Effective date: March 29, 2021
These Authorized User Terms of Service (the “User Terms”) govern your access and use of our online productivity tools and platform (the “Services”). Please read them carefully. Even though you are signing onto an existing workspace, these User Terms apply to you as a user of the Services.
These User Terms are Legally Binding
You are an Authorized-Customer-User on a Workspace Controlled by a “Customer” An organization or other third party that we refer to in these User Terms as “Customer” has invited you to a workspace (i.e., a unique domain where a group of users may access the Services). If you are joining one of your employer’s workspaces, for example, Customer is your employer. If you are joining a workspace created by your friend using her personal email address to work on her new startup idea, she is our Customer and she is authorizing you to join her workspace.
Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure a workspace so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized-Customer-User”). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorized-Customer-Users to join its workspace(s). When an Authorized-Customer-User (including, you) submits content or information to the Services, text or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, or consolidate your workspace with other workspaces, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED-CUSTOMER-USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED-CUSTOMER-USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED-CUSTOMER-USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. CEVOID MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS.
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account.
If we believe that there is a violation of the Contract, User Terms or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized-Customer-Users, or any third parties.
IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
Cevoid is a tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term.
The sections titled “The Relationship Between You, Customer, and Us,” “Limitation of Liability,” and “Survival,” and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.
Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorized-Customer-Users through the Services (e.g., a Cevoid notification). Notices to Cevoid should be sent to email@example.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.
No failure or delay by either party in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
You may not assign any of your rights or delegate your obligations under these User Terms whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
"User Content" means any material that you upload, transfer, post or make available through the Service when you submit your content post, including any textual, graphic, visual or audio content. You are fully and solely responsible for any User Content you submit or post through the Service. We take no responsibility and assume no liability for any User Content that you or any other User submits through the Service. You shall be solely responsible for the User Content you submit and the consequences of submitting it. We cannot and do not accept any responsibility for the use of your submitted User Content by the Merchants, other Users or any other third party.
We have no obligation to accept, display, review or maintain any User Content. We reserve the right to remove and permanently delete any User Content, including any User Content submitted or modified by any User, without notice and for any reason.
You represent and warrant that:
Except for the User Content, we and our licensors own all rights, title and interest in and to the Service, including patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith. Unless as expressly permitted in the Terms, you may not copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use of, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of the Application, any part thereof or any of the Content on or of the Application (except for your Content), either by yourself or by a third party on your behalf, in any way or by any means.
You hereby grant Cevoid, its affiliates, successors and service providers, and the Merchant, a perpetual, unlimited, nonexclusive, fully sublicensable, transferable, irrevocable, royalty-free, worldwide license to use, reproduce, delete, modify, adapt, publish, translate, display, perform, create derivative works from and/or sell and/or distribute the User Content that you make available on or by means of the Service or otherwise make available to us, in any media formats, all in connection with the operation of the Service throughout the world in any media and without compensation to you.
Cevoid reserves the right, but not the obligation, to change, condense or remove any User Content from the Merchant Website for any reason or no reason. Cevoid does not guarantee that you will have any recourse to edit or delete any User Content.
You can remove your User Content at any time at https://upload.cevoid.com/data/remove. If you remove your account on Cevoid all your User Content will be removed within 48 hours.
If you have any reason to believe that any Content published via the Services is fraudulent or in any way infringes on your rights, please contact us at: firstname.lastname@example.org
To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless, us and our staff, at your own expense and immediately after receiving a written notice thereof, from and against any damages, loss, costs and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with your use of, or inability to use, the Service, your breach of the Terms, your fraudulent acts, or your breach of any other law or regulation.
THE SERVICE IS PROVIDED FOR USE “AS IS” AND “WITH ALL FAULTS”.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CEVOID (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICE OR THE USER CONTENT OR FROM THE CONDUCT OF ANY USERS OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE ENTIRE LIABILITY OF CEVOID (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HEREUNDER SHALL NOT EXCEED ONE U.S. DOLLAR.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden, and the language to be used in the arbitral proceedings shall be English.
No waiver, concession, extension, representation, alteration, addition or derogation from the Terms by us, or pursuant to the Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative.
Failure on our part to demand performance of any provision in the Terms shall not constitute a waiver of any of our rights under the Terms.
You may not assign or transfer your rights and obligations under the Terms without our prior written consent, which consent shall not be unreasonably withheld. Any attempted or actual assignment by you, without our prior consent, shall be null and void.
The section headings in the Terms are included for convenience only and shall take no part in the interpretation or construing of the Terms.
If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Terms shall continue to remain in full force and effect.
At any time, you may contact us with any question that you may have with respect to the Service, at: email@example.com