(We’ve made the below Terms of Service available under a Creative Commons Sharealike license, which means you’re more than welcome to steal it and repurpose it for your own use, just make sure to replace references to us with ones to you.)
Terms of Service:
- Your agilitycms.com, contentmanager.agilitycms.com Account and Site. If you create an account, you are responsible for maintaining the security of your account and Digital Channels (Any destination of your digital content, for example a website, mobile site, mobile app, kiosk, etc.), and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must not describe or assign keywords in your content in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Agility may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Agility liability. You must immediately notify Agility of any unauthorized uses of your account or any other breaches of security. Agility will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. You may only use a single user account for a single person, not a group of people. For example, one login can't be shared by two or more people.
- Responsibility of Contributors. If you activate portions of Agility which allow content to be collected in your account, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
- your Digital Channels are not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
- your Digital Channels are not named in a manner that misleads your readers into thinking that you are another person or company. For example, your website’s URL or name is not the name of a person other than yourself or company other than your own; and
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Agility or otherwise.
By submitting Content to Agility for inclusion on your Digital Channels, you grant Agility a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your Digital Channels. If you delete Content, Agility will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, Agility has the right (though not the obligation) to, in Agility’s sole discretion (i) refuse or remove any content that, in Agility’s reasonable opinion, violates any Agility policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Agility’s sole discretion. Agility will have no obligation to provide a refund of any amounts previously paid.
- Payment and Renewal.
- General Terms.
Paid services such as Agility licenses, support or hosting are available on the Website (any such services, a “License”). By selecting a License you agree to pay Agility the monthly or annual subscription fees indicated for that service (additional payment terms specifically for hosting services are described below). Payments will be charged on a pre-pay basis on the day you sign up for a License and will cover the use of that service for a monthly or annual subscription period as indicated. License fees are not refundable, except as described in Section 11.
- Automatic Renewal.
Unless you notify Agility before the end of the applicable subscription period that you want to cancel a License, your License subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such a License (as well as any taxes) using any credit card or other payment mechanism we have on record for you.
- Agility Licensing.
- Fees; Payment. By signing up for an Agility account you agree to pay Agility the setup fees and monthly hosting fees and services indicated in your signed Agility License Agreement. Applicable fees will be invoiced starting from the day your hosting Services are established and in advance of using such services. Agility reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Agility accounts can be canceled by you at any time on 30 days written notice to Agility.
- Hosting Services.
- Fees; Payment. By signing up for a hosting account you agree to pay Agility the setup fees and monthly hosting fees and services indicated in your Agility License Agreement. Applicable fees will be invoiced starting from the day your hosting Services are established and in advance of using such services. Agility reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Hosting Services can be canceled by you at any time on 30 days written notice to Agility.
- Support Services.
- Support Services include access to priority email support. “Email support” means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Agility to respond within one business day) concerning the use of the Agility Licensing and Hosting Services. All Support Services will be provided in accordance with Agility standard VIP Services practices, procedures and policies. The SLA for Agility Licensing is found at http://agilitycms.com/agility-sla.aspx.
- Responsibility of Website Visitors. Agility has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Agility does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Agility disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
- Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which agilitycms.com links, and that link to agilitycms.com. Agility does not have any control over those non-Agility websites and webpages, and is not responsible for their contents or their use. By linking to a non-Agility website or webpage, Agility does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Agility disclaims any responsibility for any harm resulting from your use of non-Agility websites and webpages.
- Copyright Infringement. As Agility asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Agilitycms.com violates your copyright, you are encouraged to notify Agility at the contact information below. Agility will terminate a visitor’s access to and use of the Website if, under appropriate circumstances in our sole discretion, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Agility or others. In the case of such termination, Agility will have no obligation to provide a refund of any amounts previously paid to Agility.
- Intellectual Property. This Agreement does not transfer from Agility to you any Agility or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Agility. Agility, Agility CMS, agilitycms.com, contentmanager.agilitycms.com, the Agilitycms.com logo, and all other trademarks, service marks, graphics and logos used in connection with agilitycms.com, or the Website are trademarks or registered trademarks of Agility or Agility’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Agility or third-party trademarks.
- Changes. Agility reserves the right to change or modify any of the terms and conditions contained in this Agreement, or any policy or guideline of the Website, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any. If you do not agree with the changes, you can cancel your account with us without further obligation, and you will be refunded the unused portion of any fees paid by you for use of the Website from the time of your cancellation. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Website, and your continued use of the Website after such time will constitute your acceptance of such changes or modifications. You should from time to time review this Agreement and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Website. The Agreement will always show a change log at the bottom. If you do not agree to any amended Agreement, you must stop using the Website. If you have any questions about the Agreement, please email us at the contact address below. Agility may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement, as amended from time to time.
- Termination. Agility may terminate your access to all or any part of the Website at any time, with cause, with 30 days notice. If you wish to terminate this Agreement or your Agility account (if you have one), you must give 30 days written notice to Agility. Notwithstanding the foregoing, if you have a Hosting Services account, such account can only be terminated by Agility if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Agility’s notice to you thereof; provided that, Agility can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Disclaimer of Warranties. The Website is provided “as is”. Agility and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Agility nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
- Limitation of Liability. In no event will Agility, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Agility under this Agreement during the twelve (12) month period prior to the cause of action. Agility shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- Indemnification. You agree to indemnify and hold harmless Agility, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
- Non-Solicitation of Personnel. Neither Party shall without the other Party’s prior written consent solicit for hire any of the other Party’s employees who are directly involved in the provision or receipt of the Services during the time such personnel are involved providing or receiving the Services and for twelve (12) months thereafter. This provision shall not restrict the right of either Party (1) to solicit or recruit generally in the media, and (2) to hire, without the prior written consent of the other Party, any personnel of the other Party who answers any advertisement or who otherwise voluntarily applies for hire without having been initially personally solicited or recruited by the hiring Party.
- Customer as Reference Client. Agility shall be entitled to use the name of Customer on Agility’s website and general sales collateral for the sole purpose of identifying Customer as a client of Agility. Not including the purposes stated above, Customer shall approve all further uses of its names, logos and trademarks by Agility prior to such use.
- Miscellaneous. This Agreement constitutes the entire agreement between Agility and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Agility, or by the posting by Agility of a revised version in accordance with this Agreement. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website and all disputes, claims or other matters arising from or relating to your use of the Website will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The proper venue for any disputes arising out of or relating to any of the same will be courts situated in the City of Toronto, Province of Ontario and you submit to the jurisdiction of such courts. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Agility may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
Created March 11th, 2011
Updated August 11th, 2011
Updated May 17th, 2013