Last Updated Date: August 6, 2013
Please read these terms and conditions ("Terms") carefully because they govern your access to and use of the inPowered, Inc. ("inPowered" or "we") website, accessible at http://amplify.inpwrd.com (the "inPowered Site"), and inPowered platform services (the "inPowered Services"). You may use the inPowered Site and inPowered Services only if you accept all of these Terms.
YOU AGREE THAT, BY CLICKING ON THE "I AGREE" BUTTON, OR ACCESSING OR USING THE INPOWERED SITE OR INPOWERED SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS. If you don't accept all of the Terms you are not permitted to use the inPowered Site or inPowered Services. If you agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
The inPowered Site or inPowered Services may change from time to time and/or we may stop (permanently or temporarily) providing the inPowered Site or inPowered Services (or features within the inPowered Site or inPowered Services), possibly without prior notice to you.
Use of the inPowered Site and inPowered Services
Through the inPowered Site, inPowered provides the inPowered Services, which offers access to a dashboard displaying information related to your brand's performance across a variety of media, such as articles and blog posts. Subject to your compliance with these Terms, you have the right to access and use the inPowered Site and inPowered Services. You may not: (i) attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the inPowered Site or inPowered Services; (ii) make the functionality of the inPowered Site or inPowered Services available to unauthorized users; or (iii) use the inPowered Site or inPowered Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms.
Access to and use of the inPowered Site and inPowered Services are expressly limited to the employees or authorized agents of customers who have been invited by inPowered to use the inPowered Site and inPowered Services ("Authorized Users"). In order to access and use the inPowered Site and inPowered Services, you, as an Authorized User, must register online by creating a unique username-password combination and accepting these Terms ("Account").
You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify inPowered of any unauthorized use of your Account. Any access to or use of the inPowered Site or inPowered Services by anyone other than an Authorized User is expressly prohibited.
The inPowered Site and inPowered Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the inPowered Site and inPowered Services, including all associated intellectual property rights, are the exclusive property of inPowered and its licensors. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the inPowered Site or inPowered Services.
You acknowledge and agree that any feedback, comments, or suggestions that you may provide regarding the inPowered Site or inPowered Services ("Feedback") are given entirely voluntarily and, even if designated as confidential, will not create any confidentiality obligation for us and you hereby grant to inPowered a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
The inPowered Site and inPowered Services may be used and accessed for lawful purposes only. You agree that you will not do any of the following while using or accessing the inPowered Site or inPowered Services:
inPowered reserves the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that inPowered has no obligation to monitor your access to or use of the inPowered Site or inPowered Services, but has the right to do so for the purpose of operating the inPowered Site and inPowered Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.
The inPowered Site or inPowered Services may contain links to third party websites or resources. You acknowledge and agree that inPowered is not responsible or liable for the availability or accuracy of such websites or resources or the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by inPowered of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.
Termination and Account Cancellation
If you breach any of these Terms, inPowered will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. inPowered reserves the right to revoke your access to and use of the inPowered Site or inPowered Services at any time, with or without cause. You may cancel your Account at any time by sending an email to firstname.lastname@example.org.
You understand and agree that the inPowered Site and inPowered Services are provided to you "as is" and on an "as available" basis. Without limiting the foregoing, INPOWERED EXPLICITLY DISCLAIMS ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. inPowered makes no warranty (i) regarding the quality of the inPowered Site or inPowered Services or the accuracy, timeliness, truthfulness, completeness, or reliability of any content obtained through the inPowered Site or inPowered Services or (ii) that the inPowered Site or inPowered Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
You agree to indemnify and hold inPowered, its officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses (including attorneys' fees), arising out of or in any way connected with access to or use of the inPowered Site or inPowered Services by you or any person using your Account or your violation of these Terms.
By virtue of this Agreement, the parties may have access to each other's Confidential Information. "Confidential Information" means: (i) non-public information related to the inPowered Site or inPowered Services, including any financial, business, or technical information that is disclosed to you in connection with these Terms; and (ii) non-public information related to you or your brand, including any financial, business, or technical information that is disclosed by you to inPowered in connection with the Terms and results and metrics generated by the inPowered Services. Confidential Information excludes any information that: (a) is or becomes generally known to the public other than as a result of breach of these Terms; (b) is rightfully known to a party at the time of disclosure without restrictions on use or disclosure; (c) is independently developed by a party, without access to or use of any Confidential Information; or (d) is rightfully obtained by a party from a third party, who has the right to disclose it and who discloses it without breach of an obligation. Each party will only use Confidential Information as necessary to perform the Terms, will maintain the other party's Confidential Information in strict confidence and will not disclose the other's Confidential Information to any third party.
Limitation of Liability
INPOWERED'S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, INCLUDING THOSE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE INPOWERED SITE OR INPOWERED SERVICES, WILL BE LIMITED TO FIFTY DOLLARS ($50). WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE INPOWERED SITE AND/OR INPOWERED SERVICES; AND (II) ANY CONTENT OBTAINED FROM THE INPOWERED SERVICES; WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
inPowered reserves the right, at its sole discretion, to modify these Terms at any time. If we do so we will post the modification on the inPowered Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the inPowered Site or inPowered Services after we have posted a modification on the inPowered Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your must stop using the inPowered Site and inPowered Services.
These Terms are governed by the laws of the State of California, without regard to any conflict of laws rules or principles. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. inPowered may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding the inPowered Site and inPowered Services, and supersede and replace any prior agreements we might have between us regarding the inPowered Site or inPowered Services.
If you have any questions about these Terms, please contact inPowered at email@example.com.