Last Updated: September 7, 2022
form an agreement between you and Abstract. Your continued access and use of our Services, including the use of our version control and design workflow management platform as well as downloadable software that facilitates the use of the platform, is contingent upon your ongoing compliance with these Terms.
2. Customers, Account Types, And Authorized Users
In these Terms, we use “Customer” to generally refer to any party that uses our Services, whether as an individual or organization that has directly engaged our Services or as an individual who is authorized to use our Services through an account owned by another party.
We generally refer to our accounts as “Customer Accounts” and we currently offer “Pro Accounts” or “Enterprise Accounts” for 10 or more authorized users within an organization. While these Terms apply to all users of our Services and Customer Accounts, there may be specific terms that separately apply to Pro Accounts and Enterprise Accounts.
Any type of account for our Services may have one or more individuals authorized by the Customer to access and use the Services on the Customer Account (“Authorized Users”). For instance, employees or contractors working on behalf of and authorized by a Customer to access and use the Services on their account are Authorized Users. If you are invited to use our Services as an Authorized User, your use of the Services is governed by these Terms and any terms which the inviting party has entered into with us. If you have signed up for our Services using an organizational email address or are otherwise using the Services on behalf of an organization, then the organization is the Customer and you are an Authorized User.
3. Subscriptions And Support
Subject to Customer’s compliance with these Terms, Abstract will provide Customer with access to and use of Abstract's Services in accordance with your selected “Subscription.” Specific details regarding your Subscription to the Services (e.g., cost, duration, license limitations) will be selected or identified when you complete the online sign-up process on our website or execute an Order Form with us.
3.2. Subscription Support.
Once you have signed-up for your selected Subscription,Abstract will provide you with the necessary information to access the Services. Your Subscription will begin on the date that we make the Services available to you and continue for the period of time that you select (“Subscription Period”), provided that you continue to comply with these Terms. If you have administrative permissions for your account with Abstract, you may access and make certain changes to your Subscription (e.g., request to upgrade your Subscription plan, update billing information and/or contacts, or add Authorized Users) through the settings options on your accounts. 4. Types Of Services Offerings
4.1. Beta Products.
We may occasionally make new services, features, or capabilities available for evaluation and testing (“Beta Products”). Beta Products will only be made available to Customers, who may then in turn decide to allow their Authorized Users to also access Beta Products. Abstract will notify Customers in writing (e.g., email or inServices) that a new Beta Product is available by using identifying language, such as “beta,” “pre-release,” “early-release,” or words or phrases with similar meanings. Whether you choose to use a Beta Product is completely within your control as a Customer. If you do decide to use a Beta Product, you understand and agree that Beta Products are made available on an “AS IS” and “AS AVAILABLE” basis, “WITH FAULTS,” and without any warranties, guarantees to offer or continue to offer, indemnities, or support commitments of any kind. The use of a Beta Product may not extend outside of your valid Subscription Period.
4.2. Trial Plan Services.
In some instances, a Customer may sign up for a Trial Plan edition of the Services that is provided at no additional cost (“Trial Plan Services”). The Subscription Period for Trial Plan Services begins on the date of activation of the Trial Plan Services and lasts for two weeks, unless the Customer enters into a paid subscription prior to the expiration of the two-week Trial Plan Services period. During this Trial Plan Services time period, Abstract grants to Customer and its Authorized Users a non-transferrable, nonexclusive right to use the Trial Plan Services in accordance with these Terms. Trial Plan Services are made available on an “AS IS” and “AS AVAILABLE” basis, “WITH FAULTS,” and without any warranties, guarantees to offer or continue to offer, indemnities, or support commitments of any kind.
4.3. Licensed Services.
Where a Customer enters into a paid subscription with Abstract under an Order Form (“Licensed Services”), we will provide the Customer with access to and use of the Services in accordance with the specifications of the Order Form (e.g., costs, duration, license limitations) and these Terms, and grant Customer and its Authorized Users a non-transferrable, nonexclusive right to use the Licensed Services in accordance with such. The Subscription Period and any custom renewals will be provided in the specifications of the Order Form. If the Customer is a “Reseller” meaning a resale partner that is authorized by Abstract to resell the Services as stated and defined on the applicable Order Form, then the Reseller’s rights to resell and sublicense the Services may not exceed the rights and limitations granted by Abstract to Reseller in the Order Form.
5. Acceptable Use Of The Services
Customer agrees to comply with and will ensure that all Authorized Users agree to and comply with Abstract’s acceptable use requirements for the Services. Failure to comply with the following requirements, or others that we may reasonably implement in our discretion and as needed, may result in suspension or termination of Customer and/or its Authorized Users’ access to and use of the Services.5.1.
Customer may not and may not cause or permit others to:
i. use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations;
ii. attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services;
iii. take any action that imposes, or may impose as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
iv. upload invalid data, viruses, worms, or other software agents through theServices;
v. collect or harvest any personally identifiable information, including account names, from the Services;
vi. impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity;
vii. perform or disclose any benchmarking, availability, or performance testing of the Services;
viii. perform any removal, remediation, customization or change to the Services, outside of that which is provided in the Documentation (as defined in Section 7), without the prior express agreement of Abstract;
ix. perform or disclose any performance, identification, access, or vulnerability testing of the Services without Abstract’s prior written approval; or
x. bypass the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein. 5.2.
Customer may not and may not cause or permit others to:
i. modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services in any medium (including automated or non-automated scraping, data structures or similar materials produced by programs);
ii. access or use the Services to build or support, directly or indirectly, products or services competitive to Abstract; or
iii. license, sell, transfer, assign, distribute, outsource, commercially exploit, or make available the Services to any third party except as permitted by these Terms or an Order Form.5.3. Streaming Content.
Accessing any audiovisual content that may be available on the Services for any purpose or in any manner other than Streaming is expressly prohibited unless explicitly permitted by the functionality of the Services. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Services to an Authorized User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the Authorized User. 5.4. User Content.
Customer and its Authorized Users are solely responsible for the content and data that they submit through the Services (“User Content”).
i. You agree that any User Content that is posted does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy.
ii. To the extent that your User Content contains content that is owned or licensed by others, you hereby represent that you possess the right to post and use such content on the Services and have the right and power to grant, and do hereby grant, an appropriate license to Abstract for the posting and use of the User Content to the Services.
iii. In the case where User Content comprises music or other sound recording, you hereby represent that you are the owner or licensee of all the necessary copyright rights to post and use the User Content on the Services, including without limitation the performance, mechanical, lyrical, and sound recordings rights, with respect to each and every musical composition and sound recording contained in such User Content.
iv. Customer, and not Abstract, is liable for any unauthorized access, redistribution, infringement upon, or violation of any patent, copyright, trademark, contract, or any other right of User Content provided to the Services.
v. Abstract reserves the right, but is not obligated, to reject and/or remove any User Content that we believe, in our sole discretion and without notice, violates any of these provisions. In no instance shall Abstract be liable for the removal of the User Content materials.
vi. Customer understands that publishing your User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization, and Abstract bears no liability for loss of rights associated with User Content posted on the Services.
vii. Export Compliance. Customer acknowledges and agree that the Services may be subject to applicable export laws and regulations of the United States and other countries, including but not limited to the International Traffic in Arms Regulations of the U.S. Department of State, economic sanctions laws and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), and/or the Export AdministrationRegulations of the U.S. Department of Commerce, Bureau of Industry and Security. Customer shall not and shall not allow any third parties to remove or export from the United States or allow the export or re-export of any part of the Services or any portion thereof, including downloadable software: (i) into (or to a national or resident of or entity organized under the laws of) any embargoed or terrorist-supporting country or territory (currently, Crimea, Cuba, Iran, North Korea, and Syria), (ii) to anyone on the U.S. Commerce Department’s Denied Persons List or Entity List or OFAC’s list of Specially Designated Nationals and Blocked Persons; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of such export or re-export, without first obtaining such license or governmental approval; or (iv) otherwise in violation of any sanctions, export or import restrictions, laws, or regulations of the United States or foreign governmental agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Services and any portion thereof are further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government. 6. Users Of The Services
6.1. Authorized Users.
Employees and contractors working on behalf of and authorized by Customer to access and use the Services are Authorized Users.
i. Customer Information. Any Authorized User on a Customer account may upload, submit, post, create, share, or otherwise make available through the Services videos, images, music, comments, questions, documents, spreadsheets, design files, and any other content or materials submitted, posted, or otherwise made available by Customer and its Authorized Users (“Customer Information”).
ii. Management. Customer has the sole right and responsibility for managing its Authorized Users’ access to the Services and use of the Customer Information both within the Services and in general. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions of Authorized Users (e.g., giving certain Authorized Users administrative privileges), manage retention and export settings, transfer, or assign organizations.
iii. Limitations. Customer will also (a) inform Authorized Users of all of Customer’s own policies and practices that are relevant to the Authorized Users’ use of the Services and of any settings within the Services that may impact the processing of Customer Information, and (b) obtain all rights, permissions and consents from Authorized Users and other Customer personnel or contractors that are necessary to grant the rights and licenses set forth in these Terms, and to ensure the lawful use and transmission of Customer Information and operation and use of the Services.
iv. Account Security. Customer is responsible for all Authorized Users’ login credentials. Accordingly, Customer is responsible for all resulting damages, losses, or liability if usernames and passwords are not kept confidential by you or your Authorized Users, including for actions taken on the Services by unauthorized third-parties logging into and accessing the Services through Authorized Users’ accounts.6.2. Customer Responsibilities.
Customer is responsible for the content of any Customer Information and the way Customer and its Authorized Users choose to use the Services, to post information to the Services, and to store or process any Customer Information.
i. Compliance with Laws. Except for Abstract’s own obligations of confidentiality and data security hereunder, Customer is therefore solely responsible for ensuring compliance with all applicable laws that may apply to Customer Information, including but not limited to importation and use of the Services, privacy and data security laws, employment practices and intellectual property.
ii. Privacy Restrictions on Customer Information. Unless otherwise agreed to in writing by both parties, Customer may not submit any Customer Information that includes (a) a social security number, passport number, driver’s license number or similar identifier, (b) financial information, such as credit card, debit card or banking data, or (c) any other information which may be subject to data privacy and security laws intended to protect sensitive personal information including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), or the Children's Online Privacy Protection Act (COPPA). The Services are also not intended for and should not be used by anyone under the age of 13. Customer must ensure that all Authorized Users are over 13 years old. We do not make any representations as to the adequacy of the Services to process information which may be subject to data privacy and security laws intended to protect sensitive personal information or to satisfy any legal or compliance requirements which may apply to your Customer Information, other than as described herein.6.3. Abstract Responsibility.
Customer acknowledges and agrees that Abstract and our Services act only as a passive conduit for the online distribution of Customer Information by Customer and its Authorized Users.
i. To the extent permitted under applicable law and except as otherwise set forth under these Terms, Abstract has no responsibility and assumes no liability for protection of Customer Information whether in use on the Services or if used off the Services by Customer and its Authorized Users or by a third party. Customer agrees that it, and not Abstract, is fully and solely responsible for Authorized Users’ compliance with these Terms and the enforcement of any additional obligations that Customer may impose upon its Authorized Users.
ii. Abstract may, but has no obligation to, review all uses of the Services by Customer and its Authorized Users, including the content of Customer Information, for the purpose of checking compliance with these Terms. If we believe that a violation of these Terms can be remedied by Customer’s removal of certain Customer Information, we may ask Customer to take direct action rather than intervening ourselves to remove such content. However, we reserve the right to take further action if we believe a Customer is violating applicable law, or there is a credible risk of harm to us, the Services, Authorized Users, any of our other customers or third parties. Further action may include suspending or canceling your use of or access to the Services, suspending or canceling the use of access to the Service by any of your Authorized Users, requesting additional information or compliance measures from you, and/or removing certain Customer Information, when we deem it reasonably appropriate.
7.1. License to Use and Access.
For the duration of any authorized period of use of the Services, Abstract grants to Customer a non-exclusive, non-transferable license to access and use, and to permit Authorized Users to access and use, the Services, Abstract Materials, and any related “Documentation” meaning technical documentation generally published by Abstract to all of its customers in accordance with these Terms and solely for the Customer's own internal business purposes. To the extent that we may make software components available, via app stores or other channels, as part of the Services, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with these Terms. There are no implied licenses granted to the Services, Abstract Materials or Documentation, and all of our rights not expressly granted by the license in this section are retained by Abstract.7.2. License Restrictions.
Customer agrees to comply, and will ensure that its Authorized Users comply, with any usage limitations of the Services contained on any applicable Order Form or other terms as may be provided to Customer at the time of engaging our Services. Customer also agrees that it will not, and will not allow Authorized Users or third parties to, directly or indirectly:
i. modify, translate, copy or create derivative works based on the Services;
ii. reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Services, except as and only to the extent this restriction is prohibited by law;
iii. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party; iv. remove or obscure any copyright, trademark or other proprietary notices, legends or Abstract branding contained in or on the Services;
v. use the Services in any way that violates any applicable federal, state, local or international law or regulation;
vi. attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services; or
vii. use or access the Services to build or support and/or assist a third party in building or supporting products or services competitive to the Services.
7.3. Expiration of License.
Any license rights to use the Services will expire upon termination of an applicable Subscription with Abstract. Any Services or Documentation in the possession of Customer upon expiration must be returned to Abstract or certified in writing as having been destroyed
8. Fees And Payment Obligations
Customer will pay for access to and use of the Services as set forth in these Terms and any applicable Order Form (“Fees”). We may modify our Fees or introduce new fees in our sole discretion which will only become effective upon the next renewal of a Subscription or as otherwise agreed in writing by the parties. In the event that Abstract delays invoicing any Fees, Late Fees or Overage Fees, such delay shall not be a waiver of any payment due to Abstract for Services provided, except in such case as delay may be construed by law to bar Abstract from recovery.8.2. Payment.
We will invoice you for the Fees and any other applicable costs (e.g., bank transfer fees) in accordance with the Order Form. Customer agrees to pay all invoices submitted in accordance with these Terms or the Order Form within thirty (30) days after the invoice date. All information that you provide in connection with a purchase or transaction or other monetary transaction with the Services must be accurate, complete, and current. Acceptable payment methods include bank transfer (available to Enterprise Accounts and annual Pro Accounts only) (fees may apply), or credit card via online portal. Bank transfer instructions (if bank transfer payment method is available with your subscription) are included on each invoice. Customer is responsible for reimbursing Abstract for all bank fees charged to Abstract as a result of such transfer. All Fees must be paid in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in these Terms, non-refundable.8.3. Reseller Situations.
If a Customer has executed an Order Form with a Reseller, Customer will pay such Reseller (and not Abstract) in accordance with the terms of such Order Form. Notwithstanding the foregoing, Customer understands and agrees that ifCustomer does not pay the Reseller in accordance with the applicable Order Form, Abstract will have the right to terminate the Services upon notice to the Reseller and to suspend Customer’s license to, use of, and access to the Services. Furthermore, if a Reseller has executed an Order Form with Abstract on behalf of a client, the Reseller agrees to pay Abstract in accordance with the terms of such Order Form. Notwithstanding, the Customer understands and agrees that if Reseller does not pay Abstract in accordance with the applicable Order Form, Abstract will have the right to terminate the Services upon notice to the Customer and the Reseller and to suspend Customer’s license to, use of, and access to the Services.8.4. Taxes.
Fees stated on the Order Form are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.8.5. Failure to Pay.
If you fail to pay any Fees in accordance with these Terms, we may restrict or suspend your access to the Services pending payment of such overdue invoices.8.6. Late Fees.
In the event that an invoice remains outstanding net-30 from the invoice date, Abstract may implement a “Late Fee” of 20% of the annual total, compounding monthly until the overdue Fees, including any Late Fees, less any Abstractapproved objections, are remitted in full. 8.7. Overage Fees.
For any Customer account that has storage usage limits, if the Customer’s storage usage exceeds its designated limit, Abstract reserves the right to implement an “Overage Fee” of up to $10.00/Gb for each month, or portion of a month, that the account exceeds the storage usage limit. 8.8. Objections to Invoices and Fees Due.
If Customer believes that we have billed you incorrectly, Customer must contact us in writing no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to be eligible to receive an adjustment or credit.8.9. Adding Authorized Users.
Customer may add Authorized Users at any time through the Services or by contacting us. Upon adding an Authorized User, we will invoice you for such Authorized User at the same price stated in the applicable, then-current Order Form at the pro-rated rate for the remainder of the then-current Subscription Period or Renewal Period (as stated on the Order Form). Customer agrees to pay such invoices in accordance with this Section. Customer may not decrease the number of Authorized Users during the Subscription Period or Renewal Period; the number of Authorized Users purchased may only be decreased upon renewal.8.10.
New Services. During the Subscription Period or Renewal Period, we may offer new services or modules that are not included on your current Order Form. Abstract will notify you of the Fees for such, and you may choose to purchase new services or modules under a new Order Form but will not be required to do so to continue to use your thencurrent Services. 9. Term And Termination
9.1. Subscription Period.
The Subscription Period for any Services begins on the start date of the Services and remains in effect until the applicable Order Form has expired or has been terminated. 9.2. Term and Renewal.
The Subscription Period for Services under each Order Form will be as stated on such Order Form. Each Order Form will automatically renew for additional periods equal in length to the Subscription Period (“Renewal Period”) at Abstract’s then-current prices plus any annual price increase as communicated by Abstract, where such annual price increase shall be capped at 15% per annum from the start of the Subscription Period. If Customer reduces the number of licenses the aforementioned fee increase limit shall not apply. Either party may choose not to renew any Order Form by giving the other party notice in writing of non-renewal at least sixty (60) days before the end of the then-current Subscription Period or Renewal Period.
9.3. Subscription Cancellation and Refund Policy. Only Organization Owners can cancel the subscription. The Customer is solely responsible for the proper cancellation of any subscription. The Customer may cancel the subscription at any time by contacting firstname.lastname@example.org
i. Monthly Pro Subscription: You may cancel your monthly subscription at any time by providing thirty (30) days written notice. If the service is canceled midterm, the cancellation will have an effective date of cancellation on the scheduled renewal month following the required thirty (30) day notice period. No refunds will be issued for the current month or notice period month.
ii. Annual Pro Subscription: A Pro Annual Subscription that is paid in full via credit card has 14 calendar days from the date of renewal to request a cancellation and be eligible for a prorated refund, in our sole discretion. No refunds will be issued following the 14 calendar day grace period.iii. Enterprise Subscription: Enterprise Customer must provide notice in accordance with section 9(B). No refund or credit will be provided if the minimum notice requirements are not met.9.4. Termination for Cause.
If a party materially breaches these Terms, the nonbreaching party may terminate an Order Form for cause upon written notice to the breaching party and the breach is not substantially cured within thirty (30) days after the non-breaching party provides written notice of such breach.9.5. Effect of Termination.
i. Customer Termination. If Customer terminates its Subscription under these Terms as a result of Abstract’s failure to cure a material breach, Abstract will refund any unused, prepaid Fees for the remainder of the then-currentSubscription Period or Renewal Period as stated on the applicable Order Form.
ii. Abstract Termination. Upon any termination for cause by Abstract, Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period or Renewal Period after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any Fees payable to us for the period prior to the effective date of termination.
iii. License Termination. Except as otherwise set forth herein, upon any termination of a Subscription or Order Form under these Terms, all licenses granted hereunder will immediately terminate and Customer will no longer have the right to access or use the Services. 9.6. Suspension of Service.
In the event that Customer fails to fully pay its invoices as per the terms indicated on any such invoice, Abstract reserves the right to immediately suspend service once an invoice becomes past due without such notice to customer. Except amounts due for which Customer has properly objected and notified Abstract in accordance with section 8(h). The Customer Account may be designated an “Inactive Account” if the account remains delinquent for a period of thirty (30) days after suspension of services and the Removal Period will begin. 9.7. Data Migration and Removal Period.
Following termination or expiration of Customer’s Subscription for any reason (e.g. closure, inactivity, non-renewal) by either party, Abstract may immediately revoke Customer access to Customer Account information and the Removal Period shall begin (“Removal Period”). Should the Customer require access to its Customer Account information, upon written request, Abstract will provide the Customer with read-only access to the Services for a period of up to ninety (90) days from the date of termination or expiration. Such access is granted for the sole purpose of exporting Customer Account information (except for comments made through the Services by Authorized Users). Abstract will charge a monthly fee equal to 20% of the total annual contract value plus any applicable taxes in advance of granting access until such time that all Customer Account information has been removed and Abstract notified of such by Customer (“Monthly Maintenance Fee”). Data Migration and Removal Period service will only be made available to Customer if the account is current and no arrears are due to Abstract at the time of request.
9.8. Expiration of Removal Period.
Thirty (30) days following the commencement of the Removal Period, provided the Customer has not requested read only access, Abstract has no further obligation to maintain any Customer Account information or data and has no obligation to provide any further notices to Customer regarding the maintenance of any Customer Account information. As such, upon the expiration of the Removal Period, Abstract may without notice delete any remaining Customer Account information in our systems or otherwise in our possession or under our control. 10. Confidentiality
10.1. Confidential Information.
“Confidential Information” is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. Customer’s Confidential Information includes, without limitation, data provided by Customer to Abstract in the course of using or receiving the Services. Abstract’s Confidential Information includes, without limitation, the Services and Documentation, pricing of the Services (i.e., listed price and/or pricing methodology), any order form or Purchase Order, business plans, marketing information, and services design and implementation. 10.2. Use and Nondisclosure.
A receiving party will hold the Confidential Information of a disclosing party in strict confidence and treat that information with the same degree of care as it uses in dealing with its own Confidential Information, but no less than a reasonable degree of care. Abstract will use Customer Confidential Information solely for the purposes of providing the Services. Each party may share Confidential Information with its employees, directors, agents, or third-party contractors who need to know it and provided that each is bound in writing to terms at least as restrictive as those herein. Other than as allowed in the preceding sentence, Customer will not disclose or enable the disclosure of Confidential Information to any third party, except as specifically authorized by Abstract in writing.10.3. Exceptions.
Confidential Information does not include information that: (i) is or becomes generally known to the public without breach by the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party, without breach of any obligation owed to the disclosing party; (iii) is received from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party. All Confidential Information is the property of the disclosing party and its disclosure does not grant any express or implied rights (e.g., under patent, copyright, trademark, or trade secret laws) to the receiving party. All rights not expressly granted herein are reserved by the disclosing party.10.4.
Required Disclosure. A party may disclose Confidential Information when compelled to do so by law, but only if it: (i) promptly provides prior notice to the disclosing party and an opportunity for it to seek a protective order; and (ii) discloses only the minimum amount of Confidential Information that is necessary to comply with the required disclosure.10.5.
Return. Upon reasonable written request, a receiving party will promptly return all Confidential Information or certify in writing that it has destroyed all such materials. 11. Privacy, Usage Data, And Data Security
which is incorporated into these Terms and controls our privacy obligations as you interact with us and use our Services.. Abstract has taken appropriate measures to ensure that your information, including any personal information, is safeguarded during processing by us or by our authorized subprocessors or third parties. When our Customers use our Services, it is the responsibility and liability for the Customer to ensure the information that it controls and processes is in compliance with any applicable laws based on the Customer’s location and the locations of its Authorized Users.11.2. Applicable Law.
and further that, regardless of your location, you understand, agree and consent to have your personal information transferred to and processed in the United States. Your privacy questions and concerns may be directed to email@example.com. Ownership of Usage Data.
At all times in relation to providing the Services to Customers, Abstract will maintain appropriate, industry-standard administrative, physical, technical and organizational measures to protect any data and information, including personal information. Those safeguards include measures for preventing unauthorized access, use, modification, deletion and disclosure of information that Abstract collects, accesses, processes or receives from Customers under these Terms against unauthorized or unlawful transfer, processing, or alteration and against accidental access, loss, damage, processing, use, transfer, or destruction.11.5. Security Incident.
In the event of a known or reasonably suspected data security incident involving our Services, Abstract will promptly notify Customer and will promptly investigate the incident. Such notice will describe the incident, the status of our investigation, and, if applicable, the potential number of persons affected. If such incident triggers any third-party notice requirements, Customer will be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. Customer bears sole responsibility for adequate security, protection and backup of information, including personal information, when in Customer’s possession or control. Abstract is not responsible, and Customer is fully responsible, for what Customer’s Authorized Users do with any information to which it has authorized access, including personal information. 12. Intellectual Property
12.1. Ownership of Abstract Materials.
Abstract owns and/or has the right to use the Services and all underlying and related technology, information and documentation related to the Services (“Abstract Materials”). Our Abstract Materials are protected by patent, trademark, trade secret, copyright and other intellectual property rights. All trademarks, logos, and service marks displayed within our Services are the registered and unregistered trademarks of Abstract (a list of which is located at the Abstract Trademarks
website) or third parties who have authorized their use by us. You may not use, copy, edit, reproduce, republish, upload, post, transmit, distribute, create derivatives of, or modify the Abstract Materials in any way without prior written approval from us and any third party owner or licensor. You are prohibited from infringing or violating Abstract’s intellectual property rights and we will enforce our rights to the fullest extent of the law. Unless otherwise indicated, our Services and all Abstract Materials are our proprietary property, are owned or licensed and controlled by us, and are protected under various intellectual property rights, unfair competition laws of the United States, international copyright laws, and international conventions. The Services and the Abstract Materials are provided “AS IS” by us to you and only for your authorized use. Except as specifically provided in these Terms, no part of our Services or any Abstract Materials may be used by you for a commercial purpose without our express prior written permission.
12.2. Commentaries on Abstract.
Our websites or other marketing materials, as well as in our other Services, may contain video or text commentaries by users of Abstract Services. These commentaries are personal to the individuals providing them and the views expressed therein belong solely to those individuals and do not necessarily reflect Abstract’s views or opinions. Users who provide commentary are not affiliated with Abstract (unless designated as such) and are not compensated for their opinions by Abstract. Abstract owns all license, image and intellectual property associated with any commentaries, and may, without the permission of the user, edit the commentaries as necessary for content, clarity or brevity.12.3. Feedback.
You may from time to time provide suggestions, comments or other feedback with respect to the Services, including Abstract Materials and Documentation, or future products and services that we may develop (“Feedback”). Abstract may, but is not required to, use or incorporate this Feedback into its Services and by providing us with Feedback you agree that we may do so. You hereby grant to us and our assigns a fully paid up, royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any Feedback as we see fit, entirely without obligation or restriction of any kind, except that Abstract will not identify you as the provider of such Feedback. If you are an Authorized User, it is your responsibility and that of the Customer who has authorized you, to confirm that you may share your Feedback with us prior to you doing so.12.4. Copyright Infringement.
In your interactions with Abstract and your use of our Services, you may not post, modify, distribute, or reproduce in any way, any content that is copyrighted material belonging to others, without obtaining their prior written consent. The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through our websites or otherwise in our Services infringes your copyright, you may send a notice to us requesting that the material be removed or access to it blocked. For the notice to be effective, it must be in writing and must include the following information:
i. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
ii. identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);
iii. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material within our websites or otherwise in our Services;
iv. the name, address, telephone number and email address (if available) of the complaining party;
v. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
vii. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, and your content has been removed or access to your content has been blocked, the DMCA permits you to send us a counternotice. For the counter-notice to be effective, it must be in writing and must include the following information:
viii. physical or electronic signature of the user or a person authorized to act on behalf of the user;
ix. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
x. a statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
xi. the user's name, address, and telephone number; and
xii. a statement that the user consents to the jurisdiction of the courts in New Castle County, State of Delaware and that the user will accept service of process from the person who submitted the Notification of Claimed Infringement or an agent of such person. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov
for details. DMCA notices and counter-notices regarding our websites and Services should be sent to: Abstract Studio Design, Inc. 3909 S Maryland PkwySuite 314, PMB 34Las Vegas, NV 89119Email: firstname.lastname@example.org Please note that under Section 512(f) of the Copyright Act, any person who knowingly misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that Abstract may take action against repeat infringers, including the termination of your user account and barring you from using our Services. 13. Representations And Warranties
13.1. By Abstract.
Abstract represents and warrants that:
i. it will comply with all applicable federal, state and local United States laws and regulations with respect to its business operations;
ii. it will comply with the privacy obligations disclosed in its then-current PrivacyPolicy, including the processing and use of Customer information;
iii. the Services will substantially comply in all material respects with theDocumentation;
iv. it will provide the Support Services in a professional and workmanlike manner;
v. it has used commercially reasonable efforts to ensure that the software underlying the Services and the environment used for the Services contain noHarmful Code; and
vi. it uses commercially reasonable efforts to prevent the introduction of Harmful Code into the software underlying the Services and the environment used for the Services. For purposes of this warranty, “Harmful Code” includes any malicious code containing viruses, trojan horses, time bombs, worms or like destructive code or code that self-replicates or computer instructions, circuitry or other technological means designed to permanently disrupt, damage, or interfere with Customer’s use of the Service or Customer’s own computer systems. If the Services are not provided in accordance with the above warranty, Customer will promptly notify Abstract and Abstract will make commercially reasonable efforts to rectify such non-compliance. If after thirty (30) days Abstract is unable to substantially bring the Services into compliance, Customer may request Abstract to terminate Customer’s agreement and refund any unused pre-paid Fees to Customer. The foregoing remedy is Customer’s sole remedy and Abstract’s sole liability if Abstract breaches the terms of this Section.13.2. By Customer.
Customer represents and warrants that:
i. it has obtained all rights and consents as may be required (by law or otherwise) to transfer, post, submit, and use any User Content or Customer information as contemplated by these Terms;
ii. the use of any User Content or Customer information provided to Abstract or the Services as contemplated by these Terms will not violate any law or infringe any third-party’s rights, including but not limited to any intellectual property or privacy rights;
iii. you have and do hereby grant the necessary ownership rights to any content you provide through the Services, including to any party that has invited you to use the Services on their behalf; andiv. for any type of account that you hold or use with our Services, you have all right, power, and authority to enter into the agreement created by acceptance of these Terms and/or an Order Form, and, if acting on behalf of an organization, that you may legally bind that organization to these Terms. 14. Disclaimer
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED ABSTRACT MATERIALS, DOCUMENTATION, COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ABSTRACT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OFMERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ABSTRACT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.15. Limitation Of Liability
ABSTRACT WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THESE TERMS OR THE USE OF THE SERVICES, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES, OR (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY. IN NO EVENT WILL ABSTRACT BE LIABLE WITH RESPECT TO ANYDAMAGES THAT, IN THE AGGREGATE, EXCEED THE AMOUNTS PAID OR PAYABLE TOABSTRACT WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. FURTHER, IN NO EVENT SHALL ABSTRACT’S TOTAL AGGREGATE LIABILITY FOR ACTIONS ARISING FROM THE USE OF BETA PRODUCTS, Trial Plan SERVICES OR TRIAL SERVICES EXCEED ONE HUNDREDDOLLARS ($100) WITHIN A TWELVE (12) MONTH PERIOD. THESE LIMITATIONS WILL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF OR COULD HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 16. Indemnification
16.1. Abstract Indemnification.
Abstract will as permitted by applicable law, indemnify, defend, and hold Customer and its officers, directors, and employees harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of an unaffiliated third party (“Claim”) based upon or resulting from: (i) infringement of such third party’s Intellectual Property attributable to use of the Services by Customer or its Authorized Users or (ii) a security incident is attributable to a third-party provider, to the extent the data that is the subject of the security incident was provided by Abstract to the third-party provider, or to Abstract’s negligence, willful misconduct, or failure to fulfill its obligations under these Terms or any Order Form.
i. Exceptions. Notwithstanding anything to the contrary, Abstract will have no obligation to indemnify, defend and hold Customer harmless from any Claims to the extent they arise from: (a) use of the Services in any manner by Customer that does not comply in all material respects with these Terms or the Documentation; (b) use of the Services by Customer in combination with any hardware, software or other applications not approved by Abstract; or (c) modifications to the Services by or on behalf of Customer that are not made or authorized by Abstract (“Exceptions”).
ii. License Option. In the event that any part of the Services becomes the subject of a Claim, or Abstract reasonably determines that any is likely to become the subject of a Claim, asserting that its use infringes the Intellectual Property of a third-party, Abstract may, at its sole discretion (a) procure a license as necessary for the provision of the Services as required under an applicable Order Form, or (b) modify or replace the Services to avoid infringement, provided that such retains materially the same or better features and functionality.
16.2. Customer Indemnification.
Customer agrees that Abstract will have no liability for and Customer will to the fullest extent permitted by applicable law, indemnify, defend, and hold Abstract harmless against any Claim to the extent arising from any Exception.
16.3. Indemnification Procedure.
The indemnified party will: (i) give the indemnifying party prompt notice of any indemnified claim, provided that failure of the indemnified party to give such prompt notice will not relieve the indemnifying party of any obligation to indemnify pursuant to this section, except to the extent the indemnifying party has been prejudiced thereby; (ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim, provided that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation. The indemnified party will have the right to retain its own counsel at its own expense to participate in the defense or settlement of any indemnified claim.
17. General Terms
Customer grants us the right to use its name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as may be provided to us from time-to-time.17.2. Force Majeure.
Except for Customer’s payment obligations hereunder, neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, pandemics, war, terrorism, and governmental action.17.3. Relationship of the Parties.
The parties are independent contractors as to each other. Neither these Terms, nor use of the Services, create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.17.4. No Third-Party Beneficiaries.
There are no third-party beneficiaries to these Terms, such that a person who is not a party to the agreement formed by these Terms may not enforce any of its provisions under any applicable law.17.5. Third Party Products, Links and Information.
The Services may integrate with third party products, services, materials, or information or links thereto that are not owned or controlled by us (“Third Party Materials”) (e.g., Slack). You may be required by the providers of such Third Party Materials to enter into separate agreements in order to use their services. Abstract does not warrant, and will not have any liability or responsibility for, any websites, materials, products, or services of third parties. Any use by you of Third Party Materials is entirely at your own risk and discretion and we do not endorse or assume any responsibility for any such Third Party Materials. Customer expressly relieves us from any and all liability arising from its or its Authorized User’s use of any Third Party Materials.17.6. Notices; Email Communications.
Notices under these Terms will be provided as follows:
i. Either party may utilize email, with Customer using email@example.com and Abstract using the Customer email address provided through the Services, and notice is deemed given the business day following the date of sending notice email; or
ii. Either party may utilize U.S. certified or registered mail, with Customer using 3909 S Maryland Pkwy, Suite 314, PMB 34, Las Vegas NV 89119 to notify Abstract and Abstract using the physical address provided by Customer in an order form, if any, to notify Abstract, and notice is deemed given three (3) days after the date of mailing; and
iii. Abstract may in addition to the above provide valid notice to Customer through the Services, and notice is deemed given the day on which it is provided in the Services. 17.7. Amendment and Waivers.
No modification or amendment to these Terms will be effective unless made in writing and signed by an authorized representative of both parties. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right, and so such waiver will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
If any part of these Terms is found to be invalid or unenforceable, that part will be limited to the minimum extent necessary to allow the remainder and intent of the Terms to otherwise remain in full force and effect. Our failure to enforce any part of these Terms is not a waiver and we do not give up any of our rights to later enforce.
Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Abstract may assign its agreement(s) with any Customer, in their entirety (including all Order Forms), without the consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this section is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.17.10. Governing Law and Venue.
These Terms, and any disputes arising out of or related hereto (including all Order Forms), will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Each party hereby consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware to adjudicate any dispute arising out of or relating to these Terms. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
17.11. Dispute Resolution; Waiver; Binding Arbitration.
If you have a dispute with Abstract, we invite you to reach out to us at firstname.lastname@example.org so that we can try to resolve your concerns. If after 30 days we are unable to amicably resolve any claim or dispute between us arising under these Terms, then you agree to have your claim or dispute resolved through confidential, individual, binding arbitration in New Castle County, Delaware under the then prevailing commercial arbitration rules of the American Arbitration Association (“AAA”) and you hereby waive any right to a jury trial.
i. The parties agree that one (1) arbitrator, selected jointly by the parties, will arbitrate the dispute. If the parties cannot agree on an arbitrator within 20 days of the demand for arbitration, the arbitrator will be selected from the AAA panels and according to the Rules of the AAA. The decision of the arbitrator will be made in writing, is final and binding, and judgment may be entered in any court of competent jurisdiction. The decision may not be vacated, modified or appealed, except to the extent permitted by the terms of sections 10 and 11 of the Federal Arbitration.
ii. To the fullest extent of the law, such arbitration will be limited to a specific individual and may not be inferred to or against matters affecting other individuals’ interactions with Abstract, thus meaning that you agree not to participate in any joint, consolidated or class action lawsuit or arbitration and you explicitly waive the right to have your claims consolidated into, asserted by, or determined according to a class action lawsuit or arbitration. Terms shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, without giving effect to any conflict of law provisions. The expenses of arbitration, including reasonable attorneys’ fees and the fees and expenses of the arbitrator, shall be shared equally by the parties.
iii. Notwithstanding this provision, Abstract may bring a claim related to intellectual property rights or seek temporary and preliminary specific performance and injunctive relief in any court of competent jurisdiction, without the posting of bond or other security.
Each party represents and warrants that it has validly entered into these Terms and has the legal power to do so on its own behalf or as a duly authorized designee of an Enterprise Customer.
17.13. Entire Agreement.
These Terms, including all referenced documents, information, and Order Forms, if applicable, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
17.14. Controlling Terms.
Without limiting the entirety of the Agreement provision in the foregoing, these Terms control and supersede the terms of any online agreement electronically accepted by Customer or any Authorized Users, as well as any Order Form or the pre-printed terms or other terms on any Customer purchase order or other documentation. 18. Changes To The Terms
Abstract may revise and update these Terms at any time and for any reason in our sole discretion. We will provide notice of the most recent version of these Terms by updating the “Last Updated” date above and you waive any right to receive specific notice otherwise of changes. All changes are effective immediately upon posting and apply to all access to and use of our Services thereafter. If you don’t like any changes to our Terms, you may stop using our Services. Your continued access to and use of our Services signifies your acceptance of the revised and then-current Terms. 19. Contact Us
If you have any questions about these Terms or would like to provide us with feedback, comments, requests for support, or other communications relating to our Services, please contact us at: email@example.com
or you may direct mail to us at: Abstract Studio Design, Inc., 3909 S Maryland Pkwy, Suite 314, PMB 34, Las Vegas NV 89119 . Thank you for using Abstract!