropriateness. We retain full editorial control and may refuse to accept any submission for any reason. Every submitted piece of User Content may be, but does not need to be, in our sole and absolute discretion, reviewed for compliance with applicable state and federal law, and editorial changes may be made at our discretion. Once User Content is accepted, it becomes the property of Company and may be distributed by Company in our sole and absolute discretion.
By submitting User Content, you agree that such submission is nonconfidential for all purposes and is your original work. If you make any submission to any area of the Website or Products, you automatically warrant that the owner of such content or intellectual property has granted Company a royalty-free, perpetual, irrevocable, worldwide, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the User Content in any media or medium, or any form, format, or forum now known or hereafter developed without restriction and without compensation to you or any third party and regardless of the form or medium in which we use it.
Notwithstanding the foregoing, we do not claim any right, title, or interest in any files or software (including source code) which you upload to our Products in compliance with the terms of the Agreement. You represent and warrant that you are the owner of such uploaded software or have a license to upload such software to the Products. You acknowledge it is solely your responsibility to protect such software.
Company Work Product Rights
All documents and forms that are provided by us on the Website are exclusive products created by us for use by you when using our Products. Information contained therein may constitute proprietary, intellectual, and trade secrets of Company which may not be shared with any parties without our express written consent.
Case Study/Return on Investment Release
You grant Company the right to publish your information for promotional purposes or for the use as case study examples on the Website. Company names, location, Products paid, and final outcome may be among the information featured to potential users on theWebsite. Additionally, Company may ask you to provide a customer testimonial and, to the extent you agree to provide such testimonial, you may be featured on the Website.
Disclaimer
You are solely responsible for your User Content and your reliance on any information and/or Products. Company is not responsible for any damages you may suffer from information obtained from the Website or any Products.
THE INFORMATION PROVIDED BY US, PRODUCTS, AND WEBSITE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. YOU AGREE THAT USE OF THE WEBSITE AND PRODUCTS IS AT YOUR SOLE RISK. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT ANY FUNCTION OR CONTENT CONTAINED ON THE WEBSITE OR ANY PRODUCT WILL BE UNINTERRUPTED, SECURE,ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, PRODUCTS, ORTHE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE OF ANY PRODUCT OR CONTENT IN TERMS OF ACCURACY, RELIABILITY, QUALITY, COMPLETENESS, CURRENTNESS, OR OTHERWISE. FURTHER, EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, COMPANY DOES NOT MAKE ANY COMMITMENTS REGARDING THE SECURITY OF THE WEBSITE OR ANY PRODUCT OR ANY TELECOMMUNICATION SERVICE FROM WHICH YOU ACCESS OR USE THE WEBSITE OR PRODUCTS, OR AVAILABILITY,ACCURACY, RELIABILITY, NONINTERFERENCE, NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, ERROR RATE, OR ABILITY TO MEET YOUR NEEDS. FURTHER, COMPANY AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR PRODUCTS ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION. YOU ACKNOWLEDGE THAT THE CONTENT OF THE WEBSITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND COMPANY MAY MAKE CHANGES OR IMPROVEMENTS TO THE WEBSITE OR PRODUCTS AT ANY TIME. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE OR ANY PRODUCT OR THEIR CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR LOSS OR DAMAGES ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE AND PRODUCTS SHALL BE TO DISCONTINUE USING THE WEBSITE AND PRODUCTS. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL COMPANY OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS,EMPLOYEES, AGENTS, OFFICERS, OWNERS, AND DIRECTORS BE LIABLE OR RESPONSIBLE FORANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, BUSINESS INTERRUPTION, WORK STOPPAGE, LOSS OF GOODWILL, LOST PROFITS, LOST DATA, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LITIGATION OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE WEBSITE, THE PRODUCTS, OR YOUR WEBSITE USE OR PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR COMPANY WAS NEGLIGENT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR PRODUCTS IS TO CEASE ALL USE OF THE WEBSITE AND PRODUCTS. FURTHER, IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYERS, AGENTS, OFFICERS, OWNERS, AND DIRECTORS ARISING OUT OF OR RELATED TO THE AGREEMENT, WEBSITE, AND/OR ANY PRODUCT EXCEED THE GREATER OF $100.00 OR THE TOTAL AMOUNT PAID BY YOU TO US FOR THE PRODUCT GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT ORTORT AND REGARDLESS OF THE THEORY OF LIABILITY.
FOR PURPOSES OF CLARIFICATION, THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILFULL MISCONDUCT OR TO DEATH OR BODILY INJURY DIRECTLY RESULTING FROM PRODUCTS YOU PURCHASE THROUGH THE WEBSITE.
You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in the Agreement that directly conflict with such laws may not apply to you.
High-Risk Activities
THE WEBSITE AND PRODUCTS ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN CONNECTION WITH HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS,AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, PRENATAL OR OTHER SURGICAL OR MEDICAL CARE SYSTEMS, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, PHYSICAL OR EMOTIONAL IMPAIRMENT, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.
Indemnification by You
You agree to indemnify, defend, and holdCompany and its subsidiaries, affiliates, licensors, resellers, content providers, service providers, partners, employees, agents, officers, directors, owners, and contractors (the “Indemnified Parties”) harmless from any liability, loss, claim, and expense, including settlement costs and reasonable attorneys’ fees, related to or arising from your breach of the Agreement, violation of applicable law, and any User Content. You agree that Indemnified Parties will have no liability in connection with any breach or unauthorized use by you or for any false information provided by you. You will also indemnify, defend, and hold Indemnified Parties harmless from and against any claims brought by third parties arising out of your use, reproduction, or distribution of any content, information, or Product accessed from the Website. Notwithstanding the foregoing, you may not settle any claim against us or any other Indemnified Party without our, or suchIndemnified Party’s prior written approval, and we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests to assist our defense of such matter.
Notwithstanding the foregoing, your indemnification obligation does not extend to claims resulting solely from our gross negligence or willful misconduct.
Links
The Website and Products may contain links that will allow access to other web pages not controlled by Company. These links are provided as navigational tools and for convenience only and are not endorsed by Company. We have no control over third-party sites and their content, and you acknowledge and agree that Company is not responsible for the availability of such links, resources, or content, and regardless of whether Company receives compensation from such third parties, Company assumes no responsibility or liability for any material that may be contained on such web pages nor does Company make any representation regarding their quality or the quality of any products or services contained within, regardless of whether they are designated by Company or such third party as “certified” or otherwise. Any acquisition by you of such third-party products or services, and any exchange of data between you and any third-party providers of content, services, or products is an agreement solely between you and such third party and is solely at your own risk. Company is not responsible, directly or indirectly, for any damages or loss caused by or alleged to have been caused by, or in relation to, the use of any content, goods, products, or services offered through these links; any failure and/or disruption to your computer system, phone, or smart device that results from your use of any such links; privacy violations; or any intellectual property or other third-party claims relating to your posting or using such links and/or third-party content, products, or services.
Third-Party Integration
Company is not responsible for any disclosure, modification, or deletion of your data or materials resulting from your use of any third-party products, services, or content. To the extent that we offer services or links to integrate or interoperate with third parties, we do not guarantee the continued availability of such features and may cease providing them without entitling you to any refund, credit, or other compensation.
Privacy Policy
Your visit to the Website and use of Products is governed by a Privacy Policy. Please review our Privacy Policy. You may view the most recent version of the Privacy Policy at https://harpoon.io/privacy. In the event of an irreconcilable conflict between the Agreement and our Privacy Policy, the Privacy Policy shall control.
Description of Information Collected
Company reserves the right, and you authorize us to use and assign all information regarding uses of the Website and Products by you and all information provided by you in any manner consistent with our Privacy Policy.
Compliance with Laws
You agree to comply with all applicable laws, regulations, and requirements regarding your use of the Website and our Products. You further agree that information provided by you is truthful and accurate to the best of your knowledge.
Right to Monitor
We may, but have no obligation to monitor our Website, Products, and any User Content. We may disclose any information if we determine that such action is necessary to satisfy our legal obligations, protect us or our customers and end users, or operate the Website and Products properly. We, in our sole and absolute discretion, may refuse to post, remove, or refuse to remove, any customer data or User Content ,in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of the Agreement or applicable law.
Inactivity
We retain the right to log off, deactivate, and/or terminate your account if it has been inactive for an extended period of time, as determined by Company. We have the right to change these practices and limits at any time, in our sole and absolute discretion, with or without notice.
Signature Authorization and Consent
You authorize Company to use or reuse your signature in certain cases without having to obtain a signature each time. By using the Products (and for example, by typing in your name and/or clicking the approval or submit prompt), you consent to Company(a) using your signature on the specific document(s) you authorize for signature, and (b) reusing your signature on a document previously authorized for signature in the event that same document is not materially updated or modified. You represent and warrant that all signatures, including electronic signatures, will be binding on you. Further, by using the Products, entering into the Agreement, and voluntarily providing us with an electronic signature, (i) you agree to do business with Company electronically; (ii) you intend for your electronic signature to be the same as a handwritten signature for the purposes of validity, enforceability, and admissibility; and (iii) you agree to maintain the necessary software and equipment to access and use the Products. If you do not want to do business with Company electronically or sign documents electronically, you acknowledge that Company may not be able to provide the Products to you and that you may no longer access or use the Products; accordingly, you may be required to deactivate your account and stop accessing and using the Website and Products.
Copyrights and Copyright Agent
Infringement Complaints
We respect the intellectual property of others and request that others do the same. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:
An electronic or physical signature of the person authorized toact on behalf of the owner of the copyright or other intellectual propertyinterest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Website or Products;
Your address, telephone number, and email 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.
Our Copyright Agent for notice of claims of copyright infringement on the Website or Products is our Compliance Officer, who can be reached as follows:
Attn: DCMA Compliance Officer By Mail: harpoon Corp PO Box 501736 San Diego, CA 92150 By Phone: (858) 208-0790 By Email: legal@harpoon.io
Counter-Notice
If you believe that your content that has been removed (or access to such content was disabled) was not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to upload and use the content on the Website or Products, you may send a written counter-notice containing the following information to our Copyright Agent:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled, and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of content; and
Your name, address, telephone number, and email address, and a statement that you consent to the jurisdiction of the federal court located within San Diego County, California, and an additional statement that you will accept service from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it within ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, customer, or user, the removed content may be replaced or access to it restored ten (10) business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act of1998 and other applicable law, we have adopted a policy of terminating, inappropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Website and Products and/or terminate any agreement with any user who infringes upon any intellectual property rights of others, whether or not there is any repeat infringement.
Applicable Law; Waiver of Jury Trial
You agree that the laws of the state of California, without regard to conflicts of law provisions, will govern the Agreement and any dispute that may arise between you and Company or any of its affiliates. You agree to personal and exclusive jurisdiction by and venue in the state and federal courts of San Diego County, California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. The prevailing party in any legal or equitable action arising from or relating to the Agreement,Website, or Products shall be entitled to recover its reasonable attorneys’ fees, experts’ fees, and court costs (including, but not limited to attorneys’ fees and costs incurred in collecting on any judgment), which may be set by the court in the same action (including any appellate action which may be brought in connection with such action), or in any separate action brought for that purpose.
YOU WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY WITH RESPECT TO ANY CLAIM,COUNTERCLAIM, DEFENSE, OR ACTION ARISING FROM OR RELATING TO THE AGREEMENT, WEBSITE, AND/OR PRODUCTS.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE, PRODUCTS,AND/OR THE AGREEMENT, MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
Notwithstanding anything to the contrary contained herein, nothing in this Section will prohibit either party from seeking to enforce any award, judgment, or order in any court of competent jurisdiction.
Waiver of Class or Other Non-Individualized Relief
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE AGREEMENT MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. CLAIMS OF MORE THAN ONE INDIVIDUAL CANNOT BE LITIGATED OR CONSOLIDATED WITH THOSE OF ANY OTHER.
No Competitor Use
Company’s direct competitors are prohibited from accessing the Website or Products, except with Company’s prior written consent. In addition, the Website and Products may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.
Waiver
The failure of Company to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision. Any waiver of the Agreement by Company must be in writing and signed by an authorized representative of Company. A waiver by Company of any breach of any provision of the Agreement by you may not be construed as a continuing or subsequent waiver thereof, or as a waiver of any breach of any other provisions.
No Professional Advice
Any information, material, or content that you receive through the Website or in connection with the Products is for informational purposes only. We are not extending financial, tax, legal, regulatory, or other professional advice regarding any subject matter.
Severability
If any provision of the Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.
Headings
Section headings provided in the Agreement are for convenience only and do not affect the construction of any provision of the Agreement.
Relationship of the Parties
Nothing contained in the Agreement or your use of the Website or Products shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability, or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
Entire Agreement
The Agreement constitutes the entire agreement between you and Company and governs the terms and conditions of your use of the Website and Products and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Website and Products. Company may revise the Agreement at any time by updating the Agreement and posting it on the Website. Accordingly, you should visit the Website and review the Agreement periodically to determine if any changes have been made. Your continued use of the Website and/or Products after any changes have been made to the Agreement signifies and confirms your acceptance of any such changes or amendments to the Agreement.
Incorporation of Additional Applicable Agreements
Notwithstanding the above “Entire Agreement” Section, when using the Website and Products you are also subject to additional terms and conditions, including posted policies, guidelines, rules, and other agreements and documentation, including but not limited to the Privacy Policy. All such policies, guidelines, rules, other agreements, and documents are hereby incorporated by reference into the Agreement.
Transfer
You may not transfer or assign your rights or delegate your obligations arising under the Agreement without the prior written consent of Company. Any transfer, assignment, or delegation in violation of the foregoing is null and void. Company may transfer or assign its rights or delegate its obligations arising under the Agreement without your consent. Subject to the limits on assignment stated above, the Agreement will inure to the benefit of, be binding on, and be enforceable against each party hereto and their respective successors and assigns.
Import/Export Restriction
You agree not to use our Website or import or export Products or any of our documentation (or any copies thereof) in violation of any applicable laws or regulations of the United States of America. You agree to comply with such laws and regulations and to indemnify, defend, and hold harmless Company from any liability should you violate any such laws or regulations.
Force Majeure
Company will not be liable for any failure or delay in performance of our obligations if such failure or delay is on account of causes beyond our control, including lockouts, labor disputes, acts of war or terrorism, inability to procure materials, services, or labor, civil commotion, industrial disputes, vandalism, internet or telecommunication breakdowns, pandemics, epidemics, local disease outbreaks, public health emergencies, denial of service attacks, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Company shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
Communications
Subject to our Privacy Policy, by using the Website and/or Products you agree to receive communications from Company, including via emails, text messages, calls, and push notifications. You acknowledge and agree that the foregoing may be generated by automatic systems. Communications from Company may include, but are not limited to, operational communications concerning accounts or use or access to the Website and/or Products, updates concerning new and existing features, communications concerning promotions, news concerning Company, and industry updates. Standard messaging charges may apply.
Construction
The Agreement is to be construed fairly, in accordance with its plain meaning, and not in favor or against any party, regardless of which party drafted or participated in the drafting. For the purposes of the Agreement, all nouns, pronouns, and verbs used in the Agreement will be construed as masculine, feminine, neutral, singular, or plural, whichever is applicable. Words such as “hereof”,“herein”, “hereinafter”, and the like refer to the Agreement as a whole and not to the Section, paragraph, or other part in which they appear, unless the context requires otherwise. The words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”. Any rules of construction (such as contra proferentem) that a document is to be construed against the drafting party are not applicable to the Agreement.
Contact Information
If you have any questions regarding the Agreement, please contact us: legal@harpoon.io
