To Use Our Services, You:
If You Post Content On a Service, You:
DESCRIPTION OF SERVICES
Any reference to the “website”, the “web site”, the “site” or to “carnival.io” shall include any and all pages, subdomains, affiliated domains, brands, products or other areas of our website, or any other affiliated sites or domains owned or operated by or on behalf of us, plus any of the online content, information and services as made available in or through the website (collectively, the “Services”). The Services include without limitation all aspects of the website, including but not limited to all products, software, applications, features, channels and services offered therein. Any reference to “content” shall include all content in all forms or mediums, such as (without limitation) text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. By using this website, you represent and warrant that you are of the age of majority in your jurisdiction (e.g., eighteen (18) years or older in the U.S.) or have the consent of a parent or guardian to agree to these terms. All information and services are exchanged electronically, via the internet. You are responsible for maintaining your own access to the internet. You consent to receiving communications electronically. Company is a privately owned and operated service and does not represent or speak for any governmental office or authority.
PASSWORDS AND ACCESS
In order to access some features of the Service, you may have to register or create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. Registration or subscription to the Service and payment of any applicable fee, authorizes a single individual to use the Service unless otherwise expressly stated. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We may access your account from time to time, for example, to assist you with customer service and/or with your consent, send out messages on your behalf. You must notify Company immediately of any breach of security or unauthorized use of your account. Although Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Company or others due to such unauthorized use.
You may not grant, resell or sublicense access to the Services or the Service, or any of the rights granted to you herein, to any third party, except if you are an agency or other corporate customer, in which case, you may make the Service available to your Customer User(s) on these same terms; we retain all rights to this Service and you may not monetize such use without our written consent. You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Services or the Service. You may not decompile, disassemble, reverse engineer or otherwise attempt to obtain or access the source code from which any component of the Services or the Service is compiled or interpreted, and nothing in this Agreement may be construed to grant any right to obtain or use such source code. You agree not to copy, duplicate or imitate, in whole or in part, any concept, idea, business model, business process, product, service or other intellectual property or other ideas or content embodied in the Services or learned by you from your use of or access to the Services. You agree not to use the Services or the Service to violate any local, state, national or international law or to impersonate any person or entity, or otherwise misrepresent your identity or your affiliation with a person or entity.
You shall not download any content unless you see a “download” or similar link displayed by Company on the Service for that content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content for any other purposes without the prior written consent of Company or the respective licensors of the content. Company and its licensors reserve all rights not expressly granted in and to the Service and the content.
You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
You represent and warrant that all information that you provide to us will be true, accurate, complete and current, and that you have the right to provide such information to us in connection with your use of the Service.
You may not:
Company has no obligation to monitor the Services. However, you acknowledge and agree that Company has the right to monitor the Services electronically from time to time, and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its customers. Company reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of this Agreement. While this Section highlights some of your key obligations, headers and section titles are for convenience only, and you are bound by all the terms of this Agreement.
PUBLIC POSTINGS AND LICENSED MATERIALS
Certain material you may post on our Services is or may be available to the public, including without limitation any public profile data, feedback, questions, comments, suggestions, uploads, blog entries, ratings, reviews, images, videos, poll answers, etc., in any form or media, that you post via the Service or otherwise, such as, without limitation, public comments made via our mobile apps (collectively, “Public Postings”). These Public Postings will be treated as non-confidential and nonproprietary. You are responsible for any Public Postings and the consequences of sharing or publishing such content with others or the general public. This includes, for example, any personal information, such as your home address, the home address of others, or your current location. WE ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF PUBLICLY SHARING OR POSTING ANY PERSONAL OR OTHER INFORMATION ON THE SERVICES.
Other content or communications you transmit to us, including without limitation any feedback, data, questions, comments, suggestions, in any form or media, that you submit to us via e-mail, the Services or otherwise (to the extent excluding any Personally Identifiable Information, collectively, “Submissions”), will be treated as non-confidential and nonproprietary, except in the case of agencies and corporate customers with other contractual relationships with us, in which case, certain information may be confidential to the extent set forth in any other applicable confidentiality agreement or provision.
By providing any Public Posting or Submission, you (i) grant to Company a royalty-free, non-exclusive, perpetual, irrevocable, sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works (including products) from, distribute, and display such content throughout the world in all media and you license to us all patent, trademark, trade secret, copyright or other proprietary rights in and to such content for publication on the Service pursuant to this Agreement; (ii) agree that we shall be free to use any ideas, concepts or techniques embodied therein for any purpose whatsoever, including, but not limited to, developing and marketing products or services incorporating such ideas, concepts, or techniques, without attribution, without any liability or obligation to you; (iii) grant to Company the right to use the name that you submit in connection with such content. In addition, you hereby waive all moral rights you may have in any Public Posting or Submissions.
You shall be solely responsible for your own content and any Public Postings and Submissions. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish content you post or submit. You further agree that content you submit via Public Postings or Submissions will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant us all of the license rights granted herein. You further agree that you will not submit to the Service any content or other material that is contrary to this Agreement or our other published policies and guidelines, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
We do not endorse any content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with content. We do not permit copyright infringing activities and infringement of intellectual property rights on the Service, and we will remove all content if properly notified that such content infringes on another’s intellectual property rights. We reserve the right to remove content without prior notice. We reserve the right to decide whether your content violates this Agreement for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. We may at any time, without prior notice and in our sole discretion, remove such content and/or terminate a user’s account for submitting such material in violation of this Agreement.
FEES AND PAYMENTS
If and to the extent any portion of the Service may require a fee payment or incremental payment or subscription, you agree to pay Company any applicable fee posted for the Service. By completing and submitting any credit card or other payment authorization through the Services, you are authorizing Company to charge the fees to the account you identify. You must keep all billing information, including payment method, up to date. You agree to pay us for all charges incurred under your account, including all applicable taxes, fees, and surcharges. You authorize and direct us to charge your designated payment method for these charges or, if your designated payment method fails, to charge any other payment method you have on file with us. Further, you authorize and direct us to retain information about the payment method(s) associated with your account. If we do not receive payment from your designated payment method or any other payment method on file, you agree to pay all amounts due upon demand by us. You will be responsible for accrued but unpaid charges, even if your account is canceled by you or terminated by us. During any free trial or other promotion, if any, you will still be responsible for any purchases and surcharges incurred using your account.
After thirty (30) days from the date of any unpaid charges, your fee-based Service will be deemed delinquent and we may terminate or suspend your account and Service for nonpayment. We reserve the right to assess an additional 1.5 percent late charge (or the highest amount allowed by law, whichever is lower) per month if your payment is more than thirty (30) days past due and to use any lawful means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees, incurred by us in our efforts to collect any remaining balances from you.
You are responsible for all charges incurred under your account, including applicable taxes, fees, surcharges, and purchases made by you or anyone you allow to use your account (including your children, family, friends, or any other person with implied, actual, or apparent authority) or anyone who gains access to your account as a result of your failure to safeguard your username, password, or other authentication credentials or information.
WARRANTIES AND LIMITATIONS OF WARRANTIES.
THE SERVICE, THE WEBSITE, AND ALL INFORMATION, CONTENT, AND MATERIALS RELATED TO THE FOREGOING, ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. WE DO NOT WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED, ERROR- FREE OR VIRUS FREE. ALTHOUGH INFORMATION THAT YOU SUBMIT MAY BE PASSWORD PROTECTED, WE DO NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SERVICE AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE THROUGH THE SERVICE.
LIMITATIONS OF LIABILITY.
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION, TO THE EXTENT ANY OF THE FOREGOING ARISES IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICE, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF US TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EXCEED THE TOTAL FEES PAID TO US BY YOU DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SERVICE TO YOU AND WE WOULD NOT PROVIDE THE SERVICE TO YOU WITHOUT THIS LIMITATION.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS US AND OUR AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, COSTS AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY US AND RESULTING FROM (1) ANY VIOLATION BY YOU OF THIS AGREEMENT; (2) ANY ACTIVITY RELATED TO YOUR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE WITH YOUR PASSWORD; (3) YOUR USE OF AND ACCESS TO THE SERVICES; (4) YOUR VIOLATION OF ANY THRID PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; AND/OR (5) ANY CLAIM THAT YOUR CONTENT CAUSED DAMAGED TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE SERVICE.
DURATION OF TERMS
Once in effect, this Agreement will continue in operation until terminated by either you or us. However, even after termination, the provisions of sections IV through XV of this Agreement will remain in effect. You may terminate this Agreement at any time and for any reason by providing notice to Company in the manner specified in this Agreement or any applicable Services Schedule. We may terminate this Agreement without notice or, at our option, temporarily suspend your access to the Services, in the event that you breach this Agreement. Notwithstanding the foregoing, Company also reserves the right to terminate this Agreement at any time and for any reason by providing notice to you either through email or other reasonable means. After termination of this Agreement for any reason, you understand and acknowledge that Company will have no further obligation to provide the Service or access thereto. Upon termination, all licenses and other rights granted to you by this Agreement, if any, will immediately cease.
MODIFICATION OF TERMS
Company may change the terms of this Agreement from time to time. You will be notified of any such changes via e-mail (if you have provided a valid email address) and/or by posting notice of the changes on www.carnival.io. Any such changes will become effective when notice is received or when posted on the Services, whichever first occurs. If you object to any such changes, your sole recourse will be to terminate this Agreement. Continued use of the Service following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by such changes. We reserve the right to modify or discontinue the Service at any time with or without notice to you, including without limitation by adding or subtracting features and functionality, third party content, etc. In the event of such modification or discontinuation of the Service, your sole remedy shall be to terminate this Agreement. Continued use of the Service following notice of any such changes will indicate your acknowledgement and acceptance of such changes and satisfaction with the Service as so modified.
We and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Service, the website and all information, content, software and materials provided by or on behalf of us, including but not limited to all text, images, videos, logos, button icons, audio clips, data compilations, and the look and feel of the website and our brands and logos. Except for the use of publicly available forms and information which you obtain from sources other than us, you agree that you will not copy, reproduce, distribute or create derivative works from any information, content, software or materials provided by us, or remove any copyright or other proprietary rights notices contained in any such information, content, software or materials without the copyright owner’s prior written consent.
Unless otherwise stated, all content in our websites or other Services, is our property or the property of third parties. These contents are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws.
Your feedback is welcome and encouraged. You agree, however, that (i) by submitting unsolicited ideas to us, you automatically forfeit your right to any intellectual property rights in such ideas; and (ii) unsolicited ideas submitted to us or any of our employees or representatives automatically become our property.
The Service is controlled, operated and administered by us from within the United States and New Zealand. Company makes no representation that this site is available for access or use at other locations outside the U.S. However, any access or use from outside the U.S. is still subject to this Agreement. Access to this Service is expressly prohibited from territories where this site or any portion thereof is illegal. You agree not to access or use any information or materials on the Service in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing the Service.
THIRD PARTY CONTENT
Certain content on the Services may be supplied by third parties. Company does not have editorial control over such content. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties, including without limitation, suppliers and vendors, or any customer or user of the Service, are those of the respective authors or distributors and not of Company or its affiliates or any of its officers, directors, employees, or agents. In many instances, the content available on the Service represents the opinions and judgments of the respective third parties, whether or not under contract with Company. Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made on the Service. Under no circumstances shall Company, or its affiliates, or any of their respective officers, directors, employees, or agents, be liable for any loss or damage caused by your reliance on any content or other information obtained through the Service.
You understand that when using the Service, you will be exposed to content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Company, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
DIGITAL MILLENIUM COPYRIGHT ACT
If you are a copyright owner or an agent thereof and believe that any content displayed on our website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
Company’s designated method to receive notifications of claimed infringement is by emailing the Copyright Agent at firstname.lastname@example.org. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Company customer service through email@example.com You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.
Counter-Notice. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent: legal
If a counter-notice is received by the Copyright Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Company’s sole discretion.
If you are a Customer of Sailthru, Inc., or visiting a Sailthru, Inc. website, then this Agreement, the Services, and the rights and obligations of the parties with respect to the Services will be subject to and construed in accordance with the laws of the State of New York. If you are a Customer of Sailthru NZ Limited, then this Agreement, the Services and the rights and obligations of the parties with respect to the Services will be subject to and construed in accordance with the laws of New Zealand, and each party submits to the non-exclusive jurisdiction of the courts in New Zealand. This is the entire agreement between you and Company with regard to the matters described herein and govern your use of the Service, superseding any prior agreements between you and Company with respect thereto. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions hereof shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of this Agreement or related to use of the Service must be filed within three (3) months after such claim or cause of action arose or be forever barred.
Last Updated: April 20, 2016