These Terms of Service (“Terms of Service” or “Terms”) are a legally binding agreement between you (“you” or “your”) and Treelab Inc. d/b/a SourceReady (“SourceReady,” “we,” “our,” or “us”) governing your use of the Service and your relationship with us.
You accept and agree to these Terms of Service by:
If you do not agree to these Terms of Service, you shouldn't access (and you don't have our permission to access) the Service.
Important: Please note sections 7 and 8 of these Terms which include important information regarding Personal Information you provide to us or receive from us. Please also note section 11, which contains arbitration provisions that impact certain rights you might otherwise have regarding disputes.
We may modify these Terms of Service (except for section 11) in our sole discretion by posting updated versions of these Terms of Service on the Website or otherwise providing notice to you. All such changes shall become effective upon the posting of the revised Terms of Service on the Website or upon notice to you, as applicable.
1. Fees. You agree to pay us the applicable fees set forth in an Order Form (whether agreed to on paper or digitally), based on the timetable set forth in the Order Form. We may increase or otherwise change the fees at the end of any term set forth in an Order Form, in our sole discretion, by providing you with written notice (which may be by email or another conspicuous method).
2. Timeline of payment; disputes. Fees that are payable by credit card (as set forth in an Order Form) must be paid in full upon purchase of the Service. In addition to any other rights it may have hereunder, SourceReady retains the right to suspend your access to the Service (or any portion thereof) in the event of any late payments. Unpaid amounts may be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorney’s fees) that we may incur. You must raise any disputes regarding fees within thirty (30) days from receipt of the first applicable invoice by providing a detailed written description of the basis of such dispute. Any disputes not raised within that time period shall be deemed waived, unless otherwise agreed by us in our sole discretion.
3. Taxes. You are responsible for all taxes (including without limitation sales and use taxes) associated with your use of the Service other than taxes based on our net income. If we believe any such tax applies to your subscription and we have a duty to collect and remit such tax, the same may be set forth on an invoice to you unless you provide us with a valid tax exemption certificate, direct pay permit, or multi-state use certificate and shall be paid by you immediately or as provided in such invoice.
4. Subscription seats. Subscriptions are on a per-seat basis, and for a single “seat” or user, unless otherwise indicated in the Order Form. We may permit you, at our discretion, to increase the number of seats licensed to you during a term, in which case we will then begin to charge you at the new per-seat price. While you may (at our discretion) increase the number of seats during a term, you may not decrease the number of seats during a term. Once you increase your per-seat license, you will be charged on that per-seat basis through the remainder of a term. You may not seat-share or time-share. You may only permit one license seat per Authorized User at any given time.
5. Refunds and discounts. All payments by you are nonrefundable. You have no right to refunds or credits for partially used Service(s). However, at any time, and for any reason, we may provide you with a refund, discount, or other consideration. The amount and form of such consideration, and the decision to provide it, is at our sole and absolute discretion. The provision of a refund, discount, or other consideration in one instance does not entitle you to, or obligate us to provide, a refund, discount, or other consideration in the future.
Your subscription is for the initial service term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the initial service term unless either party requests non-renewal and/or cancels the subscription (i) at least thirty (30) days before the end of the then-current term for annual subscriptions or (ii) before 11:59 p.m. Pacific Time on the day before your next recurring billing date for monthly subscriptions. Subscriptions are non-cancelable during the term specified in the Order Form.
1. Service restrictions:
1. You may not resell, distribute or otherwise disclose or make available the Service, including any functionally similar or equivalent version of the Generated Data (for instance, “J. Smith, CEO, Acme Fun Products, Inc.” would be a functionally equivalent version of “Jane Smith, CEO and Founder, AFP, Inc.”) (hereinafter the “Resale Restriction”). For the avoidance of doubt, you may contact us if you wish to do the foregoing, in which case we may, in our sole discretion, enter into a separate agreement with you permitting resale.
2. You may not access the Service, including any functionally similar or equivalent version of the Generated Data, on behalf of any third-party entity or organization.
3. You may not transmit information to or through the Service that is fake or fictitious, impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Service.
4. You may not develop any service, product, toolset, dataset or derivative work from the Service, whether in aggregated or non-aggregated form, and whether in identified or de-identified form.
5. You may not reverse engineer, decompile or disassemble the Service (in whole or in part).
6. You may not access the Service or extract data from the Service in a way that exceeds your authority from us or violates these terms or other policies or restrictions we have implemented (whether such implementation is verbal or technical in nature).
7. You may obtain Generated Data solely through the APIs and interfaces provided by us. You shall not use any other manual or automated means (including “data scraping,” crawlers, or bots) to access or obtain the Service.
8. You may not leverage, consult with, use, review (in trial, free, or paid form) or rely upon the Service to develop or create a product or feature that is competitive with the Service (or any portion thereof).
2. Restrictions on the use of Generated Data: You may not use the Service (including use of the Service to send email, mail, SMS, push notifications, fax phone, or other communications):
1. in a manner that violates any applicable laws (including, without limitation any marketing or data privacy and security laws) or industry best practices or that would cause us to violate applicable law. In particular, you agree not to use the Service in a manner that would violate the U.S. CAN-SPAM Act of 2003, the Canadian Anti-Spam Legislation (CASL), the U.S. TCPA, the Telemarketing Sales Rules, or any similar such laws.
2. to advertise or promote any illegal service or product (or send any other communications) that are illegal in the place offered or consumed.
3. to advertise or promote tobacco products, firearms, ammunition or other weapons, counterfeit or pirated goods or services, adult content or services (such as pornography or escort services), unlicensed gambling, investment schemes (including promotion of “pink slip” stocks), astrology or psychic services, lotteries, credit repair services, payday loan services, or any type of hate speech (targeting any societal group).
4. to violate any securities or commodities regulations (such as to support a “pump and dump” scheme).
5. to defraud, deceive, mislead, discriminate against, harass, libel or defame any person, group, or entity.
6. to violate or promote any violation of any person’s or entity’s intellectual property rights.
7. to threaten, promote or commit violence or fraud, or to violate any person’s or entity’s rights.
3. Restrictions on use of Email Services: The following are provided as examples of practices that are not permitted from the Service. Such practices will be considered a violation of the license restrictions hereunder. These practices are subject to change.
1. Sending emails from a group distribution email such as hello@ or marketing@ etc.
2. Failing to include appropriate opt-out mechanisms in commercial emails or failing to comply with applicable laws or best practices related to opt-outs or user choice and control principles.
3. Using a fictional identity, pseudonym, or alias to send emails.
4. Sending emails that generate an unacceptable (as determined in our reasonable discretion) level of bounces, spam, or complaints.
5. Transmitting material that contains or links to viruses, trojan horses, worms, or any malicious or harmful software program.
6. Using our Service in conjunction with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited emails, text messages, or phone calls.
1. host, access, copy, use, transfer, and process the Submitted Data for the purpose of providing, developing, and improving the Service and supporting you under these Terms.
2. analyze submitted data, including through the use of techniques such as machine learning, to provide, develop and improve the Service. For the avoidance of doubt, you retain all ownership of Submitted Data and we retain all ownership in and to all system performance data, machine learning algorithms, and aggregated results of such machine learning.
3. use the Submitted Data to grow, enrich, and verify the Generated Data included in the Supplier Database ; provided that we will not publicly refer to or associate you with any such Submitted Data.
4. use, share, sublicense, display, copy, publish and distribute the Submitted Data in aggregated, de-identified form for any purpose, in any medium.
The foregoing license grants to us shall be worldwide, non-exclusive, irrevocable, perpetual, and royalty-free. We shall have the right to sublicense, assign, or transfer such licenses at our discretion.
3. The Representations You Make To Us. You represent and warrant that:
1. You have all necessary rights, permissions, and authority to provide and license the Submitted Data to us (in whole and in part) for our use as described hereunder, and that doing so will not put you in violation of any contracts you have signed or any laws.
2. The Submitted Data is true, accurate, and of living persons and does not contain any sensitive information or sensitive Personal Information, including any information about individuals under the age of 18.
3. providing the Submitted Data to us does not violate the U.S. HIPAA law: for instance, it is not (in whole or in part) a list of hospital or doctor's patients, or a similar dataset consisting of patients or clients of an entity subject to HIPAA (this might include, for instance, a doctor, dentist, chiropractor, acupuncturist, pharmacist or other health professional). Similarly, you agree not to provide us with Submitted Data consisting of a list of clients of an entity covered by the GLBA, which applies to many types of financial institutions including banks, hedge funds, investment advisers and insurance companies.
1. Pursuant to explicit consent from the data subject of the Generated Data, sufficient to comply with the consent requirements of applicable laws, or
2. Pursuant to any other legal basis (or substantively similar term) for processing under applicable law. For example, in accordance with the EU/UK GDPR, you may use Generated Data for purposes that you have established . It is necessary to pursue your legitimate interests under the EU/UK GDPR, such as use of Generated Data in order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database.
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE (AND ALL Generated Data PROVIDED THEREIN) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF PERFORMANCE, (5) OF TITLE, (6) THAT THE SERVICE WILL OPERATE IN AN ERROR-FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES ANYTHING, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, (8) THAT THE SERVICE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR (9) THAT WE WILL ENFORCE THE TERMS OF SERVICE AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY US TO MODIFY THE SERVICE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE. Some jurisdictions limit or do not allow the disclaimer of implied warranties. In such states, these warranties will be disclaimed only to the fullest extent permitted by law.
APART FROM CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREIN, NEITHER PARTY (NOR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY, OR FOR ANY CONTENT, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF THE RESPECTIVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM A PARTY’S ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY CLAIM UNDER OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE TOTAL OF THE AMOUNT PAID BY YOU TO US DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.
ADDITIONAL DISCLAIMERS FROM US MAY APPEAR WITHIN THE SERVICE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY.
Some jurisdictions restrict or do not allow some of the foregoing limitations of liability in contracts, and as a result, the contents of this section may not apply to you. In cases where such laws apply, our liability shall be limited to the fullest extent permitted by law.
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
1. Federal Arbitration Act. You agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
2. Initial Dispute Resolution. Most disputes can be resolved without resorting to litigation. You and we agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our support department at support@sourceready.com, or we may contact you using the last available information we have for you.
3. Binding Arbitration. If we do not reach an agreed-upon solution within ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with us, (2) these Terms of Service, (3) any other aspect of the Service. These Terms of Service are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Service are expressly excluded from section 11.
4. Governing Arbitration Rules. All claims subject to arbitration shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service including but not limited to any claim that all or any part of these Terms of Service (such as this section 11) is void or voidable, or whether a claim is subject to arbitration, except that the arbitrator shall have no authority to find that a claim may proceed on a class basis or as part of another representative action: only a court may address disputes regarding the validity or enforceability of the Class Action Waiver section below, section 11(A)(v). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, unless there are conflicting rules at www.jamsadr.com, you must do the following: (A) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover. You may find a copy of a Demand for Arbitration at www.jamsadr.com; (B) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (C) Send one copy of the Demand for Arbitration to us at support@sourceready.com. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, we will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not seek more than $75,000. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in San Francisco County, California, United States of America, and you and we agree to submit to the personal jurisdiction of any court in San Francisco County, California, to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
5. Class Action Waiver. The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND SOURCEREADY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If for any reason, the proper decisionmaker determines that the waiver of class and representative actions set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class or representative basis, then section 11(A) and section 11(B) shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
6. 30-Day Right to Opt Out. You have the right to opt out and not be bound by this version of section 11 by sending written notice of your decision to opt out to support@sourceready.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the first date that you agree to any version of these Terms of Service that contains this version of section 11. If you do not opt out, you will be bound to arbitrate disputes in accordance with the terms of this section 11. You have the right to consult with counsel of your choice concerning this section 11. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under section 11. If you opt out of section 11, we also will not be bound by it in disputes with you.
7. Changes to this Section. We will provide (60) days' notice of any changes to this section. Changes will become effective on the sixtieth (60th) day, and will apply prospectively only to claims arising after the sixtieth (60th) day. If a court or arbitrator (in either case, with the authority to make such a decision) decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from Section 11 and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section you agreed to.
8. Survival. This section 11 shall survive any termination of these Terms of Use.
1. Intellectual Property Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may bring an action on an individual (not class or representative action) basis in state or federal court or in the U.S. Patent and Trademark Office to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
2. Small Claims Court. Notwithstanding the parties’ decision to resolve all disputes
through arbitration, either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court’s jurisdiction.
3. Applicable Law. The Terms of Service and the relationship between us shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in San Francisco County, California (or by a small claims court located elsewhere in the United States when section 11(b)(ii) applies). We both agree to submit to the personal jurisdiction of the courts located within San Francisco County, California (or a small claims court located elsewhere in the United States when section 11(b)(ii) applies), for the purpose of litigating all such claims or disputes that are not subject to arbitration.
You agree to indemnify, defend, and hold us, our affiliates, directors, officers, employees, contractors, and agents, and our suppliers, licensors, and service providers harmless from and against any actual or threatened loss, liability, claim, demand, damages, costs, or expenses, including reasonable attorneys’ fees and expenses (collectively, “Claims”), arising out of or in connection with: (1) Your use of the Service; (2) Your breach of these Terms of Service; (3) Your violation of any applicable law or rights held by any third party; or (4) the Submitted Data.
We will have the right, but not the obligation, to participate through counsel of our choice in any defense by you of any Claims as to which you are required to defend, indemnify, or hold us harmless. You may not settle any Claims in a manner that may impose any obligation upon us, without our prior written consent. The members of our corporate family, and its agents, partners, employees, contractors, and advertisers, are third-party beneficiaries of this paragraph. Other than such parties, there are no other third-party beneficiaries of the Terms of Service. Should you not in a timely manner agree to indemnify and defend us upon our notice to you of a covered Claim, we may retain our counsel, for whose reasonable fees you shall be liable, and we may settle any such Claim, for which you likewise shall be liable.
We may change the features and functionality of the Service at any time. This may include adding, modifying, or removing any features or functionality of the Service or altering the amount of Generated Data or other access we provide. The Terms of Service will apply to any changed version of the Service. We may also suspend or stop the Service altogether. In addition, we may impose or alter fees for new or existing aspects of the Service, including updating our credit conversion policies at any time.
By creating an account or using our services, you agree to receive occasional promotional emails, newsletters, or other communications from SourceReady. You can opt-out of these communications at any time by following the "unsubscribe" link provided in our emails.
In the event of a breach of the Resale Restriction in section 5, the Parties agree that money damages may not be an adequate remedy. Accordingly, in the event of such breach, you agree that we will be entitled (without exclusion of other remedies herein, including monetary remedies) to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, including disgorgement of profits. You further agree to waive any requirement that SourceReady secure or post any bond in connection with such remedy. You further agree that should we prevail in a suit in which we assert violation of the Resale Restriction, you will pay our reasonable attorneys’ fees and costs, including costs of investigation.
1. Termination for cause. In addition to any other remedies it may have, either party may terminate these Terms, effective immediately, if (A) the other party breaches these Terms and fails to cure such breach within thirty (30) days of its receipt of a written notice identifying the breach in reasonable detail (or ten (10) days in the case of non-payment), or (B) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all of its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. If the Agreement is terminated as a result of a material breach by you, then you shall pay in full all remaining fees payable through the remainder of any outstanding Order Form; or if you have prepaid any fees, then those fees are nonrefundable.
2. Termination for convenience. In addition to the right to terminate for cause, (a) for paid subscriptions, we may terminate these Terms for convenience by providing you at least thirty (30) days' prior written notice; and (b) for unpaid accounts only, either party may terminate these Terms, effective immediately, by providing the other party written notice. For paid subscriptions, you will pay in full for the Service up to and including the last day on which the Service is provided.
3. Effect of termination. If these Terms terminate, you will no longer be authorized to access the Services (except as provided under section 4 hereunder).
4. Inactivity. For non-paying customers, if there is no activity in your account for six (6) months or more, SourceReady reserves the right to deactivate your account, delete data from your account, and/or restrict access to certain functionality in your account, at SourceReady's sole discretion.
5. Survival. Sections 1 and 5-12, 14-16 of these Terms will survive termination.
This version of the Terms of Service has been adapted to fit SourceReady and includes all relevant features and policies. If you have any specific requests or additional points that need to be addressed, please let me know!