Terms of Service
Effective as of December 7, 2023
These terms of service (the “Agreement”) is entered into by and between you (“Customer”, “you”) and Common Sense Privacy, PBC (“CSP,” “we,” or “us”), and govern your access to and use of our website, services, and software. This Agreement governs your access to and use of https://commonsenseprivacy.net (the “Website”), including any content, functionality, and services offered on or through the Website, including the Wizard and Dashboard products (collectively with the Website, “Services”). You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to “you” and “your” in this Agreement mean the person accepting this Agreement as an individual, or the legal entity for which the representative is acting.
Please read the Terms of Service carefully before you start to use our Services. By using the Services, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, and incorporated herein by reference.
YOU AGREE, AMONG OTHER THINGS: (i) TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, AND TO NOT BRING SUCH CLAIMS TO COURT, in Section 16; (ii) THAT THE SERVICES INCLUDE AUTO-RENEWING SUBSCRIPTIONS, in Sections 7 and 8; (iii) THAT THE SERVICES DO NOT OFFER LEGAL ADVICE OR A LEGAL OPINION, in Section 2; (iv) and THAT CSP MAY MODIFY THESE TERMS OF SERVICE, in Section 10. You acknowledge that you will only create an account or otherwise use the Services if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and CSP.
The Services are offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using the Services, you represent and warrant that you are of legal age to form a binding contract with CSP and meet all of the foregoing eligibility requirements.
SERVICES. The Services help companies better understand privacy gaps and develop smarter privacy standards, based on information input by Customer. The Wizard analyzes privacy statements and described privacy practices, and offers suggestions for information businesses may wish to include in privacy statements or privacy labels. The Dashboard analyzes privacy statements and described privacy practices and benchmarks these against a set of governing laws. Both products are augmented by artificial intelligence. CSP is not a law firm, and any analysis, rating, or output by the Services is information in nature and not legal advice or a legal opinion.
NO LEGAL ADVICE. You understand and agree that CSP is not a law firm and is not providing you legal advice or representation. Any ratings or outputs of CSP’s Services are subjective evaluations based on its general understanding and review of industry standards and practices. CSP’s ratings are not a legal opinion, should not be treated as a legal opinion by you or any other party, and is not a substitute for the opinion or advice of an attorney.
ACCOUNT CREATION, ACCESS, and LICENSE.
Internet Access. Your use of the Services requires one or more compatible devices, Internet access, and “browser” software that supports protocols utilized by the Services. You may be required to obtain updates or upgrades from time to time for third-party software or the Services, which may result in additional costs to you. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of the foregoing. CSP assumes no responsibility for the reliability or performance of any computer networks, connections, or systems not owned or operated by CSP. You are solely responsible for any fees that may apply to your access to or use of the Services, including fees for hardware, software, or Internet access. You agree that the foregoing requirements are your responsibility.
Registration and Contact Information. You may be required to provide information about yourself and your business to access or use the Services. You shall provide CSP with accurate, current and complete information and promptly update this information if it should change.
Passwords, Access, and Notification. A user login is for a designated users and cannot be shared or used by more than one user. Any user login may be reassigned to another individual at your business as needed during the current annual period. You are responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and shall promptly notify CSP of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any user's password or name.
Information about Your Access to Services. All information we collect on our Services is subject to our Privacy Policy https://commonsenseprivacy.net/privacy-policy. By using our Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Ordering. You may order Services, including those available only for purchase, through an online registration. Any order is subject to the terms of this Agreement.
License. Subject to the terms and conditions of this Agreement, you may access and use, during the period of time offered on the online order form (“Term”), the Services as set forth in the online order form. Subject to the terms of this Agreement and payment of any applicable fees as detailed in Section 7, CSP grants to you during the Term a revocable, nonexclusive, nontransferable, license to use the Services in accordance with the use parameters, pricing, and payment terms described in this Agreement, solely for your own internal business purposes, and in accordance with the terms and conditions of this Agreement. We reserve the right, at our sole discretion, to discontinue Services or modify features or functionality of our Services.
Training and Implementation. Support, training, and implementation will be performed in accordance with CSP’s customary practices for the level of services purchased. CSP does not provide dedicated project management unless separately agreed. Support, training, and implementation is performed remotely unless otherwise specified.
Ownership and Intellectual Property Rights. You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis, and the software and any related documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, or any proprietary rights relating thereto. Any copies of software will remain the exclusive property of CSP. The Services may include code that is licensed to you under third-party license agreements, including open source software made available or provided with the Services. Without limiting the generality of the foregoing, CSP owns all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Services, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Services, which include the Website. In addition, CSP shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you, relating to the operation of the Services. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services or related documentation, title to which at all times vests exclusively in CSP. Any rights not expressly granted herein are reserved by CSP. CSP service marks and trademarks, logos and product and service names are marks owned by or exclusively licensed to CSP (the “CSP Marks”). You agree not to display or use the CSP Marks in any manner without CSP’s express prior written permission. The trademarks, logos and service marks of Third Party Application providers (“Marks”) are the property of such third parties. You are not permitted to use these Marks without the prior written consent of such third party who may own the Mark. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any proprietary rights or other right, title, or interest in or to any CSP or other intellectual property provided in connection with this Agreement or the Services.
CUSTOMER RESPONSIBILITIES AND PROHIBITED USES.
Compliance with Laws and Prohibited Uses. You are responsible for ensuring that all persons who access the Services through your internet connection are aware of these Terms of Service and comply with them. You agree that you will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Services, including without limitation those related to privacy, electronic communications, and anti-spam legislation.
You will not: (i) sell, lease, license or sublicense or make available the Services, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by CSP; (ii) introduce into or transmit through the Services any virus, worm, trap door, back door, and other harmful or malicious code, files, scripts, agents, or programs; (iii) transmit or store infringing material in the Services; (iv) send any Electronic Communication through the Services that is unlawful, harassing, libelous, defamatory or threatening; (v) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services; (vi) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services or any server, computer, or database connected to the Services; (vii) attack the Services via a denial-of-service attack or a distributed denial-of-service attack; (viii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services, including any source code, process, data set or database, management tool, development tool, server or hosting site; (ix) use the Services for the development, production, or marketing of a service or product substantially similar to the Services; (x) use robots, spiders, scripts, service, software or any manual or automatic device, tool, or process designed to data mine or scrape the Content, data or information from the Services, or otherwise use, access, or collect the Content, data or information from the Services using automated means. Except as permitted by this Agreement, no part of the Services may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. You agree not to access the Services by any means other than through the interfaces that are provided by CSP. You shall not do any “framing” of any part of the Services, or create Internet links to the Services which include log-in information, user names, passwords, and/or secure cookies.
Accuracy. You are solely responsible for ensuring that all information and Customer Data you submit through the Services, including without limitation information regarding your business’s data processing, privacy practices, and privacy statements, is accurate and up-to-date.
Third Party Proprietary Rights. You agree not to, post, modify, distribute, or reproduce in any way in connection your use of the Services any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s proprietary rights without obtaining the prior written consent of the owner of the proprietary rights. You represent and warrant that you are either the author of all information and Customer Data to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Data.
DATA
Customer Data. Data, content, communications, messages, files, documents, or other materials that you provide or that are generated as part of your use of the Services is referred to as “Customer Data.” You are solely responsible for compliance with all Laws and regulations pertaining to the Customer Data. CSP may delete any Customer Data, at any time without notice to you, if CSP becomes aware that it violates any provision of this Agreement or any applicable laws. You retain all ownership rights in your Customer Data subject to any license or other rights granted herein, including CSP Permitted Uses.
Ownership of Customer Data. As between CSP and you, all title and intellectual property rights in and to the Customer Data is owned exclusively by you, provided that in the event CSP aggregates, deidentifies, and/or anonymizes Customer Data resulting from your use of any Service in a way that does not reveal your identity or personally identifiable information, CSP may use such aggregated, deidentified, and/or anonymized Customer Data for its own business purposes, including to analyze, develop, improve, support, and operate the Services provided to you or other unrelated customers, in a manner consistent with CSP’s Privacy Policy https://commonsenseprivacy.net/privacy-policy.
CSP Permitted Uses. CSP will only access, process, or use Customer Data: (i) consistent with this Agreement and as required to perform our obligations and provide the Services, which may include the use of consultants, contractors, service providers, subprocessors, and other CSP-authorized third parties; (ii) to recommend relevant CSP products or services to you, as permitted by Law; (iii) in accordance with our Privacy Statement; (iv) as authorized or instructed by you; (v) as required by Law; or (vi) for legal, safety or security purposes.You grant CSP a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for the Permitted Uses of Customer Data.
Data Security. CSP shall maintain commercially reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data.
CONFIDENTIAL INFORMATION
Confidential Information. For purposes of this Agreement, “Confidential Information” shall include Customer Data, each party's proprietary technology, business processes and security or technical product information, designs, issues, all communication between the you and CSP regarding the Services and any information that is clearly identified in writing at the time of disclosure as confidential or which is known by the receiving party or reasonably should be understood by the receiving party to be confidential.
Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the receiving party; (4) the receiving party becomes aware of from a third party not bound by nondisclosure obligations to the disclosing party and with the lawful right to disclose such information to the receiving party; (5) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
Confidentiality Obligations. Each party agrees: (i) to keep confidential all Confidential Information; (ii) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by by the disclosing party; (iii) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and (iv) to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation.
PAYMENT TERMS
Charges. You agree that CSP may charge your credit card, debit card, or other payment mechanism selected by you and approved by CSP for all amounts due and owing in connection with your use of the Services, as set forth in the applicable online order form, including subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). You represent and warrant that you have the right to use any credit card that you submit in connection with your purchase. All amounts are payable in U.S. dollars. You agree to promptly update your Payment Method to allow for timely payment.
Third-Party Payment Providers. All payments will be processed via a third-party platform. CSP accepts payment via the current payment method indicated at time of purchase, which may include credit or debit card, and any other form of payment that CSP makes available to you from time to time. You agree to abide by any relevant Terms of Service or other legal agreement whether with CSP, Apple, Stripe, Google, PayPal or another third-party platform, that governs your use of a given payment processing method.
Subscription.Your subscription to Wizard and/or Dashboard is an annual recurring charge and begins upon payment of the first installment of subscription fees. Annual fees are charged on the same day of the year that the subscription began. If you purchase any automatically renewing subscriptions, you agree that CSP will charge the payment method on file on the first day of each billing period for the relevant subscription, and if the payment method on file becomes invalid due to an expired credit card or other similar reason and we are unable to charge you on the next billing period, CSP reserves the right to immediately revoke your access to Services you have ordered until you update your payment method.
Price Changes. Prices for Services may change at any time, and CSP does not provide price protection or refunds in the event of a price reduction or promotional offering. You agree to pay for any Services that you order. Unless prohibited by the terms of your online order, any changes to your Charges will be effective upon the commencement of your next Term or other date calculated in accordance with applicable law. If you seek to terminate or modify the Services affected by a change in rate, then you must terminate or modify your affected Services within the applicable time period. If you do not terminate or modify the affected Services within the applicable time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable law. If required by applicable law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.
Billing Communications. You agree that CSP may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving promotion or marketing communications.
Taxes. All Charges payable under the applicable online order form are exclusive of and do not include taxes or duties of any kind. Where applicable, taxes will be charged in accordance with applicable law. You are responsible for, and will promptly pay, all taxes and duties of any kind, including, but not limited to, any applicable sales tax, use tax, or other similar taxes, if any, associated with this Agreement or your receipt or use of the Services, excluding taxes based on CSP’s gross or net income. If you are a tax-exempt organization and are not obligated to pay taxes arising out of this Agreement, you will provide CSP with any required documentation to verify your tax-exempt status with the applicable taxing authorities. CSP reserves the right to review and validate tax exemption documentation. If the tax exemption documentation is not provided or not valid, CSP reserves the right to charge applicable taxes to you.
TERM AND TERMINATION
Annual Term and Automatic Renewal. Subscriptions to Wizard and Dashboard are for a term of one year. Your subscription begins upon payment of the first installment of subscription fees. The subscription renews annually as applicable upon the payment of automatically recurring subscription fees. Unless your online order form expressly states otherwise or applicable law prohibits automatic renewal, each renewal Term for the Services will begin automatically at the end of the then-current Term, unless either party provides written notice of termination or modification of the Services provided (i) prior to the commencement of the next renewal Term, or (ii) within the notice period required by applicable law. In order to terminate or modify the affected Services, you must provide notice to CSP, via the “My Account” page of your account, or in an email to support@commonsenseprivacy.net. You will retain access to the Services from the time you cancel until the start of the next Term, and will not receive a refund or credit for any remaining days in your current term. Subscription fees paid are final and nonrefundable, unless otherwise determined by CSP.
Termination With or Without Cause, Expiration. CSP may terminate this Agreement at any time, in whole or in part, for any reason, upon notice to you. You may terminate this Agreement at any time, in whole or in part, for any reason, as described above in Section 8.1. In addition, you may terminate this Agreement by providing written notice of termination if CSP has materially breached this Agreement and has not cured such material breach within thirty (30) business days of CSP’s receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend CSP has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach. Upon any termination of this Agreement, you must cease any further use of the Services, except for any access rights granted in Section 8.3. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that CSP may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.
Deletion and Access to Customer Data. For thirty (30) calendar days following expiration or termination of this Agreement pursuant to Section 8.1, CSP will provide you access to retrieve your Customer Data, after which time CSP shall be entitled to delete Customer’s account and Data from CSP’s servers. You agree that CSP shall not be liable to you nor to any third party for deletion of Customer Data, provided that CSP is in compliance with the terms of this Section. You agree that following the termination or expiration of this Agreement, CSP may immediately deactivate your account and access to the Services and that following a reasonable period of time (but not less than thirty (30) days) CSP shall be entitled to delete your account and data from CSP’s servers. You further agree that CSP shall not be liable to you nor to any third party for deletion of Customer Data, provided that CSP is in compliance with the terms of this Section.
THIRD PARTY APPLICATIONS. The Services may offer, integrate, or be used in connection with third party and affiliate offerings and services (“Third Party Applications”). Customer acknowledges and understands that the use of such Third Party Applications or services shall be subject to those Third Party Applications’ terms and conditions. CSP hereby disclaims any liability for, any act or omission of any provider of Third-Party Applications or the operation of any Third-Party Applications, including access to, modification of, or deletion of data, regardless of whether CSP endorses, approves, or supports any such Third-Party Applications. CSP does not guarantee the interoperation, integration, or support of any Third-Party Applications. CSP may, at any time, in its sole discretion, modify the Services, which may result in the failed interoperation, integration, or support of Third-Party Applications. You have sole discretion whether to purchase or connect to any Third-Party Applications.
MODIFICATIONS. We may revise and update these Terms of Service from time to time in our sole discretion. Changes will be posted here, so you should regularly check this page. Changes will indicate the effective date. If you continue to use our Services after the effective date, then you agree to the revised terms and conditions. If a change requires a specific notice pursuant to applicable law, CSP will provide you with such notice in the manner prescribed by applicable law, together with any required notification of your rights.
EXPORT RESTRICTIONS. The Services, or a portion thereof, are subject to United States export control and economic sanctions requirements. By acquiring any such items, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire goods, services, or software if: (1) you are in, under the control of, or a national or resident of a country subject to a U.S. government embargo or other restriction (including but not limited to Cuba, Iran, and North Korea), or that has been designated by the U.S. government as a “terrorist supporting country,” (2) you are on the U.S. Treasury Department's Specially Designated Nationals List, Foreign Sanctions Evaders List, the U.S. Commerce Department's Denied Persons List, Unverified List or Entity List or any of the other U.S. government lists of restricted end users, or (3) you intend to supply the acquired goods, services or software to Cuba, Iran, North Korea, or Syria (or a national or resident of one of these countries) or any other country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting country,” or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List or Entity List or any of the other U.S. government lists of restricted end users. Any list of countries specifically included in this clause will be deemed to be updated to the extent that any country or territory is added or removed under U.S. export control and sanctions laws.
GENERAL INFORMATION. The information presented on or through the Services is made available solely for informational purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, or by anyone who may be informed of any of its contents. The Services may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by CSP, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the CSP. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
NO WARRANTIES. NO WARRANTIES. YOU AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND CSP, ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CSP, ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, (ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR (iii) THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. CSP DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING CUSTOMER DATA, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES IS AT YOUR SOLE RISK.
LIMITATION ON LIABILITY. CSP, ITS DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, WILL NOT BE LIABLE FOR ANY: SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY; UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION OF DATA; COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE SERVICES; OR DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOLLOWING, OUR LIABILITY TO YOU FOR ANY AND ALL CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL NOT EXCEED THE GREATER OF (1) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS; OR (2) $100.
BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY APPLIES TO YOU TO THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW.
INDEMNIFICATION. To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold CSP harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of CSP, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) your use of the Services, (ii) your breach of this Agreement or violation of applicable law, (iii) your infringement or violation of any Proprietary Rights or other right of any person or entity, or (iv) any personal injury or property damage to a third party relating to your acts or omissions. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. The indemnification obligations contained in this Section 15 shall survive termination of this Agreement for the later of the conclusion of a claim or one year.
DISPUTE RESOLUTION, ARBITRATION, CLASS ACTION WAIVER. You agree to resolve any dispute or claim arising out of or relating to these Terms of Service or any aspect of the relationship between you and CSP, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, through final and binding arbitration (“Arbitration Agreement”) before a neutral arbitrator instead of in a court by a judge or jury and you agree that CSP and you and CSP are each waiving the right to trial by a jury.
Arbitration means that an arbitrator, and not a judge or a jury, will decide the dispute. To the full extent permitted by law, the parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (“Rules), supplemented by Consumer Arbitration Rules as necessary, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration fees and your share of arbitrator compensation shall be governed by the Rules. AAA may be contacted at www.adr.org, where the Rules and a form to initiate arbitration are available. We agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.
Exceptions to Arbitration. Disputes that qualify for small claims court, and claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents, shall not require arbitration.
Informal Dispute Resolution. For any claim, including Arbitration claims, you agree to first contact us at Common Sense Privacy, 699 8th Street, Suite 150, San Francisco, CA 94103 so that we may work together to resolve the dispute. In the unlikely event that we have not been able to resolve a claim after sixty (60) days, we each agree to resolve any claim exclusively through binding arbitration.
NOTICE. We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and property address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide notice to us (such notice is deemed given when received by CSP) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Common Sense Privacy, 699 8th Street, Suite 150, San Francisco, CA 94103, support@commonsenseprivacy.net.
LINKS. Any links to other sites and resources provided by third parties on the Services are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
GOVERNING LAW AND JURISDICTION. The Services are solely directed to individuals residing in the United States. We make no claims that the Services or any of their content is accessible or appropriate outside of the United States. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. Your use of the Services does not subject us to judicial process in or to the jurisdiction of courts or other tribunals in your jurisdiction.
The laws of the State of California, U.S.A., regardless of conflict of laws principles, govern all matters arising out of or relating to this Agreement, including its interpretation, construction, performance, and enforcement, except that the Federal Arbitration Act governs provisions relating to arbitration. Except as otherwise provided in Section 16, the parties consent to the exclusive jurisdiction and venue of the state courts located in and serving San Francisco, California, and the federal courts in the Northern District of California.
DMCA Notice. The Digital Millennium Copyright Act of 1998 (the “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 of the materials hosted on the Services infringe your copyright, you (or your agent) may send us a notice by mail or e-mail, requesting that the material be removed or access to it blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send CSP a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to the Services must be sent in writing to our Vice President of Engineering at 699 8th Street, Suite 150, San Francisco, CA 94103 or by e-mail at support@commonsenseprivacy.net or phone to 707-563-1672. We suggest that you consult your attorney before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
GENERAL PROVISIONS
Severability. In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a mutually agreeable valid provision that most closely approximates the intent of the invalid provision.
Headings. The headings in this Agreement are for convenience of reference only and have no legal effect.
No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
Assignment. Neither party may assign, transfer, or delegate any of its rights and obligations under this Agreement without the prior written consent of an authorized representative of the other party except a party may assign or transfer all or any portion of its rights or responsibilities under this Agreement by operation of law or otherwise to any other party in connection with a merger, acquisition, reorganization, or a sale of substantially all of its assets without prior notice to the other party. Any assignment in violation of this Agreement will be void and of no force and effect. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
Relationship. Each party hereto is an independent contractor, and neither party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other. This Agreement sets forth the parties’ entire liability and exclusive remedies relating to this Agreement and the Services provided to Customer under this Agreement.
Publicity. Except as expressly permitted by Customer, CSP will not make other use of Customer's name, logo or trademarks or issue any public announcements or press releases regarding this Agreement without Customer's prior written consent.
Force Majeure. Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party's reasonable control, provided that the nonperforming party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible.
Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. Any provisions necessary to interpret the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration.
The Services are operated by Common Sense Privacy. You may contact us by mail at: 699 8th St, Suite C150. San Francisco, CA 94103 Attn: Common Sense Privacy - Legal or via: support@commonsenseprivacy.net.