Terms of Service
Confide, Inc. (“Confide
”) is pleased to offer you the ability to send and receive encrypted messages (“Messages
”) that will self-destruct after a pre-set period of time (the “Service
”). We make the Service available to you through a variety of Internet-enabled devices, including smart phones and tablets (collectively, “Devices
”). Portions of the Service may also be available to you through our website at getconfide.com (the “Website
, which is hereby incorporated by reference (collectively, this “Agreement
”). If you do not agree to any of these terms, then please do not access or use the Website or the Service.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
The Service is available for individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
In order to use the Service, you must register with us. 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 certain 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 Service using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. 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.
3. COMMUNITY GUIDELINES
Our community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Website or the Service, you hereby agree to comply with these community guidelines the (“Guidelines
”) and that:
Whenever you’re using the Website or the Service, you will comply at all times with our Acceptable Use Policy, which is below as Schedule A;
You will not use the Website or the Service for any unlawful purpose, including, without limitation, advertising, transmitting, or otherwise making available ponzi schemes, pyramid schemes, fraudulently charging credit cards, or pirating content;
You will not access or use the Website or the Service to collect any market research for a competing business;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Website or the Service;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
You will not use 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; and
You will not interfere with or attempt to interrupt the proper operation of the Website or the Service 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 Website or the Service through hacking, password or data mining, or any other means.
Please let us know about inappropriate behavior. If you find something that violates our Guidelines, let us know by sending us an e-mail to firstname.lastname@example.org, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Website or the Service, or any portion of them, without notice.
4. INTELLECTUAL PROPERTY
The Website and Service contain material, such as software, text, graphics, images, and other material provided by or on behalf of Confide (collectively, the “Content
”). The Content presented to you as part of the Website and/or the Service, including, but not limited to, advertisements, may be owned by us or by third parties and is protected by intellectual property rights under both United States and foreign laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. The trademarks, service marks, and logos of Confide (the “Confide Trademarks
”) used and displayed on the Website and/or Service are registered and unregistered trademarks or service marks of Confide. Other company, product, and service names located on the Website and/or Service may be trademarks or service marks owned by others (the “Third-Party Trademarks
,” and, collectively with Confide Trademarks, the “Trademarks
”). Nothing on the Website or the Service should 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 Confide Trademarks inures to our benefit.
Elements of the Website and the Service 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.
5. COMMUNICATIONS WITH US
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.
6. NO WARRANTIES; LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT CONFIDE DOES NOT REPRESENT OR WARRANT THAT THE CONTENT AND ANY OTHER DATA OR INFORMATION PROVIDED THROUGH THE WEBSITE OR SERVICE WILL BE ACCURATE OR COMPLETE.
YOU ALSO ACKNOWLEDGE THAT THE WEBSITE AND/OR SERVICE MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE WEBSITE, THE SERVICE, AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITE, THE SERVICE, OR THE CONTENT WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, THE SERVICE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, 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.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE, THE SERVICE, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, THE SERVICE, OR THE CONTENT SHALL BE LIMITED TO 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.
7. EXTERNAL SITES
The Website and the Service 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 computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
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 this Agreement and/or your misuse of the Website or the Service. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending 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.
9. COMPLIANCE WITH APPLICABLE LAWS
The Website and the Service are based in the United States. We make no claims concerning whether the Website or the Service may be used or are appropriate for use outside of the United States or for your particular industry, company, or intended use. As noted above, you access and use the Website and the Service at your own risk. You are solely responsible for ensuring compliance with the applicable laws of your specific jurisdiction and industry.
10. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or the Service, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website or the Service at any time without prior notice or liability. You may terminate this Agreement by contacting us at email@example.com. Sections 4-17
shall survive the termination of this Agreement.
11. DIGITAL MILLENNIUM COPYRIGHT ACT
Confide respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act
”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
1133 Broadway, Suite 701
New York, NY 10010
If you believe that your work has been copied on the Website or via the Service in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, 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 e-mail 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.
12. COMMUNICATIONS DECENCY ACT NOTICE
, we do not read encrypted Messages.
13. CONTROLLING LAW
This Agreement 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.
14. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Content, or the Website (each, a “Dispute
”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA
”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 16
below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
15. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
16. 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 this Agreement. We may, without waiving any other remedies under this Agreement, 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.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. 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. Except as expressly agreed by us and you in writing, this Agreement, including Schedule A
, constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2018 Confide, Inc. All rights reserved.