Terms of Service
Last updated: December 13, 2021
These Terms of service (“Terms”) apply to all non-enterprise users of the Phase ZeroServices (“Services”). If you are an enterprise user, the Services Agreement between you and Phase Zero governs your use of the Services rather than these Terms.
1. Your Data
a. "PhaseZero" is our solution to help you organize, track, collect, and share data. When you use Phase Zero, directly or via a third party, you provide us with files, metadata, material, and other information (together, "your data"). You retain full ownership of your data. We don’t claim any right or ownership to any of your data. These Terms do not grant us right to use your data except as needed to provide the features of our Services to you, as described below.
b. License to Us. Your data, or any derivatives thereof, contained in Our Products& Services shall be and remain the sole and exclusive property of you. You shall be entitled to export your data at any time during the Term and at its conclusion without charge. However, we may need your permission to use your data to provide the features of our Services to you, including data previews and visualizations, hosting and backing up files, and sharing data at your direction. By using Our Products & Services, you give us the permissions we need to use your data solely to provide our Services. You also grant the necessary permissions to trusted third parties that we work with to provide ourServices, such as Amazon (for file storage). Of course, these permissions are only for providing our Services to you.
c. DataWarranty. You represent and warrant that (i) you have the authority and right to transmit your data to us and to grant the license under these Terms and (ii) the use of your data will not infringe the intellectual property rights or other proprietary rights of any third party. You covenant that you will only supply us with data that you have the right to supply. You agree to be fully responsible and liable for any loss, liability, claim, demand, damages, costs and expenses (including reasonable attorneys’ fees) which are due to or arise out of the possession, access, transfer, sharing or use of your data under these Terms.
2. Sharing Your Data
a. Phase Zero provides the capability to share your data with other users or to make it publicly available. We will never share your data with anyone without your request to do so, but we do need your permission in order to provide these collaboration services to you. By using Phase Zero, you grant us a non- exclusive, worldwide, perpetual, irrevocable, royalty-free, sub- licensable right to use display, transmit, modify and prepare derivative works of your data in any media as necessary to fulfill your request(s) to share your data with other users or to make it publicly available.
b. Use of Third-Party Data at Your Own Risk. Other Phase Zero users may share their data ("Third Party Data") with you via our Services. We will have no responsibility for the accuracy, quality, integrity, legality, reliability, or appropriateness of Third-Party Data, and we will not be responsible or liable for the deletion, correction, destruction, damage, or loss of any Third-PartyData. You acknowledge that your use of any Third-Party Data generated, obtained or acquired through the use of Our Products & Services is at your sole risk and discretion. Our licensors and we are not liable or responsible for any results generated using Third Party Data or any other liability that may arise as a result of your use of Third-Party Data.
c. License to Third Parties; Sharing at Your Own Risk. You understand that OurProducts & Services permit you to share your data with other Phase Zero users. Accordingly, by doing so, you are providing those people with access to and use of your data. It is your sole responsibility to monitor who your data is shared with when you decide to invite a third party to view your data. We will have no responsibility for your data when shared by you and we will not be responsible or liable for the deletion, correction, destruction, damage, or loss of your data that is shared with third parties. You acknowledge that your sharing of your data with any third party through the use or access of Our Products & Services is at your sole risk and discretion. Our licensors and we are not liable or responsible for any results generated when sharing your data or any other liability that may arise as a result of by use of your data.
3. Account Security
a. You are responsible for safeguarding the password you use to access our Services and you agree not to disclose your password or user credentials to any third party.You are responsible for all activities, damages and losses that occur or are caused in significant part under your account, even if access or use of your account is not known to or authorized by you. You should notify us immediately if you suspect there is any unauthorized access of your account or disclosure of your account password.
4. Our Licenses to You
a. Our Products& Services are delivered as web-based software application(s) ("Web Applications"). So long as you comply with these Terms, we provide you a limited, non- exclusive, non-transferable, revocable license to use the Web Applications solely to use and access Our Products & Services.
b. Our Products& Services are intended and licensed only for use during your Term or yourSubscription, as applicable.
5. Paying For Phase Zero
a. When you sign up for Phase Zero, you are subscribing to our Services. You pay us for access to our Services for a set period of time (your "Subscription").Upon our request, you agree promptly to arrange payment to us for fees and applicable taxes as they become due for your Subscription. If you don’t pay for your subscription, we may limit your access to our Services and/or terminate your account.
b. Upon expiration of your Subscription, it will be automatically renewed for the same duration as the expiring Subscription, and you will be charged the then-current rate for your current Subscription level. If the fees we charge change, we will notify you prior to charging you.
a. When you complete the enrollment process for Our Products & Services, your term begins. Your Term ends when you or we terminate your use or access of OurProducts & Services. You are free to stop using Our Products & Services at any time. We may suspend or terminate your access if your account is unpaid and inactive for a period of more than six (6) months. We will notify you before suspending or terminating your account.
b. Subscriptions.While you are free to terminate your Subscription at any time, we do not prorate your refund within the minimum subscription period. In other words, we will charge you for the full month.
c. We may suspend, limit, or terminate your account or use and access of Our Products& Services at any time, and in our sole discretion, if we believe your actions will result in legal liability to us, or if you are otherwise not complying with these Terms. We do not issue partial refunds in these cases.
d. Upon termination of these Terms, all of the rights and licenses granted to you under these Terms will terminate, and your ability to use or access Our Products& Services may be limited or blocked, and except as otherwise authorized by us, you must return or destroy all software and all materials with confidential information provided or disclosed by us in connection with these Terms.
e. The following sections will expressly survive the termination of these Terms: 5(Paying for Phase Zero), 7 (Representations and Indemnifications), 8 (WarrantyDisclaimers), 9 (Limitation of Liability), 10 (Intellectual Property), 11(Notices), 12 (Feedback), 13 (Governing Law, Dispute Resolution, InjunctiveRelief), and 14 (Miscellaneous).
7. Representations and Indemnifications
a. You represent and warrant that (i) any individual who accepts and/or executes theseTerms is authorized to act on your behalf, (ii) you have the right, power and authority necessary to enter into and perform these Terms in accordance with its terms, including without limitation, to authorize us to access, transfer, store and use any your data, and (iii) Users and all other Team representatives will be given a copy of this Agreement and asked to acknowledge that they will comply with these Terms. You agree to be fully responsible and liable for any loss, liability, claim, demand, damages, costs and expenses (including reasonable attorneys’ fees) which are due to or arise out of the acts and omissions of your Users and other Team representatives under these Terms.
b. You agree to be fully responsible and liable for any loss, liability, claim, demand, damages, costs and expenses (including reasonable attorneys’ fees) which are due to or arising out of, in whole or significant part, the violation of any provision of these Terms by you or, if you are Team Leader, Users for whose actions you are legally responsible (for example, students, subordinates, etc.).
8. Warranty Disclaimers
EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN THESE TERMS, YOUR USE AND ACCESS OF OUR PRODUCTS & SERVICES, COLLATERAL MATERIALS OR OTHER CONTENT PROVIDED BY USIN CONNECTION WITH THESE TERMS ARE ENTIRELY AT YOUR OWN RISK, AND OUR PRODUCTS& SERVICES, COLLATERAL MATERIALS AND OTHER CONTENT AVAILABLE FROM OR IN CONNECTION WITH OUR PRODUCTS & SERVICES OR UNDER THESE TERMS ARE PROVIDED"AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS."
TO THE GREATEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU ALSO ACKNOWLEDGE AND AGREE THAT OUR PRODUCTS &SERVICES MAY DEPEND ON INFORMATION AND FUNCTIONALITIES PROVIDED BY THIRD PARTY PRODUCTS AND SERVICES, AND WE ARE NOT RESPONSIBLE TO VERIFY THE ACCURACY,COMPLETENESS, RELIABILITY, CURRENCY, TIMELINESS OR QUALITY OF SUCH INFORMATION OR FUNCTIONALITIES. WE DO NOT REPRESENT OR WARRANT THAT SOFTWARE OR CONTENT PROVIDED IN CONNECTION WITH OUR PRODUCTS & SERVICES IS ACCURATE, COMPLETE,OR RELIABLE.
9. Limitation of Liability
IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT,CONSEQUENTIAL, INCIDENTAL OR ECONOMIC LOSS OR DAMAGES (E.G., DAMAGES FOR LOSSOF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSSOF ACCOUNT INFORMATION OR PERSONAL INFORMATION OF REGISTRANTS, ETC.) OR ANY SPECIAL, EXEMPLARY OR PUNITIVE DAMAGE ARISING FROM OR RELATING TO OUR PRODUCTS& SERVICES, INCLUDING WITHOUT LIMITATION, YOUR ABILITY OR INABILITY TO ACCESS OR USE OUR PRODUCTS & SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
FURTHER, IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU AND ALL THIRD PARTIES ARISING FROM OR RELATING TO OUR PRODUCTS & SERVICES EXCEED (1) THE AMOUNT WE HAVE ACTUALLY RECEIVED FOR YOUR ACCESS OR USE OF PHASE ZERO DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, OR (2) TWENTY-FIVE DOLLARS(US$25.00), WHICHEVER AMOUNT IS GREATER.
Some states do not allow the types of limitations in this section, so they may not apply to you.
10. Intellectual Property Ownership and Restrictions
11. User Content & License
You understand and acknowledge that you are solely responsible for all information, data, text or other materials or content that you post, transmit privately or make public via Our Products & Services (“User Content”) and that Phase Zero, Inc. is not responsible or liable for this information. When you post, transmit or make information public through Our Products & Services, you grant Phase Zero, Inc. a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, for the express purpose of providing Our Products & Services to you. You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. Phase Zero, Inc., however, reserves the right to remove any User Content from Our Products & Services at its discretion.
12. Electronic Communications
a. Notices to us may be sent to Phase Zero, Inc., 177 Huntington Ave Ste 1703 PMB 98997, Boston MA 02215 or via email to firstname.lastname@example.org
b. Notices to you may be sent to the email address indicated in the primary account registration for you.
c. Properly addressed notices will be deemed to have been delivered to the intended recipient (i) five (5) business days after depositing into the U.S. mail for international delivery, (ii) three (3) business days after being sent by express courier for international delivery or deposited into the U.S. mail for domestic delivery, and (iii) one (1) business day after being sent by express courier for domestic delivery or after being sent by electronic means for international or domestic delivery.
Your feedback is important to us. We highly encourage you to provide comments, suggestions, proposed technology solutions and other feedback ("Feedback") about Our Products & Services by contacting support at email@example.com. Please note that if you do provide Feedback, we will have the right to use and share that Feedback in any way (including in new or modified features, products or services)without obligation to you.
15. Governing Law, Dispute Resolution, Injunctive Relief
a. These Terms are governed by and will be construed solely in accordance with the laws of the Commonwealth of Massachusetts.
b. Nothing in these Terms is intended to restrict either party from applying to any court of competent jurisdiction to seek injunctive relief to protect its intellectual property rights or trade secrets.
a. You may not assign or delegate your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, to any other person or entity, except with our prior written permission. Any attempted assignment or delegation otherwise by you is void. Phase Zero, Inc. may assign these Terms. We may assign our rights to any of our affiliates or subsidiaries, or to any success or in interest of any business associated with Our Products & Services.
b. The terms of these Terms do not create a partnership, joint venture, agency or franchise relationship between you and us.
c. Our Products& Services provided to you under these Terms may be subject to UnitedStates export control restrictions. Neither party shall transfer, export or re-export software, services or other technology delivered in connection withOur Products & Services to any country, person, entity or individual in violation of United States export control restrictions. Without limiting the generality of the previous sentence, neither party may transfer, export, re-export or permit access to software, services or other technology to a country which is embargoed by the United States, to a national or resident of an embargoed country, or to any person or entity designated by the United States government as restricted or prohibited from engaging in United States export transactions.
d. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
e. No waiver of any breach of any provision of these Terms by us will constitute a waiver of any prior, concurrent or later breach by us, and no waiver will be effective unless made in a writing signed by an authorized representative of us.
f. Except for the obligation to make payments, we are not liable for any failure or delay in our performance under these Terms due to any cause beyond our reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of theInternet.
g. From time to time we may revise these Terms and we will post the most current version to our websites. By continuing to use or access Our Products & Services after any revisions go into effect, you agree to be bound by the revised Terms; provided, in the event that any provision in the Terms on our website contradicts any provision in the Terms set forth in this Exhibit A, the provision set forth herein shall control as between you and us; and provided further, if any revision is not acceptable to you then you may terminate your use of the Services by giving at least 5 days prior written notice to us.