Effective date: March, 2016
TERMS OF SERVICE AGREEMENT
BY ACCESSING OR USING THE SERVICE IN ANY WAY, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, WHETHER OR NOT YOU ARE A REGISTERED USER OF THE SERVICE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE. If you accept or agree to the terms and conditions of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event “you” and “your” will refer and apply to that company or other legal entity.
We reserve the right to amend this Agreement at any time by notifying you in advance as provided in this Agreement during which period of time you may reject the changes by terminating your account, provided that no notice shall be required for non-substantive changes to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service. This Agreement applies to all visitors, users, and others who access the Service, whether they have a registered account with us or not (“Users”).
1. USE OF OUR SERVICE
Crank Logic provides an internet service that helps teams organize their tasks, tickets or anything else they need to keep their work organized and coordinated.
You may use the Service only if you can form a binding contract with Crank Logic, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Crank Logic.
B. ACCOUNT REGISTRATION
In order to access and use the Service, you must register to create an account. Your User account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion.
You may never use another User’s account (other than, if applicable, the employees, consultants or agents of a User that is a company or other legal entity, a “Corporate User”) without permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Further, if you have accessed your account via an existing third party service (such as a social network), you are entirely responsible for maintaining the confidentiality of such third party service password. You must notify Crank Logic immediately of any breach of security or unauthorized use of your account. Crank Logic will not be liable for any losses caused by any unauthorized use of your account.
By providing your email address to Crank Logic you consent to our using your email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out in the email message. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
C. SERVICE RULES
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium other than as allowed by the Service and this Agreement, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system (other than any functionalities of the Service), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Crank Logic servers than a human can reasonably produce in the same period of time by using a conventional online web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) other than as allowed by the Service and this Agreement, uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting, publishing, copying relaying or referencing any personally identifiable information from the Service to any person or organization outside the Corporate User organization or sharing any information within the Corporate User organization beyond the permission granted by a Corporate User administrator; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as of privacy and publicity) of any other use of the Service or staff member of Crank Logic; (xi) interfering with or any activity that threatens the performance, security or proper functioning of the Service; (xii) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; attempting to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service; (xiii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiv) attempting to access unauthorized User accounts inappropriately; (xv) using the Service for any purpose or in any manner that infringes the rights of any third party; or (xvi) encouraging or enabling any other individual to do any of the foregoing.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. In addition, if you are an authorized User under a Corporate User account, then at the request of the administrator for such Corporate User, we may suspend or terminate your access to the Service. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
2. LICENSE GRANT
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable, license to use the Service and to export data from the Service into a downloadable data file as may be specified by Crank Logic (for example, a .csv file) for your confidential use in accordance with these Terms of Service. Crank Logic reserves all rights not expressly granted herein in the Service and the Crank Logic Content (as defined below). Crank Logic may terminate this license at any time for any reason or no reason.
3. OUR PROPRIETARY RIGHTS
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, and copyrights (the “Crank Logic Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Crank Logic or, as applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Crank Logic Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or feedback about the Service, including without limitation about how to improve the Service or our products (“Service Feedback”). By submitting any Service Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Crank Logic under any fiduciary or other obligation, and that we are free to use the Service Feedback without any additional compensation to you, and/or to disclose the Service Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Crank Logic does not waive any rights to use similar or related ideas previously known to Crank Logic , or developed by its employees, or obtained from sources other than you.
4. PAID SERVICES
A. Billing Policies.
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges, posted or linked here. Crank Logic may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
B. No Refunds.
In the event that Crank Logic suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
C. Payment Information; Taxes.
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
We have implemented commercially reasonable technical and organizational measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. Our Service is designed to be a separate instance of the application website for each User and there is no sharing of any data between Users unless the sharing was initiated by a User using the Service. All User passwords and data in transit are encrypted. All of Crank Logic’s employees have appropriate training on security and privacy issues. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your information for improper purposes.
6. SOCIAL MEDIA AND NETWORKING SITES
As part of the functionality of the Service, you may link your account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the Service; or (ii) allowing Crank Logic to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Crank Logic and/or grant Crank Logic access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Crank Logic to pay any fees or making Crank Logic subject to any usage limitations imposed by such third party service providers. By granting Crank Logic access to any Third Party Accounts, you understand that (i) Crank Logic will access, make available and store (if applicable) any publicly available content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Service via your account and (ii) Crank Logic may submit and receive additional information to your Third Party Account to the extent you are notified when you link your Account with the Third Party Account. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be User Content (as defined below) for all purposes of this Agreement. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Service and may be subject to less stringent security measures than were in place with such Third Party Accounts. Please note that if a Third Party Account or associated service becomes unavailable or Crank Logic’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Service. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WTH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Crank Logic makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Crank Logic is not responsible for any SNS Content.
You acknowledge and agree that the Service may access your address book associated with a Third Party Account (for example, your Facebook and/or LinkedIn accounts) and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Service.
At your request made via e-mail to firstname.lastname@example.org, Crank Logic will deactivate the connection between the Service and your Third Party Account and delete any information stored on Crank Logic ’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your Crank Logic account.
7. USER CONTENT
“User Content” means text, graphics, photos, music, software, audio, video, decision, vote, comment, information or other materials including without limitation any email addresses, phone numbers and other personally identifiable information that a User posts, uploads, publishes, submits or transmits to be made available through the Service.
Users may post, upload, publish, submit or transmit User Content to be made available through the Service. By making available any User Content through the Service, and unless you have agreed otherwise with Crank Logic in writing, you hereby grant to Crank Logic, subject to the restrictions herein, a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content on, through or by means of the Service. Crank Logic does not claim any ownership rights in any such User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Service. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Service or you have all rights, licenses, consents and releases that are necessary to grant to Crank Logic the rights in such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Crank Logic ’s use of the User Content (or any portion thereof) on, through or by means of the Service will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
8. CONTACT LIST INFORMATION
You hereby represent and warrant that (i) you are authorized to access and use any personally identifiable information (including without limitation if such information is in aggregate form) about persons in your contact lists that you provide to Crank Logic hereunder, and (ii) you have obtained all necessary rights, releases, and permissions to provide such information to Crank Logic .
You agree to defend, indemnify and hold harmless Crank Logic and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any User Content or other data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any other party’s access and use of the Service with your unique username, password or other appropriate security code; or (vi) your disclosure of any end user or consumer information as described in Section 8 above.
10. NO WARRANTY
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CRANK LOGIC OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CRANK LOGIC , ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
CRANK LOGIC DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CRANK LOGIC SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CRANK LOGIC WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CRANK LOGIC, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL CRANK LOGIC BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRANK LOGIC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE. IN NO EVENT SHALL CRANK LOGIC, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CRANK LOGIC HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CRANK LOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from its facilities in the United States. Crank Logic makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Crank Logic without restriction.
13. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Service, please notify Crank Logic’s Copyright Agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:
Crank Logic’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
Crank Logic, Inc.
101 Cooper Street
Santa Cruz, CA 95060
Attention: Justin Laing
For clarity, only DMCA notices should go to the Crank Logic, Inc. Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to us via email@example.com.
14. LINKS TO THIRD-PARTY WEBSITES
A. Governing Law.
You agree that: (i) the Service shall be deemed based solely in California; and (ii) The Service shall be deemed a passive one that does not give rise to personal jurisdiction over Crank Logic, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Crank Logic that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California, unless submitted to arbitration as set forth in the following paragraph.
For any claim (excluding claims for injunctive or other equitable relief) under this Agreement, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
C. Notification Procedures.
Crank Logic may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Crank Logic in our sole discretion. Crank Logic reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Crank Logic is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add firstname.lastname@example.org to your email address book to help ensure you receive email notifications from us.
D. Entire Agreement/Severability.
This Agreement, together with any amendments and any additional agreements you may enter into with Crank Logic in connection with the Service, shall constitute the entire agreement between you and Crank Logic concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
E. No Waiver.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Crank Logic’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
F. HIPAA Notice
You should not share any protected health information with service providers via the Service. The Service is not intended to be used to communicate protected health information, and it is not intended to be compliant with the Health Insurance Portability and Accountability Act (HIPAA). The term “protected health information” means any information that relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual. If you do share any protected health information, you do so at your own risk.