THREADLOOM TERMS OF SERVICE
Last updated: May 20, 2021
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT GOVERN THE USE OF THE SOFTWARE BY YOU AS A CUSTOMER (“CUSTOMER”) UNLESS CUSTOMER AND THREADLOOM HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE.
Threadloom’s software product consists of a forum plug-in (the “Plug-in”) and certain associated services, including but not limited to site search and email newsletter services (“Services”), accessible via threadloom.com and/or primary.org (the “Site”). The Plug-in and all accompanying documentation, enhancements, upgrades, extensions, and Updates (as defined in the "Updates" section) thereto made available by Threadloom to Customer from time to time are collectively called the “Software”. Use of the Software provides access to the Services.
Acceptance of the Agreement. Threadloom is willing to license the Software to Customer only upon the condition that Customer accepts all the terms contained in this Agreement. By downloading the Plug-in, Customer agrees to be bound by the terms of this Agreement. Any individual person accepting the terms of this Agreement on behalf of a Customer represents and warrants that they have the authority to bind the Customer to the terms of this Agreement.
Changes to the Agreement and the Software. Threadloom may modify the terms of the Agreement at any time, in its sole discretion. Threadloom will notify Customer of significant changes to the Agreement by posting the modified Agreement on the Site or through other communications. By continuing to use the Software after a modified Agreement has been posted on the Site, Customer is agreeing to be bound by the modified Agreement. Because the Software is evolving over time, Threadloom may change or discontinue all or any part of the Software, at any time and without notice, at its sole discretion.
Consent to Receive Communications. By downloading the Plug-in and accepting the terms of this Agreement, Customer agrees that Threadloom may send technical and marketing communications to Customer by email. Email communications will be sent to the email address nominated by Customer. Such communications may include communications about this Agreement; changes to this Agreement; other notices, legal communications or disclosures and information related to the Software; and marketing communications about new and existing products or services offered by Threadloom.
Software License. Subject to Customer’s compliance with the terms and conditions of this Agreement, Threadloom hereby grants to Customer a limited, non-exclusive, non-transferable, revocable license, during the term of this Agreement, to (i) install the Plug-in on Customer’s website; and (ii) to access and use the Services via the Plug-in.
Software License Restrictions. Customer acknowledges that the Software and Services contain trade secrets of Threadloom and its licensors, and, in order to protect such trade secrets and other interests that Threadloom and its licensors may have in the Software and Services, Customer agrees not to reverse engineer, decompile or disassemble the Software or authorize a third party to do any of the foregoing. Customer will not modify the Software without prior written agreement between Services Provider and Customer; provided, that Services Provider may make the Software available to Customer to enable it to modify the Software for the sole purpose of enabling the Software to function on websites or mobile applications that it owns or that are under its control. Customer will not distribute, sell, sublicense or otherwise transfer the Software. Customer will not copy the Software, except as strictly necessary to use the Software in accordance with the terms of the "Software License" section.
Limited Rights. Customer’s rights in the Software and Services will be limited to those expressly granted in the "Software License" section. Threadloom and its licensors reserve all rights and licenses in and to the Software not expressly granted to Customer under this Agreement.
Delivery and Installation. Threadloom will deliver the Software to Customer by permitting Customer to electronically download the Software from the Site or some other electronic means (e.g., via FTP or third-party site, e.g., Bitbucket). Upon Customer’s initiation of the download process, Threadloom will provide to Customer an access key that Customer can use in order to access and use the Services via the Software.
Updates. During the term of this Agreement, Threadloom may provide Customer with manual or automated updates and enhancements for the Software as and when developed for general release at Threadloom’s sole discretion (each, an “Update”). It is Customer’s responsibility to properly install the most recent Update made available by Threadloom to Customer in a timely fashion. Update shall not include any release, option, or future product which Threadloom licenses separately. All Updates provided to Customer shall be subject to the terms and conditions of this Agreement.
Proprietary Notices. Customer will use commercially reasonable efforts to ensure that all copies of the Software in Customer’s possession or control incorporate copyright and other proprietary notices in any manner reasonably requested by Threadloom. In addition, Customer will allow the phrase “Powered by Threadloom” to be automatically displayed on each page of Customer’s website where the functionality of the Software is available, and in each email that is sent via Threadloom’s Services. Except as expressly provided under this Agreement, Customer will not use any of Threadloom’s trademarks or logos in connection with Customer’s use of the Software without Threadloom’s prior written consent.
Marketing Support. Customer will comply with reasonable requests of Threadloom to support public relations efforts pertaining to the Software. Customer hereby grants to Threadloom a non-exclusive, non-transferable (except as permitted herein), limited license to use Customer’s name, trademarks and logos (collectively the “Customer Marks”) in the production of any marketing materials relating to the Software. Threadloom will use its commercially reasonable efforts to cooperate with Customer in monitoring use of the Customer Marks. All goodwill developed from the use of the Customer Marks shall be solely for Customer’s benefit.
Software and Services. Customer acknowledges and agrees that, as between Customer and Threadloom, Threadloom owns all rights, title, and interest in and to the Software and Services, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights and modifications thereto (whether made by Threadloom or Customer) (collectively, “Intellectual Property Rights”) therein. Other than the licenses granted in the "Software License" section, Customer will not earn or acquire any rights or licenses in the Software, Services, or in any Threadloom Intellectual Property Rights on account of this Agreement or Customer’s performance under this Agreement.
Customer Representations. Threadloom acknowledges that, as between Customer and Threadloom, Customer or its licensors own all worldwide rights, title, and interest in and to all data, information, and content hosted on Customer’s website (“Customer Content”). Threadloom will not obtain any ownership rights in such Customer Content. Customer represents and warrants to Threadloom that: (i) it holds all rights that are necessary to grant Threadloom the license rights in Customer Content under this Agreement; (ii) the use, reproduction, distribution, transmission, or display of Customer Content by Threadloom or Customer will not violate any laws or any rights of any third parties, including third-party Intellectual Property Rights; (iii) the Customer Content does not contain any material that is unlawful or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law; and (iv) Customer will comply with all laws and regulations with respect to its use of the Software and Services.
Customer License. Customer hereby grants to Threadloom a non-exclusive, transferable, sublicensable, worldwide, royalty-free, irrevocable, and perpetual license to (i) use and reproduce the Customer Content for the purposes of providing the Services to Customer; (ii) to index the Customer Content and to analyze search inventory data that the Services can extrapolate and extract from such Customer Content and to create derivative works based upon the Customer Content (such analyzed data and derivative works are referred to in this Agreement as “Analyzed Content”); and (iii) the metadata associated with the Customer Content.
Customer Indemnity. Customer will defend, indemnify, and hold harmless Threadloom and its officers, directors, employees, members, agents, legal representatives, subsidiaries, affiliates, successors, and permitted assigns from any claims resulting in losses to the extent they result from (a) a claim that the Customer Content infringes upon or misappropriates a third party’s intellectual property rights; (b) a violation by Customer of applicable law (including for the avoidance of doubt, the CAN-SPAM Act and Canada’s Anti-Spam Laws); or (c) a breach by Customer of this Agreement.
Analyzed Content. Customer acknowledges and agrees that, as between Customer and Threadloom, Threadloom will own all rights, title, and interest in and to Analyzed Content, including all Intellectual Property Rights therein.
Feedback. In connection with this Agreement, Customer may provide Threadloom with comments, suggestions, descriptions, data feedback, and other information, either orally or in writing, including but not limited to, information that helps Threadloom to identify and resolve any errors or problems in the operation of the Services or the implementation of the Software or modifications to the Software in accordance with the "Software License Restrictions" section (collectively, “Feedback”). Customer acknowledges and agrees that all Feedback will be the sole and exclusive property of Threadloom. Customer hereby assigns to Threadloom and agrees to assign to Threadloom all of Customer’s right, title, and interest in and to all Feedback, including all Intellectual Property Rights therein. At Threadloom’s request and expense, Customer will execute documents and take such further acts as Threadloom may reasonably request to assist Threadloom to acquire, perfect, and maintain its Intellectual Property Rights and other legal protections for the Feedback.
Tracking. Customer acknowledges and agrees that Threadloom may place automated data collection tools such as cookies on Customer’s websites on which the Software is used, in order to monitor aggregate usage of the Services by Customer’s end users and to customize and improve the Software and Services.
Warranty Disclaimers. Customer acknowledges that the Software and Services are provided “AS IS.” THREADLOOM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
Customer Content. Customer acknowledges and agrees that Customer should not rely on the Software or Services for any reason. Customer further acknowledges and agrees that Customer is solely responsible for maintaining and protecting all Customer Content that is stored, retrieved, or otherwise processed by the Software and Services. Without limiting the foregoing, Customer will be responsible for all costs and expenses required to backup and restore any Customer Content and information that is lost or corrupted as a result of Customer’s use of the Software and Services.
LIMITATION OF LIABILITY. IN NO EVENT WILL THREADLOOM BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THREADLOOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THREADLOOM’S TOTAL LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO THREADLOOM BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE CAUSE OF ACTION THAT GIVES RISE TO A CLAIM. THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TERM AND TERMINATION
Term. The term of this Agreement will be from the date that Customer accepts the terms until terminated as provided below.
Termination. Customer may terminate this Agreement at any time by destroying all copies of the Software in Customer’s possession or control. Threadloom may terminate the Agreement at any time and for any reason, without notice to Customer. The license granted by Threadloom to Customer under this Agreement will automatically terminate, with or without notice from Threadloom, if Customer breaches any term of this Agreement.
Effect of Termination. Upon any termination or expiration of this Agreement: (a) the rights and licenses granted to Customer under this Agreement will automatically terminate; and (b) Customer will destroy all copies of the Software in Customer’s possession or control.
Survival. The provisions of the "Ownership", "Disclaimers", "Limitation of Liability", "Effect of Termination", "Survival" and "General Provisions sections will survive any termination or expiration of this Agreement.
Assignment. Customer may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Threadloom. Any attempted assignment without such consent will be null and of no effect. Threadloom may freely assign this Agreement without Customer’s consent.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, USA (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.
Waiver. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.
Notices. All notices required or permitted under this Agreement will be given via email. The date of receipt of the email will be deemed the date on which such notice is transmitted.
Entire Agreement. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless Customer and Company have executed a separate agreement governing use of the Software and Services.
BY DOWNLOADING THE SOFTWARE AND ACCESSING THE SERVICES, YOU ACCEPT THE TERMS OF THIS AGREEMENT.