FrontlineCloud Terms of Service
Last Modified: June 1, 2015
Thank you for signing up to FrontlineCloud! We're glad you're here.
Terms of Service are an opportunity for us to tell you what FrontlineCloud is designed for, how we'd like you to use it (and not use it), and define the relationship between you (as a user) and us (the Frontline Team - known by the State of Delaware as "Occam Technologies, Inc.").
These Terms of Service (the "Terms") govern your access to and use of Occam Technologies, Inc. ("Occam," "we," or "our") websites, applications, application programming interfaces, and services (the "Services"), so please carefully read them before using the Services.
Acceptance of Terms
This is a contract and you agree to be bound by the following Terms of Service. By using our Services, you acknowledge that you have read, understood, and agree to the Terms. If, at any time you do not agree to these Terms - or any future amendment to these terms - immediately stop using the Services.
If you are using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and certify (promise) that you have the authority to bind that organization to these terms. In that case, "you" and "your" will refer to that organization and any of its members, directors, and officers.
The Services are not intended for use by you if you are under 13 years of age. By agreeing to these Terms, you are representing to us that you are over 13.
You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our sole discretion.
Description of Service
The Service means everything we build, publish, or provide, and nothing we don't. FrontlineCloud - and this Terms of Service - refer to the websites, applications, software, application programming interfaces, data structures, images, reports, data, documentation, forums, and other content made available by or on behalf of Occam Technologies.
We may make, in our sole discretion, the FrontlineCloud Application Programming Interface(s) and related documentation, data, code, and any other related materials available through the Service (collectively, "the API"). You use the API at your own risk, and use of the API is governed by this Terms of Service and the Frontline API Terms of Service.
The Service does not include Your Stuff (as defined below) or any third-party software, service, or website that you use in connection with the Service, whether or not they are designed as "official integrations." We reserve the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at anytime without notice to you. All rights, title, and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Occam.
Your Stuff and Your Responsibilities
You own and are responsible for all the data that you, or your users, upload, post, transmit, or otherwise create via the Service. What you create is yours, and we'll only look at it with your consent, or as necessary to provide the Service. We don't sell your stuff. By using our Service, you and your users provide us with information that you submit to Occam (together, "your stuff"). "Your stuff" includes passwords, payment details, messages, call history, text message logs, metadata, phone numbers, unique identifiers, notes, tags, API calls, files, data, reports, or anything else uploaded or added to your account. You retain full ownership of your stuff. We don't claim any ownership of or responsibility for any of it. These Terms do not grant us any rights to your stuff or intellectual property except for the limited rights that are needed to run the Services, as explained below.
We may need your permission to do things you ask us to do with your stuff, for example, hosting your text messages, or investigate a user support request. This includes product features visible to you, for example, message previews. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the limited permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services, for example Amazon Web Services, which provides our hosting services (again, only to provide the Services).
You are solely responsible for your conduct and all communications with others undertaken by your account using the Services. For example, it's your responsibility to ensure that you have the rights or permission needed to comply with these Terms. Similarly, laws about opt-in and message autogeneration vary substantially from jurisdiction to jurisdiction - you assume sole responsibility to ensure that your messaging behavior is compliant with any all applicable law under any valid theory of jurisdiction.
Messages and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not Occam, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services. You acknowledge that Occam has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of text messages, user profiles, or any other information you may be able to access using the Services.
You, and not Occam, are responsible for maintaining and protecting all of your stuff. Occam will not be liable for any loss or corruption of your stuff, or for any costs or expenses associated with backing up or restoring any of your stuff. If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current.
We don't share your stuff, but we make it easier for you to. Please do so responsibly. The Services provide features that allow you to share your stuff with others or to make it public. There are many things that users may do with that stuff (for example, copy it, modify it, re-share it). You take full responsibility for the content, structure, format, timing, volume, and all other aspects of Your Data that you share. Please consider carefully what you choose to share or make public. Occam has no responsibility for that activity, within or outside of the Service.
You may use the Service for just about any lawful purpose, unless it's deemed to cause harm to you, someone else, Occam, or the Service. We get to make the decision about what constitutes harm. You may access and use the Service for lawful, authorized purposes and you shall not misuse the Service in any manner (including, but not limited to the list below). We reserve the right to make any and all necessary determinations of misuse in our sole discretion. Misuse explicitly includes, but is not limited to:
- Upload, post, transmit, or otherwise make available any of Your Stuff that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
- use the Service to harm minors in any way;
- impersonate any person or entity, including, but not limited to, an Occam employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- manipulate identifiers in order to disguise the origin of any of Your Stuff;
- upload, post, transmit, or otherwise make available any of Your Stuff that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, transmit or otherwise make available any of Your Stuff in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation - as determined by applicable law, regulation, norms, contracts or terms of service agreements;
- use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
- disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges using the Service;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;
- modify, adapt, or hack the Service, including by using any non-public Occam APIs, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
- intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service, including, but not limited to, any data, privacy, or export control laws, or regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
- use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- use the Service to "stalk" or otherwise harass another; and/or
- collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.
You shall promptly notify Occam if you learn of a security breach related to the Service. We reserve the right to review Your Stuff where we deem appropriate to investigate a violation of any of the foregoing, respond to any claims of third party rights violations, protect the rights of Occam, or any other form of misuse identified by Occam. You must evaluate, and bear all risks associated with, the use of Your Stuff, including any reliance on the accuracy, completeness, or usefulness of Your Stuff.
You are responsible for safeguarding the password that you use to access the Services. You agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Occam of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to Occam, it is your responsibility to use a secure encrypted connection to communicate with the Services.
The Service is available for a fee, which is tailored to your use. You agree to keep your payment information updated and to the usage limits of our tiered pricing plan. The Service is made available for a fee, based on volume of usage. If at any time you exceed your designated tier, you will be offered the opportunity to increase the tier or cancel the violating command - each election is a binding alteration that will be billed against your balance for that month, pro-rated for the remainder of the billing period. At the end of that billing cycle, your account will return to its originally selected tier.
To the extent you use a Service plan that is made available for a fee, you will be required to select a payment plan and provide Occam accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay Occam in accordance with the terms set forth on the Site and this TOS, and you authorize Occam to bill your payment instrument in advance on a periodic basis in accordance with such terms.
If you dispute any charges you must let Occam know within sixty (60) days after the date that Occam invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Service plan, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount. Occam may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Occam's net income.
Software and Updates
Some use of our Service requires you to download a client software package ("Software"). Occam hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available.
Occam Property and Feedback
These terms do not grant you any right, title, or interest in the Service, Software, or the content that we create in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. The technology we use to provide the Services is protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the Occam, FrontlineSMS, or FrontlineCloud trademarks, logos, domain names, or other brand features.
Other Content and Services
The Services may contain links to third-party websites or resources. Occam does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.
The Services, in some configurations, rely on third party Services for messaging, API exchanges, or any number of other functions. We cannot guarantee or take responsibility for the function, security, format, compatibility, privacy, or cost implications involved in any third party service, whether or not they are "official integrations." Short Message Service, in particular, is an implicitly unencrypted form of plaintext communication, delivered through a wide variety of regulatory, jurisdictional, technological, legal, and financial structures. Occam cannot and does not take responsibility for any third party system or functionality.
Though we'd much rather you stay, you can stop using our Services any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others' use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.
FrontlineCloud is Available "AS-IS"
Though we want to provide a great service, there are certain things about the service we can't promise. For example, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (We are not shouting- it's just that these disclaimers are really important, so we want to highlight them). Occam will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OCCAM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT OCCAM HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO OCCAM FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION.
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services. We will notify this list as soon as possible in advance of changes, but are able to make no warranties or guarantees regarding the timing of notice, the degree of change to the policies, or implications of said changes.
Miscellaneous Legal Terms
THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY DELAWARE LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DELAWARE, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and Occam with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. Occam's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Occam may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Occam and you are not legal partners or agents; instead, our relationship is that of independent contractors.