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IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN READ THESE TERMS OF SERVICE BELOW AND AGREE TO THEM ON YOUR BEHALF. IF YOU DON’T GET YOUR PARENT OR GUARDIAN TO READ AND AGREE TO THESE TERMS OF SERVICE, YOU DO NOT HAVE PERMISSION TO USE THIS APPLICATION OR SITE. ALWAYS GET AN ADULT’S PERMISSION BEFORE GOING ONLINE.
IF YOU ARE UNDER THE AGE OF 13, YOU DO NOT HAVE PERMISSION TO USE THIS APPLICATION OR SITE UNLESS (i) YOUR PARENT OR GUARDIAN READS THESE TERMS OF SERVICE BELOW AND AGREES TO THEM ON YOUR BEHALF; AND (ii) YOU USE THIS APPLICATION AND/OR SITE ONLY AS INSTRUCTED TO DO SO BY YOUR SCHOOL TEACHER AND/OR EDUCATOR.
Subtext Terms of Service
Last Updated Date: August 9, 2012
Subtext Media, Inc. (“Subtext” or “we”) provides a collaborative learning service that allows users to interact in the pages of ebooks and digital documents. The service is provided by Subtext through an application you download to your mobile device or tablet computer (the “Application”) and the Internet site www.subtext.com (“Site”) and are collectively referred to herein as the “Subtext Service.” Please read carefully the following terms and conditions (“Terms of Service”) and our Privacy Policy, which may be found at www.subtext.com/tos and which is incorporated herein by reference into these Terms of Service. These Terms of Service govern your access to and use of the Subtext Service and all Site Content and constitute a binding legal agreement between you and Subtext.
Key Content-related Terms
“Content” means text, graphics, images, music, software, audio, video, information or other materials.
“Member” means a person who completes Subtext’s account registration process, as described under “Account Registration” below.
“Expert” means a Member who has been designated in writing (including but not limited to e-mail) by Subtext, in Subtext’s sole discretion, as an “expert,” whose Member Content submissions will be treated as Expert Content under these Terms of Service.
“Expert Content” means any Member Content that an Expert submits to the Subtext Service.
“Member Content” means Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Subtext Service.
“Note Content” means Member Content that is posted or otherwise submitted as a note or a thread of notes or any portion thereof.
“Site Content” means Subtext Content and Member Content.
“Subtext Content” means Content that Subtext makes available through the Site or Subtext Service, including any Content licensed to Subtext from a third party, but excluding Member Content and Third Party Reading Materials.
Certain areas of the Subtext Service (and your access to or use of Site Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. Subtext may, in its sole discretion, make premium or different content available to you that is subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms of Service and terms and conditions posted for a specific area of the Subtext Service or Site Content, the latter terms and conditions shall take precedence with respect to your use of or access to that area of the Subtext Service or Site Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR “I ACCEPT” BUTTON, REGISTERING FOR A SUBTEXT ACCOUNT BY LOGGING IN TO YOUR ACCOUNT WITH A THIRD PARTY (INCLUDING BUT NOT LIMITED TO GOOGLE OR FACEBOOK), DOWNLOADING OF THE APPLICATION OR ANY APPLICATION UPGRADES, USING THE APPLICATION ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE SUBTEXT SERVICES, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON OR THROUGH THE SUBTEXT SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE OR APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SUBTEXT SERVICES OR SITE CONTENT. If you accept or agree to these Terms of Service 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 these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Modification
Subtext reserves the right, at its sole discretion, to modify, discontinue or terminate the Subtext Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Service or on the Site or Application. By continuing to access or use the Subtext Service after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Subtext Service.
Eligibility
By accessing or using the Subtext Service you represent and warrant to Subtext that: (i) you are of legal age to form a binding contract, or, if you are a minor, you have your parent’s permission to use the Subtext Service, and your parent has read and agrees to these Terms of Service on your behalf; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms of Service on behalf of an institution, school, company or other legal entity, you have the authority to bind that institution, school, company or legal entity to these Terms of Service. You also certify that you are legally permitted to use and access the Subtext Service and take full responsibility for the selection and use of and access to the Subtext Service. These Terms of Service are void where prohibited by law, and the right to access the Subtext Service is revoked in such jurisdictions.
Account Registration
In order to access certain features of the Subtext Service and to post any Member Content on or through the Subtext Service, you must register to create an account (“Account”) and become a Member. Subtext reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party, other than your parents or guardians if you are a minor, and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Subtext of any unauthorized use of your Account.
Privacy
See Subtext’s Privacy Policy at www.subtext.com/privacypolicy for information and notices concerning Subtext’s collection and use of your personal information.
Use by Children
Subtext collects limited personal information from minor students under the age of 13, but only where that student’s school, school district, and/or educator has elected to make the Subtext Service available to its students for the use and benefit of the learning environment. Subtext requires schools, school districts, and/or educators to obtain parental consent from students’ parents before accessing the Subtext Service – IT IS THE RESPONSIBILITY SOLELY OF THE APPLICABLE SCHOOL, SCHOOL DISTRICT, AND/OR EDUCATOR TO COMPLY WITH THE CHILDREN’S ONLINE PRIVACY PROTECTION ACT (“COPPA”), WHICH REQUIRES PARENTAL CONSENT FOR ONLINE COLLECTION OF PERSONAL INFORMATION FROM CHILDREN UNDER THE AGE OF 13 (SEE RELATED OBLIGATIONS BELOW). If you are a student, please do not send any personal information about yourself to Subtext, other than what we request from you when you sign up for the Subtext Service. In the event that we learn that we have collected personal information from a minor student without parental consent being obtained by his or her school, school district, and/or educator, or if we learn a student has provided us personal information beyond what we request when he or she signs up for the Subtext Service, we will delete that information as quickly as possible. If you believe that a student may have provided us personal information beyond what is requested when signing up for the Subtext Service, or that a student’s school, school district, or educator has not required parental consent prior to our collection of any personal information, please contact us at support@subtext.com.
If you are a student, the following terms apply to you: (i) you must get your parent or guardian to read these Terms of Service before using the Subtext Service; (ii) you will only register for and access the Subtext Service as a student registrant, and not as a educator, parent, or any other category of user; and (iii) if you are under the age of 13, you will only access the Subtext Service as instructed to do so by your educator.
If you are accessing the Subtext Service on behalf of a school or school district, you agree to and acknowledge as follows: (i) you are responsible for the use of the Subtext Service, including web browsing functionality, by students and educators in your school or school district; (ii) you represent and warrant that you are solely responsible for complying with COPPA, which requires parental consent for online collection of personal information from children under the age of 13; (iii) you will obtain advance written consent (“Consent”) from all parents whose children will be accessing the Subtext Service, keep signed Consents on file and provide them to Subtext upon our request, and provide all parents with a copy of our Privacy Policy (located at www.subtext.com/privacy-policy); (iv) you will only grant access to the Subtext Service to students and educators who are current students or employees, as applicable, of your school or school district; (v) if at any time you learn a user of the Subtext Service claims to be affiliated with your school or school district who is not, in fact, affiliated with your school or school district, you will notify Subtext immediately at support@subtext.com. For more information on COPPA, please see www.ftc.gov/privacy.
If you are accessing the Subtext Service as an educator, you agree to and acknowledge as follows: (i) you represent and warrant that you have permission from your school and/or school district to enter into these Terms of Service and to use the Subtext Service as part of your curriculum; (ii) you further represent and warrant that you are entering into these Terms of Service on behalf of your school and/or school district, and that you have authority to bind your school and/or school district to the terms of these Terms of Service; (iii) you are responsible for the use of the Subtext Service, including web browsing functionality, by your students; (iv) you represent and warrant that you are solely responsible for complying with COPPA, which requires parental consent for online collection of personal information from children under the age of 13; (v) you will obtain Consent from all parents whose children will be accessing the Subtext Service, keep signed Consents on file and provide them to Subtext upon our request, and provide all parents with a copy of our Privacy Policy (located at www.subtext.com/privacy-policy); (vi) you will only grant access to the Subtext Service to students who are current students of your school or school district; (vii) if at any time you learn a user of the Subtext Service claims to be affiliated with your school or school district who is not, in fact, affiliated with your school or school district, you will notify Subtext immediately at support@subtext.com. For more information on COPPA, please see www.ftc.gov/privacy.
If you are accessing the Services as a parent, you agree to and acknowledge that you understand that your acceptance of these Terms of Service indicates that you are agreeing to these Terms of Service both on your own behalf as well as on behalf of your child or children who use the Subtext Service.
Social Media and Networking Sites
As part of the functionality of the Subtext 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 Subtext Service; or (ii) allowing Subtext 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 acknowledge and agree that you may not be able to view or access your Third Party Content via the Subtext Service without linking your Account to one more Third Party Accounts (for example, your Google account or Facebook account). You represent that you are entitled to disclose your Third Party Account login information to Subtext and/or grant Subtext 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 Subtext to pay any fees or making Subtext subject to any usage limitations imposed by such third party service providers. By granting Subtext access to any Third Party Accounts, you understand that (i) Subtext will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account ( “SNS Content”) so that it is available on and through the Subtext Service via your Account and (ii) Subtext 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 these Terms of Service, all SNS Content, if any, shall be considered to be Member Content for all purposes of these Terms of Service. 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 will be available on and through your Account on the Subtext Service. Please note that if a Third Party Account or associated service becomes unavailable or Subtext’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 Subtext Service. You have the ability to disable the connection between your Subtext Account and your Third Party Accounts, at any time, by accessing the “Account Settings” section of the Site. 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. Subtext makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Subtext is not responsible for any SNS Content.
You acknowledge and agree that the Application and Site may access your e-mail address book associated with a Third Party Account (e.g., your Gmail account) 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 Subtext Service. At your request made via e-mail to support@subtext.com, Subtext will deactivate the connection between the Subtext Service and your Third Party Account (for example, Facebook) and delete any information stored on Subtext’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your Subtext account.
Payment Terms
Certain aspects of the Subtext Service are, or may in the future be, provided for a fee or other charge. In the event you choose to use paid aspects of the Subtext Service (e.g., if you decide to purchase premium Content), you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted in the Subtext Service. All fees are non-refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable in United States dollars.
In-Subtext Service Currencies
The Subtext Service may include a virtual, in-Subtext Service currency including, but not limited to Subtext “cash” or “points” ( “Virtual Currency”). The Virtual Currency may be obtained through certain use of and interactions within the Subtext Service. Subtext’s Virtual Currency is made available to you at the sole discretion of Subtext and may be discontinued at any time. Regardless of the terminology used, Virtual Currency may never be redeemed for “real world” money, goods or other items of monetary value from Subtext or any other party. Virtual Currency can be redeemed solely through the offerings made through the Subtext Service that are explicitly offered in exchange for Virtual Currency.
Virtual Currencies are digital items only. Your right to use any Virtual Currency that you obtain is limited to a non-exclusive, non-transferable, non-sublicenseable, revocable right to use such Virtual Currency solely within the Subtext Service for consumption of in-Subtext Service offerings for your personal and noncommercial use and for no other purpose. Except for the limited rights described herein, you have no property interest or right or title in or to any such Virtual Currency, which remain the exclusive property of Subtext. As stated above, the existence of a particular offer of Virtual Currency is not a commitment by Subtext to maintain or continue to make the Virtual Currency available in the future. The scope, variety and type of Virtual Currency that you may obtain can change at any time. Subtext has the absolute right to manage, regulate, control, modify or eliminate such Virtual Currency as it sees fit in its sole discretion, and Subtext will have no liability to you or anyone for the exercise of such rights.
Except where explicitly authorized within the Subtext Service, (i) transfers of Virtual Currency are prohibited; (ii) outside of the Subtext Service, you may not buy or sell any Virtual Currency for “real world” money or otherwise exchange items for value and (iii) Subtext does not recognize any such prohibited purported transfers of Virtual Currency, nor the purported sale, gift or trade in the “real world” of Virtual Currency. Any attempt to do any of the foregoing is in violation of these Terms of Service and will result in an automatic termination of your rights to use the Virtual Currency and may result in termination of your Account and/or access to the Subtext Service, and/or possible legal action. All Virtual Currency is forfeited if your Account is terminated or suspended for any reason, in Subtext’s sole and absolute discretion, or if Subtext discontinues providing the Subtext Service.
License granted by Subtext
Subject to your compliance with the terms and conditions of these Terms of Service, Subtext grants you a limited, non-exclusive, non-transferable license, (i) to access, view, download and print any Subtext Content solely for your personal and non-commercial purposes; and (ii) to access and view any Member Content that Subtext makes available to you solely for your personal and non-commercial purposes and for no other purposes. You have no right to sublicense the license rights granted in this Section.
Subject to your compliance with these Terms of Service, Subtext grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below in the Section entitled “Accessing and Downloading the Application from iTunes”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (operating system software provided by Apple) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Subtext reserves all rights in the Application not expressly granted to you by these Terms of Service.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Subtext Service or Site Content, except as expressly permitted in these Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Subtext or its licensors, except for the licenses and rights expressly granted in these Terms of Service.
License granted by a Member
Members may post, upload, publish, submit or transmit Member Content to be made available through the Subtext Service. By making available any Member Content through the Subtext Service, and unless you have agreed otherwise with Subtext in writing, you hereby grant to Subtext 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 Member Content on, through or by means of the Subtext Service; provided that, solely with respect to Expert Content, Subtext will not charge money to access Expert Content unless it first receives written consent from the Expert who authored such Expert Content. Additionally, and without limiting the foregoing, by making available any Note Content or any portion thereof through the Subtext Service, you hereby grant to Subtext the sublicensable right to distribute, copy, modify, publicly display, publicly perform and otherwise exploit such Note Content on and through third party websites and applications. Subtext does not claim any ownership rights in any such Member Content and nothing in these Terms of Service will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Subtext Service. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Subtext Service or you have all rights, licenses, consents and releases that are necessary to grant to Subtext the rights in such Member Content, as contemplated under these Terms of Service; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Subtext’s use of the Member Content (or any portion thereof) on, through or by means of the Subtext 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.
You acknowledge and agree that, if you use the same mobile device or computer tablet as another individual, Subtext will associate the data you submit with the data submitted by such individual and may analyze and make relationships among such data in accordance with Subtext’s Privacy Policy.
Ownership
The Subtext Service and Site Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Service, Subtext and its licensors exclusively own all right, title and interest in and to the Subtext Service and Site Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Subtext Service or Site Content.
Third Party Reading Materials & Applications
The Subtext Service is intended to operate with content, including books and other reading materials supplied by third parties (the “Third Party Reading Materials”). For the purposes of these Terms of Service, Third Party Reading Materials exclude Member Content. Subtext may enable you to view free samples of reading material that you access through the Subtext Service by logging into a Third Party Account (for example, your Google account). However, the books and other reading material that the Subtext Service enables you to interact with are typically purchased or licensed by you from third parties. Additionally, certain features of the Subtext Service may be used in conjunction with software applications supplied by third parties ( “Third Party Applications”). For example, Subtext may, in its sole discretion, enable certain features of the Subtext Service to overlay and offer functionality within Third Party Applications that offer eReading functionality. You acknowledge and agree that: (i) that it is your sole responsibility receive access and rights to, such Third Party Reading Materials and Third Party Applications and that you assume all risk arising therefrom; and (ii) Subtext is not responsible or liable for acquiring rights to, or the performance or availability of, such Third Party Reading Materials or Third Party Applications. Notwithstanding commentary thereon or links thereto, Subtext does not endorse any such Third Party Reading Materials or Third Party Applications. You acknowledge sole responsibility for and assume all risk arising from your use of any such Third Party Reading Materials or Third Party Applications. You represent and warrant that you have all rights necessary to such Third Party Reading Materials and Third Party Applications as presented through or used in association with the Subtext Service. Subtext does not claim any ownership rights in any such Third Party Reading Materials or Third Party Applications.
Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Subtext Service ( “Feedback”). You may submit Feedback by emailing us at support@subtext.com or through the “Help” section of the Subtext Service. You acknowledge and agree that all Feedback will be the sole and exclusive property of Subtext and you hereby irrevocably assign to Subtext and agree to irrevocably assign to Subtext all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Subtext’s request and expense, you will execute documents and take such further acts as Subtext may reasonably request to assist Subtext to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
General Prohibitions
You agree not to do any of the following:
§ Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances. Posting a link to content is not prohibited.
§ Use, display, mirror or frame the Subtext Service, or any individual element within the Subtext Service, Subtext’s name, any Subtext trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Subtext’s express written consent;
§ Access, tamper with, or use non-public areas of the Subtext Service, Subtext’s computer systems, or the technical delivery systems of Subtext’s providers;
§ Attempt to probe, scan, or test the vulnerability of any Subtext system or network or breach any security or authentication measures;
§ Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Subtext or any of Subtext’s providers or any other third party (including another user) to protect the Subtext Service or Site Content;
§ Attempt to access or search the Subtext Service or Site Content or download Site Content from the Subtext Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Subtext or other generally available third party web browsers;
§ Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
§ Use any meta tags or other hidden text or metadata utilizing a Subtext trademark, logo URL or product name without Subtext’s express written consent;
§ Use the Subtext Service or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;
§ Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Subtext Service or Site Content to send altered, deceptive or false source-identifying information;
§ Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Subtext Service or Site Content;
§ Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Subtext Service;
§ Collect or store any personally identifiable information from the Subtext Service from other users of the Subtext Service without their express permission;
§ Impersonate or misrepresent your affiliation with any person or entity;
§ Violate any applicable law or regulation; or
§ Encourage or enable any other individual to do any of the foregoing.
Subtext will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Subtext may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Subtext has no obligation to monitor your access to or use of the Subtext Service or Site Content, or to review or edit any Member Content, but has the right to do so for the purpose of operating the Subtext Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Subtext reserves the right, at any time and without prior notice, to remove or disable access to any Site Content, that Subtext, at its sole discretion, considers to be in violation of these Terms of Service or otherwise harmful to the Subtext Service.
Copyright and IP Policy
Subtext respects copyright law and expects its users to do the same. Subtext has adopted and implemented a policy that provides for the termination in appropriate circumstances of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Subtext’s Copyright and IP Policy at www.subtext.com/copyrightpolicy, for further information.
Links to Third-Party Websites
The Subtext Service may contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by Subtext. You acknowledge and agree that Subtext has no control over and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, privacy policies, practices, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Subtext of such websites or resources or the content, products, practices, privacy policies, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Additionally, your dealings with or participation in promotions of any third parties, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that Subtext shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the Subtext Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. You expressly relieve Subtext from any and all liability arising from your use of any third-party website or services or third party content.
Termination and Account Cancellation
If you breach any of these Terms of Service, Subtext will have the right to suspend or disable your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. Subtext reserves the right to revoke your access to and use of the Subtext Service and Site Content at any time, with or without cause. In the event Subtext terminates these Terms of Service for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to support@subtext.com. If you do cancel your Account, the notes you submit when you interact with the Subtext Service will remain stored with Subtext and viewable through the Subtext Service, and the username you submit will remain associated with such notes and viewable through the Subtext Service.
Disclaimers
THE SUBTEXT SERVICES AND SITE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SUBTEXT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SUBTEXT MAKES NO WARRANTY THAT THE SUBTEXT SERVICES OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SUBTEXT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SUBTEXT SERVICES OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE SUBTEXT SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SUBTEXT SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUBTEXT OR THROUGH THE SUBTEXT SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ACKNOWLEDGE THAT SUBTEXT HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: WHICH USERS GAINS ACCESS TO THE SUBTEXT SERVICE; WHAT CONTENT YOU ACCESS VIA THE SUBTEXT SERVICE; WHAT EFFECTS THE SITE CONTENT MAY HAVE ON YOU; HOW YOU MAY INTERPRET OR USE THE SITE CONTENT; OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE SITE CONTENT. YOU HEREBY RELEASE SUBTEXT FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED SITE CONTENT THROUGH THE SUBTEXT SERVICE. THE SUBTEXT SERVICE MAY CONTAIN, OR DIRECT YOU TO WEBSITES CONTAINING, INFORMATION THAT SOME PEOPLE MAY FIND OFFENSIVE OR INAPPROPRIATE. SUBTEXT MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SUBTEXT SERVICE AND SUBTEXT WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, AGE APPROPRIATENESS OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SUBTEXT SERVICE.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SUBTEXT SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SUBTEXT SERVICE. YOU UNDERSTAND THAT SUBTEXT DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SUBTEXT SERVICE, NOR DOES SUBTEXT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SUBTEXT SERVICE. SUBTEXT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SUBTEXT SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SUBTEXT SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SUBTEXT SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SUBTEXT SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
Indemnity
You agree to defend, indemnify, and hold Subtext, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Subtext Service, Site Content, Third Party Reading Materials, or Third Party Applications, or your violation of these Terms of Service, including breach of any representations or warranties herein.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SUBTEXT SERVICES AND SITE CONTENT REMAINS WITH YOU. NEITHER SUBTEXT NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SUBTEXT SERVICE OR SITE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SUBTEXT SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SUBTEXT SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SUBTEXT SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SUBTEXT SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SUBTEXT SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUBTEXT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL SUBTEXT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SUBTEXT SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SUBTEXT SERVICES OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO SUBTEXT FOR USE OF THE SUBTEXT SERVICES OR CONTENT, OR FIFTY DOLLARS ($50) IF YOU HAVE NOT PAID ANY SUCH AMOUNTS, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUBTEXT AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Subtext used herein are trademarks or registered trademarks of Subtext. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Export Control
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Application, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
Accessing and Downloading the Application from iTunes
The following applies to any Application accessed through or downloaded from the Apple App Store ( “App Store Sourced Application”):
§ You acknowledge and agree that (i) these Terms of Service are concluded between you and Subtext only, and not Apple, and (ii) Subtext, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
§ You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
§ In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Subtext and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Subtext.
§ You and Subtext acknowledge that, as between Subtext and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
§ You and Subtext acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Subtext and Apple, Subtext, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service.
§ You and Subtext acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
§ Without limiting any other terms of these Terms of Service, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
Controlling Law and Jurisdiction
These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Entire Agreement
These Terms of Service constitute the entire and exclusive understanding and agreement between Subtext and you regarding the Subtext Service and Site Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Subtext and you regarding the Subtext Service and Site Content.
Assignment
You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Subtext’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Subtext may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: by Subtext (i) via email (in each case to the address that you provide) or (ii) by posting to the Application or Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
General
The failure of Subtext to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Subtext. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.
Contacting Subtext
If you have any questions about these Terms of Service, please contact Subtext at support@subtext.com or 2625 Middlefield Road #267, Palo Alto, CA 94306.
