POSTANO Terms of Service
1. Postano Services. Our "Postano Platform" allows you to gather text, music, data, graphics, photos, video, commentary and other content ("Social Media Content") from social media feeds that you select ("Social Media Feeds"). You can curate, select, present, manage, distribute and display that Social Media Content, along with your own content ("Customer Content"), in visualizations across web, mobile and live screen displays. Our "Postano Services" include all components and features of the Postano Platform provided pursuant to an Order, including all user manuals and other related documentation we provide you ("Documentation").
2. Changes to these Terms or the Postano Services. We may modify these Terms or the Postano Services, including adding or subtracting features or functionality, without prior notice. We will post changes to these Terms on this page. Any changes will become effective as soon as they are posted on this page, so your continued use of the Postano Services after the changes become effective constitutes your acceptance of the changes. If any modification of the Postano Services substantially reduces the functionality or features provided to you, your sole remedy will be to terminate the applicable Order and receive a pro-rated refund of Fees paid by you for that Order based on the number of months remaining in the Order term compared to the total number of months in the Order term.
3. Separate User Accounts. Postano Services may be used by no more than the total number of users listed in an Order and can include no more than the total number of streams of Social Media Feeds ("Streams") and styles of displaying Content (for example, cinematic, collage, dynamic, voting and polling, single rotate, etc.) ("Visualizations") identified in the Order. You can at any time ask us to modify the number of users, Streams or Visualizations. Each of your users must have a unique username and password ("User Account"). User Accounts cannot be shared with or used by more than one user, but you may replace one designated user with another designated user. You are solely responsible for maintaining all User Accounts and for all activities on the Postano Platform that occur through use of your User Accounts.
4. Selection of Feeds and Content. You are solely responsible for the selection of all Social Media Feeds, and for all Social Media Content and Customer Content (together, "Content"), collected, accessed, published and used by you using the Postano Services. Access to and use of Social Media Feeds and Content are subject to the terms and conditions of the companies that operate the Social Media Feeds and provide Content (each individually a "Social Media Provider" and collectively, "Social Media Providers"), including the Twitter Terms of Service located at http://twitter.com/tos and the Twitter Content Public Display Agreement at http://www.postano.com/wp-content/uploads//2015/01/twitter- content-public-display-agreement.pdf (collectively, “Social Media Terms”). You are solely responsible for reviewing and complying with all applicable Social Media Terms prior to selecting the Social Media Feeds and Content for use in connection with the Postano Services. By viewing, accessing or using the Postano Services, you represent and warrant that you have read and agree to comply with and to be bound by the Social Media Terms. You may change your selection of Social Media Feeds and Content at any time, but in the event of any dispute concerning your selections your last selections recorded by the Postano Services will be conclusive.
5. Authorization to Use the Postano Services. As long as you comply with these Terms and each Order, we grant you a limited, revocable, non-transferable, non-exclusive, worldwide license to use the Postano Services in accordance with these Terms and as described in the Documentation.
6. Restrictions. You agree not to (a) permit any unauthorized person to access or use the Postano Services, (b) use the Postano Services in any illegal or unlawful manner or for any illegal or unlawful purpose, (c) use the Postano Services in any manner that harms us, the Postano Platform or our ability to make Postano Services available to other customers, (d) use the Postano Services in any way that violates the Social Media Terms, (e) use the Postano Services other than for business and commercial purposes, (f) copy, modify, or create derivative works or improvements of the Postano Services or Documentation, (g) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Postano Services, in whole or in part, (h) use or launch any automated system, including "robots," "spiders," or "offline readers," to access the Postano Services, (i) rent, lease, lend, trade, sell or otherwise make available any part of the Postano Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service, or (j) access or use the Postano Services, Content or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party. You further agree to comply with all applicable international, federal, state and local laws, rules, regulations, directives and governmental requirements ("Laws") relating to your use of the Postano Services and all Content.
7. Obligation to Pay. You agree to pay us the fees and expenses described in each Order ("Fees") in accordance with the payment terms described in the Order. If you fail to pay any Fees when due, we may suspend delivery of all or a portion of your rights to use the Postano Services.
8. Term. Unless otherwise specified in the Order, the term of each Order begins on the effective date specified in the Order and ends one (1) year from that date.
9. Termination; Survival. Either party may terminate any outstanding Order (a) if the other party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under applicable bankruptcy or insolvency Laws or (b) upon the occurrence of a material breach of these Terms or the Order by the other party if that breach is not cured within thirty (30) days after receipt of written notice from the non-breaching party describing in reasonable detail the nature of the breach, except that we may terminate any Order immediately upon notice to you if you breach Sections 6, 7 or 18 of these Terms. Upon termination or expiration of an Order for any reason, all licenses granted by us to you with respect to that Order will automatically terminate. If we terminate an Order because of your breach, all unpaid Fees payable under the Order will become immediately due and payable. When all Orders have been terminated or expired for any reason each of us will return to the other or destroy (if permitted in writing) all materials in our respective possession or control containing Confidential Information of the other party and, upon request, deliver a certificate signed by an authorized representative that the party has done so. Sections 6, 7, 9 and 11 through 20 of these Terms will survive notwithstanding any termination or expiration of any Order.
10. Suspension. In addition to any other rights we might have, we may suspend your access to or use of all or any part of the Postano Services if (a) we reasonably determine that suspension is necessary to comply with applicable Law or (b) any Social Media Provider discontinues our or your access, for any reason, to any of its Social Media Content. We will not be liable for any costs, expenses, or damages as a result of any suspension.
11. Ownership. As between the parties (a) we own and will retain all right, title and interest in and to all intellectual property and other rights to the Postano Services and Documentation and (b) you own and will retain all right, title and interest in and to all Customer Content. You hereby grant us a perpetual, irrevocable, non-transferable, non-exclusive, unrestricted royalty-free, worldwide license to use the Customer Content as necessary for us to provide the Postano Services in accordance with these Terms.
13. Copyright Policy. We take claims of copyright infringement seriously. If you become aware of any possible copyright infringement of any materials residing on or accessible through the Postano Services please notify us promptly.
14. Representations and Warranties. We represent and warrant that we own or control the Postano Services. You represent and warrant that (a) you own all Customer Content or have obtained all rights, approvals, licenses, consents and permissions as are necessary to grant the licenses to the Customer Content granted by you to us and (b) the Customer Content does not, and will not, infringe, violate or misappropriate any third party's rights, including any intellectual property rights. You acknowledge and agree that we do not control, and therefore we do not make any promise, warranty or other assurance with respect to, any Social Media Feeds or Content.
15. Indemnification. We will defend at our own expense any suit brought against you by any unrelated third party, and will pay all legal fees, costs and damages finally awarded in the suit against you, to the extent that the suit is based on a claim that the Postano Services(but specifically excluding claims with respect to Content or Social Media Feeds) misappropriate any intellectual property rights of any third party, but only if you promptly notify us of that claim and give us full and complete authority (including settlement authority) and reasonable assistance (including access to information in your possession) for that defense. If the Postano Services are held in any such suit to infringe such a right and its use is enjoined, or if in our opinion it is likely to become the subject of such a suit, at our election and expense we will (a) secure for you the rights necessary to continue to use the affected Postano Services, (b) modify the affected Postano Services so that they become non-infringing or (c) replace the potentially infringing portion of the Postano Services with a functionally equivalent non-infringing product. If in our reasonable discretion none of the foregoing alternatives are reasonably available, we may immediately terminate each affected Order. Our obligations under this Section will not apply to infringement actions or claims to the extent they are based on or result from modifications made to the Postano Services by a party other than us, or the combination of the Postano Services with items not supplied or expressly authorized by us.
16. "As Is" Services and Limitations of Liability.
Except as expressly described in these Terms, the Postano Services are provided "as is" and we expressly disclaim any and all warranties, whether express, implied or statutory, including (a) any implied warranties of fitness for a particular purpose, merchantability, workmanlike quality, non-infringement, title, performance, suitability, course of dealing, usage of trade or otherwise, (b) any warranties to any results to be obtained from the Postano Services, (c) that the Postano Services will be uninterrupted or error free or (d) with respect to any Content or Social Media Feeds. To the maximum extent permitted by Law, we will not be liable for any indirect, punitive, incidental or consequential damages under any theory of tort, contract, strict liability or equity arising from your use of the Postano Services, the Documentation, any Order or these Terms even if we have been advised of the possibility of those damages. In no event will our total liability exceed the total Fees paid to us by you under the Order under which the incident giving rise to the claim arose.
17. Third-Party Services. We may, from time to time, inform you of third-party services that can be used in connection with the Postano Services. Your use of any third-party services in connection with the Postano Services, and any terms, conditions, representations or warranties associated with that use, are solely between you and that third-party service provider. We make no representation or warranty with regard to services provided by third parties, and we will not be responsible to you in any manner for any such services. We do not, unless otherwise expressly set forth in an Order, provide maintenance or support for third-party services.
18. Confidentiality. Neither party will disclose the other party's Confidential Information to any other person other than to the recipient's employees and subcontractors who have a need to know that information, are informed of these confidentiality obligations and are bound by duties of confidentiality that are as protective of that information as those in this Section. Neither party will use the other party's Confidential Information except as necessary to exercise the recipient's rights, or to perform its obligations, under these Terms and applicable Orders. Our Confidential Information specifically includes the pricing and other provisions of Orders. The term "Confidential Information" means all information other than information that the recipient can prove was generally available to the public without the recipient's fault, was received by the recipient from another person without breach of a duty of confidentiality to the disclosing party, or was independently developed by the recipient without access to or use of the disclosing party's proprietary information.
19. Marketing. You agree to let us identify you as a customer and to use your logo in our general marketing materials and websites. We will use commercially reasonable efforts to comply with any related written trademark guidelines you may provide us.
20. Notices. All notices you provide us must be in writing and delivered either by hand, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed to us at the address provided in the applicable Order. We may provide you notices by email or by posting notices via the Postano Platform user interface. You agree that our electronic communications with you satisfy any legal requirement that such communications be in writing. You also consent to our sending you email or other communications related to the Postano Services and other TigerLogic products and services from time to time.
21. Force Majeure. We will not be liable for any failure to perform or any delay in performance under these Terms or any Order if such failure or delay arises from any act beyond our control, such as natural disasters or other acts of God, wars, fires, riots, strikes, lockouts, labor disputes, accidents, malicious damage caused by a third party to technology deployed or used by us, or the breakdown, failure or malfunction of any telecommunications, computer or other electrical, mechanical or technological service or system.
22. General Provisions. The words "include," "includes" and "including" are not limiting in any way and mean "include, includes or including without limitation." The word "person" includes individuals, corporations, partnerships, limited liability companies, co-operatives, associations and other natural and legal persons. The term "or" is not limiting. With respect to use of the Postano Services by or on behalf of the federal government, the technical data and software rights related to the Postano Services include only those rights and licenses provided pursuant to these Terms and are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202 (Commercial Computer Software or Computer Software Documentation). These Terms and each Order will be governed by and construed under the laws of the State of Oregon without reference to its conflict of law principles. You agree that any legal action or proceeding between us for any purpose concerning these Terms or any Order will be brought exclusively in a court of competent jurisdiction sitting in the City of Portland, Multnomah County, Oregon and you irrevocably submit to the jurisdiction of such courts and waive any objection thereto, including forum non-conveniens. We each waive any right to a jury trial in connection with any and all disputes arising out of or related to these Terms or any Order. Any cause of action or claim you may have with respect to these Terms or any Order must be commenced within one (1) year after the claim or cause of action arises. These Terms are the complete and exclusive statements of the mutual understanding of the parties with respect to their subject matters and supersede and cancel all previous written and oral agreements, communications and other understandings. Any modifications to these Terms must be in writing signed by both parties. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of your rights under these Terms or any Order without our prior written consent. We may assign our rights and duties under these Terms or any Order to any party at any time without notice to you. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. No agency, partnership, joint venture, or employment is created as a result of these Terms or any Order and you do not have any authority to bind us in any respect. These Terms will be binding upon and inure to the benefit of each of our respective successors and permitted assigns. No provision of these Terms is intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind.
Last Modified: January 19, 2015