This Terms of Service is organized as follows:
Certain features of the Services may be subject to additional guidelines, terms or rules, which will be posted within our Application and/or on our Online Services. All such additional guidelines, terms or rules are incorporated by reference into the Terms of Service.
Minimum Age. The Services shall not be used by any person under the age of 13, and by using the Services you are warranting that you are 13 years of age or older. Confide also strongly recommends that children ages 13 through 17 consult their parents or legal guardians before using the Services.
Account Registration. To create an account you must register for our Services. During the registration process, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using one or more of them. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. Confide will not be liable for any loss or damage caused by any unauthorized use of your account.
Software. In order to enable new features and enhanced functionality, you consent to downloading and installing updates to our Services.
Licenses. Confide grants you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access, download, install and/or use the Services for your lawful, personal and non-commercial use in accordance with the Terms of Service.
Permitted Use. You agree to use the Services only for purposes that are lawful and to comply with all applicable laws. If you are unable for any reason to comply with applicable law, you should stop using the Services immediately. You shall not use the Services for any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable purpose of any kind, including but not limited to any purpose that encourages conduct that would constitute a criminal offense, gives rise to civil liability, or otherwise violates any applicable local, state, national, or foreign law. In no event shall Confide be responsible to you or any third party for your failure to comply with local, state, federal or international laws.
Unauthorized Use. You may use the Services, provided that you shall:
Any violation of the Terms of Service may result in the termination of your account and your ability to access and use the Services.
Confide recognizes the name on the account as the sole owner of the account. You are fully responsible for all transactions undertaken by means of your account. You shall notify us immediately and confirm in writing any unauthorized use of your account. You are the sole and exclusive guardian of any password that you may use to access the Services. If you provide any information in connection with your subscription, you agree to maintain accurate, complete and current information. You agree that in order to accommodate certain requests by you, we may require you to verify your ownership of an account by sending a verification code to the phone number on the account and/or by requesting reasonable documentation to show your ownership of the number and account
Subscriptions. You may choose to purchase a monthly or annual subscription and download the Application through a third party platform. Alternatively, you may subscribe to our Services through our website and then download the related Application through a third party platform.
When you purchase a subscription, payment may be processed by third parties who act on our behalf or directly by the third party platform (e.g. Apple or Google). Rates for services are listed in the Application and in the applicable app store. Confide reserves the right to modify its rates at any time and/or to offer special promotions. All payments are non-refundable. Subscription payments will auto-renew unless cancelled in accordance with the Terms of Service. If you purchased the Application through a third party platform and have a billing dispute, you must contact the respective third party platform to seek a remedy. If you purchased a subscription to our Services through our Online Services, please contact us.
Free Trial. We may provide a free trial period during which you can use all features of the Services for a limited period of time. You acknowledge and agree that your free-trial subscription will automatically renew as a paid subscription unless you cancel before the end of the trial period in accordance with the Cancellation section of the Terms of Service.
Automatic Renewal. Paid subscriptions to our Services are auto-renewing. You will be charged the stated subscription amount for the subscription period upon completion of your registration and submission of your payment information or, if applicable, at the end of your free trial period if you have not canceled at least 24 hours in advance of the expiration of the trial period. You hereby agree to and authorize automatic (recurring) billing, and you agree to pay the charges made to your account in connection therewith. You will be billed at the then-current applicable subscription price plus any applicable taxes. Payments for renewal subscriptions are processed using the same billing cycle as your current subscription. Subscription fees may change at any time, to the fullest extent permitted under applicable law. Your subscription, and monthly billing of your account, will continue indefinitely until cancelled by you in accordance with the Cancellation section of the Terms of Service.
We reserve the right to add or remove features or functions to the Services at any time. When installed on your Devices, Confide periodically communicates with our servers. We may require updating the Application on your Devices when we release a new version or when we make new features available. This update may occur automatically or upon prior notice to you. You understand that we may require your review and acceptance of our then-current Terms of Service before you will be permitted to use any subsequent versions of the Service. You acknowledge and agree that any obligation we may have to support previous versions of the Service may be ended upon the availability of updates, supplements or subsequent versions of the Services. You acknowledge and agree that we have no obligation to make available to you any updates, supplements or subsequent version of the Service.
Mobile Platform Download (e.g. Apple or Google). You may discontinue your subscription and recurring payments at any time by following the Apple App Store or Google Play Store instructions. If you have a paid subscription, you will not be entitled to any refund of unused balances if you discontinue your subscription. There are no refunds on subscriptions once the charge has gone through for the billing period.
Confide reserves the right, if it reasonable suspects that you are committing fraud or otherwise violating the Terms of Service to (a) terminate your access to the Service upon one (1) days’ electronic notice; (b) refuse to allow you to recharge your account; or (c) suspend your account immediately until further investigation takes place.
Upon any termination of the Terms of Service, the license granted above shall terminate, and you shall have no right to continue to use the Services.
Warranties. YOU ACKNOWLEDGE THAT CONFIDE DOES NOT REPRESENT OR WARRANT THAT THE CONTENT AND ANY OTHER DATA OR INFORMATION PROVIDED THROUGH THE SERVICE WILL BE ACCURATE OR COMPLETE
YOU ALSO ACKNOWLEDGE THAT THE SERVICE MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE THE SERVICE TO BE UNAVAILABLE OR TO FAIL TO DELIVER MESSAGES OR OTHERWISE BE UNRELIABLE. CONSEQUENTLY, THE SERVICE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SERVICE OR THE CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE SERVICE, ITS SERVERS, OR THE CONTENT ARE OR WILL BE SECURE OR FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
Limitation of Liability. IN NO EVENT WILL CONFIDE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR (I) ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE OR ANTICIPATED SAVINGS, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION ARISING OUT OF THE TERMS OF SERVICE OR RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICE OR THE CONTENT, REGARDLESS OF THE CAUSE OF ACTION (INCLUDING TORT AND BREACH OF CONTRACT) EVEN IF FORESEEABLE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES ARISING OUT OF THE TERMS OF SERVICE OR THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICE OR THE CONTENT, EXCEEDING, IN THE AGGREGATE, THE HIGHER OF FIFTY DOLLARS ($50) OR THE TOTAL FEES THAT YOU HAVE PAID TO US WITHIN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO ANY CLAIM FOR SUCH DAMAGES
You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, agents, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of the Terms of Service and/or your misuse of the Services. We shall provide notice to you of any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
The Services may contain links to third-party websites or may otherwise allow you to gain access to third-party websites (“External Sites”). These links and/or access to such External Sites are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your Devices from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
The Services contains material, such as proprietary software, text, graphics, images, and other material provided by or on behalf of Confide (collectively, the “Content”). The Content (excluding the sensitive and confidential information shared between users) presented to you as part of the Services is owned by Confide or by its licensors and is protected by intellectual property rights under both United States and foreign laws. Except as expressly permitted under the Terms of Service, no right, title, or interest in or to any Content is transferred to you. The trademarks, service marks, logos, product names and company names (the “Trademarks”) used and displayed on or through the Services are registered and unregistered trademarks or service marks of Confide and its licensors. Nothing in the Services or in the Terms of Service shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. All goodwill generated from the use of the Trademarks inures to the benefit of Confide and its licensors, as applicable.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including but not limited to the use of framing or mirrors.
Confide respects the intellectual property rights of others, and we expect our users to do the same. We will review all claims of copyright infringement received and remove any Content posted or distributed in violation of applicable copyright laws.
Our designated agent under the United States Digital Millennium Copyright Act, 17 U.S.C. Section 1201, et seq., (the “DMCA”) for the receipt of any Notification of Claimed Infringement which may be given under the DMCA is as follows:
330 West 34th Street, 5th Floor
New York, New York 10001
If you believe that your work has been copied on or via the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the DMCA, including: (i) a description of the copyrighted work that has been infringed and the specific location where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and email address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Governing Law. The Terms of Service and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
Equitable Relief. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce the Terms of Service. We may, without waiving any other remedies under the Terms of Service, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.
Initial Dispute Resolution. You agree to use your best efforts to settle any dispute, claim, question or disagreement directly through consultation with Confide’s customer support. Please contact us before initiating any lawsuit or arbitration.
The exclusive means of resolving any dispute or claim arising out of or relating to the Terms of Service (including any alleged breach thereof), the Services, or the Application shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against Confide in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against Confide any class action, class arbitration, or other representative action or proceeding. By using the Services or the Application in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Confide (except for matters that may be taken to small claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Confide (except for small-claims court actions) may be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes and you irrevocably waive any right to a trial by jury. The Terms of Service, and any dispute between you and Confide, shall be governed by the laws of the state of New York without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
Online Dispute Resolution. If you reside in the European Union, you can find information about online dispute resolution here: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=EN
Export Controls. The Services and the underlying information and technology are subject to US and international laws, restrictions and regulations that may govern the import, export, downloading and use of the Services. You agree to comply with these laws, restrictions and regulations when downloading or using the Services
Severability. If any provision of the Terms of Service is deemed by a competent court or arbitrator to be invalid, void, or unenforceable, the parties agree that the court or arbitrator should endeavor to give effect to the parties’ intentions as reflected in the applicable provision, and any unenforceable provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provision.
Section Headings. The section headings are provided merely for convenience and shall not be given any legal import.
Force Majeure. Confide shall not be liable to you or others for failure to perform under the Terms of Service if the failure results, directly or indirectly, from government action or inaction, mechanical or electrical breakdown, war, civil unrest, natural disaster or other cause beyond its reasonable control. If you are affected by an interruption of delay contemplated by this section, Confide will use its commercially reasonable efforts to remedy the interruption of delay if it is reasonably capable of being remedied.
Waiver. Our failure to act on or enforce any provision of the Terms of Service shall not be construed as a waiver of that provision or any other provision in the Terms of Service. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
Binding Agreement. The Terms of Service shall be binding upon and shall inure to the benefit of the parties
Compliance with Applicable Laws. The Services are based in the U.S. We make no claims concerning whether the Services may be used or are appropriate for use outside of the United States or for your particular industry, company, or intended use. Your access to and use of the Services is solely at your own risk. You are solely responsible for ensuring compliance with the applicable laws of your specific jurisdiction and industry
Ambiguous Terms. Any ambiguities in the Terms of Service will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. The Terms of Service will not be construed against any party by reason of its preparation.
Confide respects free and open discussion and dissemination of information. When there are competing interests at issue, however, Confide reserves the right to take certain preventive or corrective actions. In order to protect these competing interests, Confide has developed this Acceptable Use Policy (“AUP”), which supplements and explains certain terms in the Terms of Service and further defines your rights and obligations when utilizing the Services. This AUP may be revised from time to time, without any obligation to notify you of the same. Your use of the Services after changes to this AUP are made available through the Services shall constitute your acceptance of any new or additional terms.
When you obtain information via the Services, you must keep in mind that we cannot, and do not make any attempt to monitor, verify, warrant, or vouch for the accuracy and quality of the information that you may acquire. For this reason, you must exercise your best judgment in relying on information obtained from the Services, and also should be aware that some material may be offensive. Because we cannot monitor or censor the Services, and will not attempt to do so, Confide shall not be responsible for injury to you that results from inaccurate, unsuitable, offensive, or illegal communications
When you disseminate information via the Services, you must keep in mind that Confide does not review, edit, censor, or take responsibility for any information you may create. When you place information on the Services, you have the same liability as other authors for copyright infringement, defamation, and other harmful speech. Also, because the information you create is carried over networks and may reach a large number of people, your communications may affect other users and may harm our goodwill, business reputation, and operations. For these reasons, you violate this AUP and the Terms of Service when you engage in or facilitate the following prohibited activities:
Intellectual Property Violations. Using the Services to engage in any activity that infringes or misappropriates the intellectual property rights of others, including copyrights, trademarks, service marks, trade secrets, patents, or privacy or publicity rights held by individuals, corporations, or other entities. We are required by law to remove or block access to user content upon receipt of a proper notice of copyright infringement. It is also our policy to terminate the privileges of users who violate copyright laws.
Obscene Speech or Materials. Using the Services to view, advertise, transmit, store, post, display, or otherwise make available child pornography or obscene speech or material. We are required by law to notify law enforcement agencies when we become aware of the presence of child pornography on or being transmitted through the Services.
Defamatory or Abusive Language. Using the Services as a means to transmit or post defamatory, harassing, abusive, or threatening language.
Spamming. Using the Services to send unsolicited bulk and/or commercial messages (known as “spamming”). Spamming is not only harmful because of its negative impact on consumer attitudes toward Confide, but also because it can overload our networks and disrupt service to our other users. When a complaint is received, we have the discretion to determine from all of the evidence whether the recipients were from an “opt-in” email list.
Forging of Headers. Using the Services to forge or misrepresent message headers, whether in whole or in part, to mask the originator of the message.
Illegal or Unauthorized Access to Other Computers or Networks. Using the Services to access illegally or without authorization computers, accounts, or networks belonging to another party, or attempting to penetrate security measures of another individual’s system (often known as “hacking”). Also, any activity that might be used as a precursor to an attempted system penetration (i.e. port scan, stealth scan, or other information gathering activity).
Distribution of Internet Viruses, Worms, Trojan Horses, or Other Destructive Activities. Using the Services to distribute information regarding the creation of and sending Internet viruses, worms, trojan horses, pinging, flooding, mailbombing, or denial of service attacks.
Export Control Violations. Using the Services to export encryption software to points outside the United States.
Other Unlawful Uses. Using the Services for any unlawful purpose, including, without limitation, advertising, transmitting, or otherwise making available ponzi schemes, pyramid schemes, fraudulently charging credit cards, or pirating content.
Market Research. Using the Services to collect any market research for a competing business.
Interference. Taking any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; using automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file; or interfering with or attempting to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means.
Other Activities. Using the Services to engage in activities, whether lawful or unlawful, that Confide determines to be harmful to our users, operations, reputation, goodwill, or customer relations.
The responsibility for avoiding the harmful activities just described rests primarily with you. We do not (and cannot) read or monitor the contents of the communications of our users to ensure that they comply with the Terms of Service, this AUP, or applicable law. However, if we become aware of harmful activities, we may take any action to stop the harmful activity, including, but not limited to, removing information, implementing screening software designed to block offending transmissions, denying access to Confide’s website, Application and/or Services, or taking any other action that we deem appropriate in our sole discretion.
We hope this AUP is helpful in clarifying your obligations as a responsible user of the Services. Any complaints about a user’s violation of this AUP should be sent to [email protected].
330 West 34th Street, 5th Floor
New York, New York 10001
Attention: Legal Department
With respect to any communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation to you.