Switchboard provides its Services subject to the terms and conditions in this Terms of Service ("Terms" or "Agreement"). When we refer to our "Services" in these Terms, we mean to include the whole lot -- our platform services, which includes all of our programs, features, functions and report formats, instructions, code samples, on-line help files and technical documentation, our website, Connect dashboard, technical support, Add-ons as well as any upgrades or updates to any of the foregoing, made generally available by us, and includes any of our Cloud or APIs provided to you in connection with your use of our Services, and our connectivity services.
Further, your use of our Services is subject to additional terms, as modified from time to time in accordance with applicable law, including, without limitation and as applicable, the Switchboard Service Level Agreement ("SLA"), the Switchboard Acceptable Use Policy ("AUP"), Trademark Usage Guidelines, Logo Usage Guidelines and privacy-related policies and agreements posted on our website ("Supplemental Terms"), all of which are incorporated herein by reference and form part of these Terms.
To be eligible to register for a Switchboard account and use Switchboard's Services, you must review and accept the terms of this Agreement by clicking on the "I Accept" button or other mechanism provided. PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND SWITCHBOARD. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE "I ACCEPT" BUTTON AND YOU SHOULD NOT USE SWITCHBOARD'S SERVICES.
In this Agreement, "we," "us," "our" or "Switchboard" will refer to Switchboard Live Inc., 1608 Walnut Street Floor 12 Philadelphia, PA 19103. And, the terms "you," "your" and "Customer" will refer to you. If you are registering for a Switchboard account or using Switchboard's Services on behalf of an organization, you are agreeing to these terms for that organization and promising Switchboard that you have the authority to bind that organization to these Terms (and, in which case, the terms "you" and "your" or "customer" will refer to that organization). The exception to this is if that organization has a separate contract with Switchboard covering your account and use of our Services, in which case that contract will govern your account and use of Switchboard's Services.
IMPORTANT NOTE: SWITCHBOARD DOES NOT PROVIDE WARRANTIES FOR ITS SERVICES, AND THESE TERMS LIMIT OUR LIABILITY TO YOU. For more details, go to Sections 11 and 13.
ARBITRATION NOTICE: THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ANY DISPUTE RELATED TO OUR SERVICES, WHICH LIMITS ACCESS TO A JUDGE, JURY AND THE ABILITY TO PARTICIPATE IN A CLASS ACTION. ARBITRATION MAY ALSO LIMIT THE REMEDIES AVAILABLE TO YOU. YOU SHOULD REVIEW CAREFULLY THE PROVISIONS OF SECTION 17 PRIOR TO ACCEPTING THESE TERMS.
If you have any questions about these Terms, you can reach the Switchboard team at switchboard.live/contact.
If you are a U.S. federal government user or otherwise accessing or using any Switchboard service in a U.S. federal government capacity, this Amendment to these Terms applies to you.
We may revise these Terms from time to time. If we do, those revised Terms will supersede prior versions. Unless we say otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. We will provide you advance notice of any material revisions. This notice will be provided via the Connect dashboard and an email, to the email address we have on file. For other revisions, we will update the effective date of these Terms at the top of the page. We encourage you to check the effective date of these Terms whenever you visit Switchboard's website or Connect dashboard. Your continued access or use of our Services constitutes your acceptance of any revisions. If you don't agree to the revisions, you should stop using Switchboard's Services and we are not obligated to provide you with the Services.
The features and functions of our Services, including our APIs, and Switchboard's SLA (and other Supplemental Terms), may change over time. It is your responsibility to ensure that calls or requests you make to our Services are compatible with our then-current Services. Although we try to avoid making changes to our Services that are not backward compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least sixty (60) days before implementing those changes.
To use our Services, you will be asked to create an account. As part of the account creation process, you'll be asked to provide your email address, create a password, and verify that you're a human being by providing a telephone number. Until you apply for an account, your access to our Services will be limited to what is available to the general public. When registering an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must also keep that information true, accurate, current and complete after you create your account. You may also create multiple accounts as well as sub-accounts.
You are solely responsible for all use (whether or not authorized) of our Services under your account(s) and sub-account(s), including for the quality and integrity of your Customer Data and each of your applications. You are also solely responsible for all use and for all acts and omissions of anyone that has access to your application ("End Users"). You agree to take all reasonable precautions to prevent unauthorized access to or use of our Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your account.
We will make our Services available to you in accordance with our SLA, which may be updated from time to time. You cannot access or use our Services if you are barred from receiving any services or products under the laws of the United States or other applicable jurisdictions.
You may use our Services, on a non-exclusive basis, solely in strict compliance with these Terms (including Supplemental Terms), which may be updated from time to time, and applicable law, including:
Using our Services as needed to develop your software applications that interface with our Services ("Your Applications") or provide our Services through Your Applications, Making our Services available to End Users of Your Applications in connection with the use of each of Your Applications, and Otherwise using our Services solely in connection with and as necessary for your lawful activities under these Terms.
Switchboard may require you to provide consent to the updated Terms in a specified manner before further use of and access to our Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using any part of our Services. YOU UNDERSTAND THAT WE RECOMMEND THAT YOU REGULARLY CHECK THE WEBSITE AND THE APPLICATION TO VIEW THE THEN-CURRENT TERMS.
As a part of our Services, you may have access to materials that are hosted by another party. You agree that it is impossible for switchboard to monitor such materials and that you access these materials at your own risk.
You must provide all equipment and software necessary to connect to our Services that is suitable to connect with and use Switchboard Services, in cases where our Services offer a mobile component. You are solely responsible for any fees, including an internet connection and mobile carrier fees that you incur when accessing Switchboard Services.
Certain software code incorporated into or distributed with our Services may be licensed by third parties under various "open-source" or "public-source" software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the "Open Source Software"). Notwithstanding anything to the contrary in these Terms (also known as an end-user license agreement (EULA)), the Open Source Software is not licensed under these Terms and instead is separately licensed pursuant to the terms and conditions of the respective Open Source Software licenses. You agree to comply with the terms and conditions of Open Source Software licenses and agree to indemnify and hold harmless Switchboard and its affiliates from any damages resulting from your non-compliance with such terms and conditions.
Except as agreed by Switchboard and you in writing, Switchboard may periodically delete your Customer Data. Further, data storage is not guaranteed by us, and you agree that we will not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the loss or deletion of Customer Data.
You further acknowledge and agree that we may access or disclose Customer Data, including the content of communications, if: (i) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or government request, (ii) to enforce our agreements and policies, (iii) to protect the security or integrity of our Services and products, (iv) to protect ourselves, our other customers, or the public from harm or illegal activities, or (v) to respond to an emergency which we believe in good faith requires us to disclose data to assist in preventing a death or serious bodily injury.
We are excited to see what you build with our Services. But, you should know there are some restrictions on what you can do with them. Except as provided in Section 4 (Access and Use of Our Services), you agree not to transfer, resell, lease, license or otherwise make available our Services to third parties or offer them on a standalone basis.
You will not attempt to use our Services to access or allow access to Emergency Services, unless you do so consistent with, and have agreed to, Switchboard Inc. – Terms and Conditions.
You will ensure that our Services are used in accordance with all applicable Law and third party rights, as well as these Terms and the Switchboard AUP, as amended from time to time.
You will ensure that we are entitled to use your Customer Data, including the content of communications, as needed to provide our Services and will not use our Services in any manner that violates any applicable law.
You will not attempt to use our Service to access or allow publication of content through more than one user account.
Except as allowed by applicable law, you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with our Services.
Our Services, including any software we may provide in connection with those Services, may be subject to applicable U.S. export control laws and economic sanctions regulations. In receiving this software or our Services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to this software and our Services, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer such software or our other aspects of our Services. These laws include restrictions on destinations, End Users, and end use. Without limitation, you may not transfer (export or re-export) any such software or other aspect of our Service without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce's List of Denied Persons, Entity, or Unverified List, and the Treasury Department's List of Specially Designated Nationals and Consolidated Sanctions List). You represent that you are not on a U.S. government exclusion list or under the control of or an agent for any entity on such a list, and you further warrant that you will immediately discontinue use of our software and Services if you become placed on any such list or under the control of or an agent for any entity placed on such a list.
Affiliates are any entity or person that controls you, is controlled by you, or under common control with you, such as a subsidiary, parent company, or employee. (Similarly, if we refer to our affiliates, we mean an entity or person that controls us, is controlled by us or is under common control with us.) If applicable to you, your affiliates may order Services directly from us under these Terms, provided that all of your affiliate's activities are subject to these Terms. You will be responsible for the acts and omissions of your affiliates in connection with each affiliate's use of our Services.
9.1 Switchboard may make available through Switchboard Services additional features, functionality, and services offered by its third-party partners ("Add-ons"). Your use of Add-ons is subject to these Terms and the applicable fees. You acknowledge each Add-on you purchase through the Switchboard Services; these Terms constitute a binding agreement between you and the third party licensor of that Add-on ("the Add-on Partner") only. The Add-on Partner of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Partner of that Add-on; Switchboard is acting as agent for the Add-on Partner in providing each such Add-on to you; Switchboard is not a party to the license between you and the Add-on Partner with respect to that Add-on; and Switchboard is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Switchboard, and Switchboard's subsidiaries, are third-party beneficiaries of the agreement between you and the Add-on Partner for each Add-on and that Switchboard will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third-party beneficiary thereof.
9.2 By purchasing an Add-on, you grant Switchboard permission to share your Application, Content, and user information with the Add-on Partner as necessary to provide you the Add-on.
9.3 The license granted to you to use any Add-on is personal to you and is not sublicensable to your End Users. You may not provide or resell Add-ons to others.
10.1 Fees. You agree to pay the usage fees outlined in your "Pricing Schedule" (which is either our standard schedule of fees as available on our website, as may be updated from time to time and any other order forms for our Services ordered by you and accepted in writing by us). In addition, you agree to pay any applicable support fees in connection with your order of any support services pursuant to our support terms in effect from time to time, as made available to you from time to time through Switchboard's website or other electronic dissemination.
10.2 Taxes. Unless otherwise stated in your Pricing Schedule, you are responsible for and shall pay all applicable taxes. This includes all federal, state and local taxes, fees, charges, surcharges or other similar exactions, imposed on or with respect to our Services whether these taxes are imposed directly on you or Switchboard and include, but are not limited to, sales and use taxes, utility user's fees, excise taxes, VAT, any other business and occupations taxes, franchise fees and universal service fund fees or taxes. For purposes of this section, taxes do not include any taxes that are imposed on or measured by the net income, property tax or payroll taxes of Switchboard. You understand and agree that the detail of taxes charged will be made available to you through Switchboard's Connect dashboard for twelve (12) months after such taxes are incurred.
If you're exempt from any taxes for any reason, send an email to our tax department at firstname.lastname@example.org with an executed, signed and dated valid exemption certificate. Once our tax department has received and approved your exemption certificate, we will exempt you from those taxes on a going-forward basis. If for any reason a taxing jurisdiction determines that you are not exempt from those taxes and assesses those taxes, you agree to pay Switchboard those taxes, plus any applicable interest or penalties.
10.3 Payment Terms. Subject to certain credit requirements as determined by us, we may let you pay amounts due under these Terms in arrears. If we let you do that, you will make all of the payments due hereunder within thirty (30) days of the date of the invoice.
Unless you and Switchboard agree otherwise in writing, all fees due under these Terms are payable in United States dollars. Payment obligations cannot be canceled, and fees paid are non-refundable. Subject to Section 10.4 (Fee Disputes), if you are overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then we may assess, and you must pay a late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by law, whichever is less. Subject to Section 10.4 (Fee Disputes) and following the overdue notice, we may also suspend our Services to your until you pay the amount you are overdue plus the late fee.
10.4 Fee Disputes. You must notify us in writing if you dispute any portion of any fees paid or payable by you under this Agreement. You must provide that written notice to us within sixty (60) days of the applicable charge, and we will work together with you to resolve the applicable dispute promptly. If you do not provide us with this written notice of your fee dispute within this 60-day period, you will not be entitled to dispute any fees paid or payable by you.
10.5 Suspension. If your use of our Services exceeds the amounts prepaid by you or of if you fail to pay any amounts due by you under Section 10 of the Agreement, we may suspend our Services associated with your account without prior notice to you. We will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur in connection with any suspension of our Services pursuant to this section.
11.1 General. As between you and Switchboard, we exclusively own and reserve all right, title and interest in and to our Services. As between you and Switchboard, you exclusively own and reserve all right, title and interest in Your Applications and the content of any communications sent through integration with our Services. You acknowledge and agree that you shall have no ownership or other property interest in your Switchboard account, and you further acknowledge and agree that all rights in and to your Switchboard account are and shall forever be owned by and inure to the benefit of Switchboard; provided, however, that nothing herein shall be construed to mean that Switchboard claims any ownership in or to your third party accounts that are linked through our Services, and for purposes of clarification, your accounts with such parties are governed by applicable terms and policies of such third parties for all purposes.
However, when you as a user post or publish your content on or through our Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, transferable, assignable, sublicensable, worldwide, non-exclusive right (including any moral rights) and license to use, license, sublicense, reproduce, modify, adapt, publish, publicly perform, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term (including any extensions) of any worldwide intellectual property right that may exist in your content.
By posting your content through our Services, you grant Switchboard a fully paid, royalty-free, perpetual, irrevocable, transferable, assignable, fully sublicensable, worldwide, royalty-free, and non-exclusive right (including any moral rights) and license to use, license, sublicense, distribute, prepare derivative works of, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and communicate to the public your content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including any extensions and including moral rights, that may exist in your content. You also hereby grant each user of our Services, and the general public, a non-exclusive license to: (i) access your content through our Services; (ii) use, reproduce, distribute, display, reformat and perform your content as permitted through the functionality of our Services; and (iii) download and export your content for use outside of our Services, including reproducing, distributing, displaying and performing such your content all with or without your name or identifying features attached to such usage and without any compensation to you for such usage. You understand that other users may search for, see, use, modify and reproduce any of your content through our Services. You agree that you, not Switchboard, are responsible for all of your content that you make available on or through our Services. You are solely responsible for your content and the consequences of posting or publishing it. By posting your content protectable under U.S. copyright laws, you warrant and represent that: (i) you are the copyright owner of your content, or that the copyright owner of any user-generated content comprising of your content has granted you permission to use such user-generated content or any content and/or images contained in such user-generated content consistent with the manner and purpose of your use and as otherwise permitted by these Terms; (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms, (c) that each person depicted in your content, if any, has provided consent to the use of the images as set forth in these Terms, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such images; and (d) you have the written consent, release, and/or permission of each and every identifiable individual person in such submissions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of such submissions in the manner contemplated by us and these Terms. You further irrevocably waive any "moral rights" and confirm that the holder of any worldwide intellectual property rights also waives such "moral rights" with respect to attribution of authorship or integrity of materials and irrevocably grants the licenses required for use of your content. You understand that even if you delete your content and terminate your use of our Services, Switchboard and users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute (and in the case of Switchboard license, and sublicense) any of your content that they have exported, downloaded, stored or shared through our Services. If you do not want your content used in other users' projects on or off our Services, you should not add it through our Services. When you delete your content from our Services, we will not be able to remove it from any videos that have been exported through our Services. Notwithstanding the foregoing, the license to use your content for archiving or preserving the video for disputes, legal proceedings, or investigations will continue indefinitely. You understand that removed videos may also be cached in search engine indices after removal and that we have no control over such caching.
If any of your content includes a video or other images of individual persons other than yourself, you must obtain the appropriate consent from such persons or their legal guardians, as the case may be, authorizing you, as applicable, to reproduce their likeness, image and voice, and any other protected intellectual property, including copyrighted and copyrightable materials in your content, which consent shall be broad enough in scope to include the uses of our Services permitted in these Terms.
Notwithstanding anything contained herein to the contrary, by submitting your content to any forums, comments or any other area through our Services (Submissions), you hereby expressly permit Switchboard to identify you by your username (which may be a pseudonym) as the contributor of your content in any publication in any form, media or technology now known or later developed in connection with your content.
11.2 Suggestions and Contributions. We welcome your feedback on our Services. But please know that by submitting suggestions or other feedback about our Services ("Contributions") you agree that:
For purposes of clarification, you acknowledge and agree that any questions, comments, suggestions, ideas, wiki, feedback or other information about any of our Services provided by you ("Submissions"), including through online forums or similar pages, to Switchboard are non-confidential and shall become the sole property of Switchboard. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree that such Submissions are posted at your own risk and that Switchboard has no obligations (including, without limitation, obligations of confidentiality) with respect to such Submissions. You represent and warrant that you have all rights necessary to submit Submissions. You hereby grant to Switchboard a fully paid, royalty-free, perpetual, irrevocable, worldwide, transferable, assignable, fully sublicensable, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Submissions, and to sublicense the foregoing rights, in connection with the operation and maintenance of our Services. Notwithstanding anything to the contrary in this paragraph relating to Submissions, nothing herein shall be construed to mean that Switchboard claims any ownership in or to your third party accounts that are linked through our Services, and for purposes of clarification, your accounts with such parties (including your submissions to such parties or through their services) are governed by applicable terms and policies of such third parties for all purposes.
11.3 Use of Marks. Subject to these Terms, we both grant each other the right to use and display each other's name and logo (the Licensor Marks) on our respective websites and in other promotional materials solely in connection with each of our respective activities under these Terms. All of this use of the Licensor Marks will be in accordance with the each other's applicable usage guidelines and will inure to the benefit of Licensor. One of us using the other's Licensor Marks under this subsection will not use, register or take other action with respect to any of the Licensor Marks, except to the extent allowed in advance in writing by the one of us whose Licensor Marks are being used. In using the Licensor Marks under this subsection, one of us using the other's Licensor Marks will always use the then-current Licensor Marks and will not add to, delete from or modify any of Licensor Marks. One of us using the other's Licensor Marks will not, at any time, misrepresent the relationship between us. The one using the other's Licensor Marks will not present itself as an affiliate or other legal agents of the one of us whose Licensor Marks are being used. The rights to use and display each other's Licensor Marks under this subjection will end automatically in the event these Terms terminate.
11.4 Confidentiality. "Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. "Confidential Information" does not include any information which: (i) is publicly available through no fault of receiving party; (ii) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (iii) was properly disclosed to receiving party, without restriction, by another person without violation of disclosing party's rights; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement, and it will not disclose such information to any third party without the other party's prior written consent, except as otherwise permitted hereunder. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Each party may disclose the Confidential Information of the other party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section. Either party may disclose the Confidential Information of the other party as required by law, upon prior written notice to the other party (where allowed by law); provided that such party will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.
11.5 Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 11 and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations outlined in this Section.
12.1 NO WARRANTY. WITHOUT LIMITING SWITCHBOARD'S EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, SWITCHBOARD HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 12 AND SWITCHBOARD'S SLA (AND SUPPORT TERMS), SWITCHBOARD'S SERVICES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
12.2 BETA SERVICES. FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH SWITCHBOARD WHERE YOU GET TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES AND DOCUMENTATION ("BETA SERVICES") OFFERED BY US. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, WE ARE PROVIDING THE BETA SERVICES TO YOU "AS IS." WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED DOCUMENTATION THAT STATES OTHERWISE, SWITCHBOARD DOES NOT WARRANT THAT THE BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
You will defend, indemnify and hold Switchboard and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action arising out of or relating to your activities under these Terms or your acts or omissions in connection with the provision of Your Application, including, without limitation, any intellectual property claims relating to the Your Application and any violation by you or your End Users of the terms of Section 6 (Restrictions) ("Claim"). We and our affiliates will cooperate as fully as reasonably required in the defense of any Claim, at your expense. We reserve the right, at your expense, to retain separate counsel for ourselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party, and that is otherwise subject to indemnification under this Section 13 (Indemnification). You will pay all costs, reasonable attorneys' fees and any settlement amounts or damages awarded against us in connection with any Claim. You will also be liable to us for any costs and attorneys' fees we incur to establish successfully or enforce our right to indemnification under this Section.
EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF SECTIONS 6 (RESTRICTIONS), 11 (OWNERSHIP) OR 13 (INDEMNIFICATION), UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SWITCHBOARD BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF WE HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS DESCRIBED IN THIS SECTION 14, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SWITCHBOARD BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.
THE PROVISIONS OF THIS SECTION 14 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. THE LIMITATIONS OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SWITCHBOARD AND YOU. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THE LAWS OF ANY SUCH JURISDICTION APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
SWITCHBOARD'S SERVICES ARE NOT INTENDED TO SUPPORT ANY EMERGENCY SERVICES. NEITHER SWITCHBOARD NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD SWITCHBOARD HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE OUR SERVICES TO CONTACT EMERGENCY SERVICES.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES. YOU UNDERSTAND THAT SWITCHBOARD DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF OUR SERVICES. SWITCHBOARD DOES NOT OFFER MEDICAL ADVICE. ANY CONTENT ACCESSED THROUGH OUR SERVICES IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND should not be used during a medical EMERGENCY OR FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. YOU UNDERSTAND THAT YOU SHOULD CONSULT YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION, OR BEFORE TAKING ANY DRUG, CHANGING YOUR DIET, OR COMMENCING OR DISCONTINUING ANY COURSE OF TREATMENT. YOU UNDERSTAND THAT YOU SHOULD NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION ACCESSED THROUGH USE OF OUR SERVICES. CALL 911 OR YOUR DOCTOR FOR ALL MEDICAL EMERGENCIES.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
15.1 Terms Period. The period of these Terms will commence on the date these Terms are accepted by you and continue for twelve months (the "Initial Period"). These Terms will automatically renew for additional twelve (12) month periods (each, a "Renewal Period") unless either you or Switchboard provides notice of non-renewal at least thirty (30) days before the end of the Initial Period or a Renewal Period. The Initial Period and all Renewal Periods will be referred to in this agreement as the "Terms Period".
15.2 Termination and Suspension of Services. Either party may terminate your account for any reason upon 60-days written notice to the other party. Either party may also terminate or suspend your account in the event the other party commits any material breach of these Terms and fails to fix that breach within five (5) days after written notice of that breach. If we terminate these Terms due to your material breach, we may terminate or suspend your account(s) as well.
In addition to suspension of our services for non-payment of fees as described in Section 10.5 (Suspension), we may also suspend our Services immediately for cause if: (a) you violate (or give us reason to believe you have violated) the Switchboard AUP; (b) there is reason to believe the traffic created from your use of our Services or your use of our Services is fraudulent or negatively impacting the operating capability of our Services; (c) we determine, in our sole discretion, that providing our Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide our Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If we suspend our Services to your account, we will make a reasonable attempt to notify you.
If your registration(s) with or ability to access our Services or any related other Switchboard community is discontinued by Switchboard due to your violation of any portion of these Terms, or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access our Services or any Switchboard community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to our Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Switchboard reserves the right, in its sole discretion, immediately to take any or all of the actions set forth herein without any notice or warning to you.
Upon termination or expiration of these Terms, your payment obligations, the terms of this Section 15, and the terms of the following Sections will survive (i.e., still apply): Section 5 (Our Use and Storage of Customer Data), Section 6 (Restrictions), Section 11 (Ownership and Confidentiality), Section 12 (Warranties and Disclaimer), Section 13 (Indemnification), Section 14 (Exclusion of Damages; Limitation of Liability) and Section 17 (General). In addition, terms and provisions in Supplemental Terms which by their nature would survive termination shall survive.
17.1 Compliance with Laws. Both you and Switchboard will comply with the applicable law relating to each of our respective activities under these Terms, including privacy and data protection laws and applicable rules established by the Federal Communications Commission. If you believe that WE haVE not adhered to theSE Terms, YOU UNDERSTAND THAT YOU ARE ENCOURAGED TO contact US. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
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 materials available on any part of our Services, infringe your copyright, you (or your agent) should send us a written notice requesting that we remove such material or block access to it by clicking on the following link and completing the form located Here. If you believe in good faith that someone has wrongly submitted a notice to us under this paragraph, then you should send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See for details.. Specifically, notices and counter-notices should include the following: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on or through our Services of the material that you claim is infringing; (iv) your address, telephone number and e-mail address; (v) a written statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. The foregoing requirements must be followed to give us legally sufficient notice of any infringement. Contact information for Switchboard's copyright agent for notice of claims of copyright infringement is as follows: email@example.com, Attn: General Counsel.
Further, all pictures, graphics, videos and other visual media displayed through our Services are exempt from 18 U.S.C. § 2257 and 28 C.F.R. 75 because they do not consist of depictions of conduct as specifically listed in 18 U.S.C. § 2256(2)(A) through (D), but are merely, at most, depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995. Switchboard is not the primary producer of the visual content contained or made available through our Services.
17.2 No Waiver. Switchboard's failure to enforce at any time any provision of these Terms (including Supplemental Terms) does not waive our right to do so later. And, if we do expressly waive any provision of these Terms (or Supplemental Terms), that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by and us to be legally binding.
17.3 Assignment. You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. Subject to this Section 17.3, these Terms will be binding on both you and Switchboard and each of our respective affiliates, successors, and assigns.
17.4 Relationship. You and Switchboard are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and Switchboard will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. You and Switchboard will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms. Neither you nor Switchboard has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.
17.5 Unenforceability. Except as described in Section 18 (Agreement to Arbitrate), if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
17.6 Notices. The communications between you and Switchboard use electronic means, whether you visit our website or send e-mails through our Services, or whether Switchboard posts notices through its on-line properties, or communicates with you via e-mail. For contractual purposes, you (i) consent to receive communications from Switchboard in an electronic form, and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, however, to any other form of notice, if any. Where we require that you provide an e-mail address, you are responsible for providing Switchboard with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, Switchboard's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Notices to Switchboard shall be copied to firstname.lastname@example.org, Attn: General Counsel.
17.7 Entire Agreement. These Terms (including Supplemental Terms) supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written, and constitute the entire agreement and understanding of the parties. No oral or written information or advice given by Switchboard, its agents, representatives or employees will create a warranty or in any way increase the scope of the warranties in these Terms.
17.8 Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without gross negligence of such party, including, without limitation: action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
17.9 Government Terms. ** We provide our Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of these Terms. If you (or any of your End Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of our Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited, and no rights other than those provided in these Terms are conferred. Our Services were developed fully at private expense.
17.10 Governing Law and Venue. The enforceability and interpretation of Section 18 (Agreement to Arbitrate) will be determined the Federal Arbitration Act (including its procedural provisions). Apart from Section 18, these Terms (including Supplemental Terms) will be governed by and interpreted according to the laws of the Commonwealth of Pennsylvania without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. The United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code, and the Uniform Computer Information Act shall not apply to these Terms or Supplemental Terms. Except as provided in Section 18 (Arbitration), any legal suit, action or proceeding arising out of or related to these Terms or our Services shall be instituted in either the state or federal courts of the , and we each consent to the personal jurisdiction of these courts.
YOU AND US AGREE THAT ANY CAUSE ACTION ARISING OUT OF OR RELATED TO THE TERMS, OR OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES AS DEFINED UNDER APPLICABLE LAW; OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED, UNLESS OTHERWISE PROHIBITED UNDER APPLICABLE LAW.
You hereby irrevocably and forever release us from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of our Services including, but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of these Terms or your use of our Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
Before bringing a formal legal case, please first try contacting our Customer Support. Most disputes can be resolved that way.
18.1 We Both Agree to Arbitrate. If we can't resolve our dispute through our customer support, you or any of your affiliates on one hand and Switchboard and any of Switchboard's affiliates, on the other hand, all agree to resolve any dispute arising under these Terms (including Supplemental Terms), or in relation to our Services, by confidential, binding arbitration in the Commonwealth of Pennsylvania, or in another location that we have both agreed to.
This applies to all claims under any legal theory unless the claim fits in one the exceptions below in Subsection 18.2 (Exceptions to Agreement to Arbitrate). It also applies even after you have stopped using your Switchboard account or have deleted it. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
18.2 Exceptions to Agreement to Arbitrate. Notwithstanding the agreement to arbitrate herein, claims related to a violation of Switchboard's AUP, claims of defamation, violation of the U.S. Computer Fraud and Abuse Act (CFAA), 18 U.S.C. §1030 et seq., as amended, and infringement or misappropriation of the other party's patents, copyrights, trademarks, trade dress, Licensor Marks or trade secrets shall not be subject to the agreement to arbitrate; such claims shall be exclusively brought in and resolved by the state or federal courts located in and for the Commonwealth of Pennsylvania. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in the Commonwealth of Pennsylvania, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located in such country for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
Also, any of us can bring a claim in small claims court either in the Commonwealth of Pennsylvania, or the county where you live, or some other place we both agree on if it qualifies to be brought in that court.
In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
18.3 Details of Arbitration Procedure. Before filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties, unless otherwise required under applicable law. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA's rules and procedures on their website, or you can call them at 1-800-778-7879.
The arbitration will be governed by the then-current version of AAA's Commercial Arbitration Rules (the "Rules") and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Section 18 conflicts with the Rules, the language of this Section 18 applies.
Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section 18 does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.
The arbitrator's award will be based on the evidence admitted and the substantive law of the Commonwealth of Pennsylvania and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify these Terms.
Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
18.4 Class Action Waiver. Both you and your affiliates, on one hand, and Switchboard and its affiliates, on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you and your affiliates on one hand nor Switchboard and its affiliates, on the other hand, can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person's or entity's claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator's decision or award in one person's or entity's case can only impact the person or entity that brought the claim, not other Switchboard customers, and cannot be used to decide other disputes with other customers.
If a court decides that this Subsection 18.4 (Class Action Waiver) is not enforceable or valid, then the entire Section 18 (Agreement to Arbitrate) will be null and void (i.e., go away). But, the rest of the Terms will still apply.
The parties expressly desired that the Terms and all related documents were drafted in English, in the American variation thereof. C'est law volone expresse des parties que la presente convention ainsi que les documents qui s'y rattacent soient rediges en anglais.
Our Services can be accessed from countries around the world and may contain references to certain of our Services that are not available in your country. Such references do not imply that we intend to announce the applicable Services in your country. Our Services are controlled and offered by us from our facilities in the United States of America. We make no representations that our Services are appropriate or available for use in other locations. Those who access or use our Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
You understand and acknowledge that developing applications should be fun and easy, and by using our Services, you agree to let your imagination run wild and activate, to be adventurous and make mistakes.
A. EC Data Protection Agreement. Switchboard customers in the European Union wishing to execute standard contractual clauses with Switchboard for transfer of personal data from the European Union may do so by following the instructions on the appropriate set of standard contractual clauses available by following the relevant link: "coming soon"
B. You will ensure that Switchboard is enabled to use all Customer Data as necessary to provide the Services.
C. The primary characteristics of the Services, as agreed upon between you and Switchboard will remain available to you during the Terms Period.
D. For Customers who reside in Germany, the following shall apply in relation to Warranties.
Switchboard warrants that for a period of 12 months from that date on which you enter into this Agreement, the Services will materially comply with the specifications as agreed upon between you and Switchboard; Any and all further warranties are excluded.
E. Despite Section 9.4 (Disputes) above, you will have a reasonable period from the date of any charge to dispute such charge.
F. The following shall apply in relation to the limitation of liability:
The Parties shall only be fully liable for intent and gross negligence as well as damages caused by injury to life, body or health; In an event of slight negligence, the Parties shall be liable only for breaches of a material contractual obligation (cardinal duty). A "cardinal duty" in the sense of this provision is an obligation whose fulfillment makes the processing of this Agreement possible in the first place and on the fulfillment of which the other Party may therefore generally rely upon; In any of the above-mentioned cases, the Parties shall not be liable for any lack of commercial success, lost profits and indirect damages Liability in accordance with the above clauses shall be limited to the typical, foreseeable damages: and Except where otherwise stated in this Agreement, the Parties shall not be liable for any loss or damage or any costs, expenses or other claims including without limitation loss of profit, business, revenue, goodwill or anticipated savings, loss of any data or information and/or special or indirect loss or consequential loss or otherwise which arise out of or in connection with this Agreement.
G. Switchboard may amend or modify this Agreement from time to time, in which case the new Agreement will supersede prior versions and will be effective as of the date it is posted on Switchboard's website, indicated as "last updated". Switchboard will notify Customer via e-mail not less than 30-days before the effective date of any such amendment or modification and will inform you about the intended amendments or modifications. If you do not object to the amendment or modification within 30-days from aforementioned notice, such non-objection may be relied upon by Switchboard as your consent to any such amendment. Switchboard will inform you about your right to object and the consequences of non-objection with the aforementioned notice.
A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
Notwithstanding anything to the contrary in Section 14, Switchboard is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
You may contact via email at email@example.com or you may write to us at the address listed below.
Switchboard Live, Inc.
1608 Walnut Street
Philadelphia, PA 19103