Tellwise, Inc.

Terms of Use

Last Updated: 9/18/2013

Tellwise, Inc. is pleased to make its Service, as described below, available to you on the following terms and conditions (“Terms of Service” or “Terms”). The Terms of Service are a legal contract between the individual using the Service (” you”) and Tellwise, Inc. (“Tellwise,” “we,” “us,” or “our”). Your access to and use of the Service is expressly conditioned on your agreement to and compliance with the Terms of Service. BY CLICKING “I AGREE,” ACCESSING, BROWSING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF SERVICE. Subject to your compliance with all terms and conditions herein, Tellwise grants you permission to use the Service as set forth in the Terms.

The Service is offered by Tellwise to enable you to communicate with your partners and customers in a versatile peer-to-peer networking space. We give you significant control over how you can do this. The Service is highly customizable and evolving, and you can control how much or how little information and material you want to share within your professional network. You can make your content and information generally available to all users and limit other content and information to only select partners you designate.

1. The Service; Eligibility

Tellwise operates a website located at www.tellwise.com. For purposes of the Terms of Service, the ” Site” means the website operated by Tellwise and currently located at www.tellwise.com, as it may be updated, relocated, or otherwise modified from time to time, and includes any and all information, text, images, and other materials and content appearing on or incorporated into that website. The term “Service” means the Site and any other web sites, networks, embeddable widgets, downloadable software, mobile applications, features, or services, whether on-line or off-line, owned or operated by us.

a. THE SERVICE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 13, OR TO ANY PERSON SUSPENDED OR REMOVED FROM THE SERVICE BY TELLWISE. BY ACCESSING, BROWSING, OR USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE.

b. If you are using the Service on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative with the authority to bind such organization to the Terms, and agree to be bound by the Terms on behalf of such organization.

2. Registration

a. Username and Password. You must register for an account in order to use some features of the Service. You are responsible for safeguarding the username and password that you use to access any secure or password-protected areas of the Service. You must not to disclose your password to any third party. You are solely responsible for any activities or actions under your username and password, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your username or password.

Connecting Your Account. By connecting the Service with a third-party service (such as Twitter or Facebook), you give us permission to access and use your information from that service as permitted by that service and store your log-in credentials for that service.

b. Accuracy. You must provide true, accurate, current, and complete information about yourself as requested by any form you complete as part of the process of registering for the Service and/or setting up your account. If any information provided by you is untrue, inaccurate, not current, deceptive, misleading, or incomplete, we reserve the right to terminate your account and refuse any and all current or future use of the Service. You are responsible for keeping your account information current and accurate; we will have no liability for failure to deliver notices that result from inaccurate account information.

3. Others” Services and Resources

You may be informed of or receive access to third party services, products, offers, promotions, features, websites, resources, information and the like (referred to herein as “Others” Services”), through links, postings, articles, or other elements of the Service (including Content). You acknowledge and agree that we are not responsible for the availability, quality, or performance of Others” Services, and we do not recommend or endorse and are not responsible or liable for any content, advertising, representations, opinions, advice, services, products, or other materials that you may receive through such Others” Services. It is up to you to take precautions to ensure that whatever links you select or software you download (whether from this Site or other websites) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature.

4. Submissions

All information, data, text, software, music, sound, photographs, images, graphics, videos, messages, comments, tags, or other materials (” Content”) submitted by you to Tellwise are your sole responsibility. This means that you, and not us, are entirely responsible for all Content that you upload, post, transmit or otherwise make available through the Service (altogether “Submissions”).You agree that any Submissions made available by you are subject to and must comply with the Sharing Guidelines and any other rules or policies made available by us.

Content is provided “AS IS”. We do not control the Content posted via the Service and, as such, do not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will we be liable in any way for any Content, including any offense, errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available via the Service. Tellwise and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content (including, for clarity, your Submissions) that is available via the Service for any reason, or for no reason. Without limiting the foregoing, Tellwise and its designees shall have the right to remove any Content that violates these Terms.

Your Limited Rights. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Service (excluding the Submissions that you own”you are free to do as you wish with your own Submissions). You may not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Service.

Your License to Tellwise. Tellwise does not claim ownership of your Submissions, however, you affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Submissions, and you agree to grant and hereby grant us a transferable, perpetual, irrevocable, sub-licensable, worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display and exploit such Submissions on or in connection with the Service. When these terms are terminated, we will make commercially reasonable efforts to remove and to respond to your requests to remove your Submissions from the Service, but you acknowledge that we might retain copies of Submissions and other information provided to us as a part of our standard archival and security practices. If Submissions or information that you previously intended to remove are restored to the Service, we will make commercially reasonable efforts to respond to your requests to remove those Submissions. You acknowledge and agree that we cannot delete or control the deletion or access to a Submission as it may exist on other websites outside our control, or copies retained by others, even if they are users of the Service.

BY UPLOADING OR OTHERWISE PROVIDING CONTENT TO THE SERVICE YOU ARE NOT ” PURSUANT TO THESE TERMS ” SURRENDERING ANY INTELLECTUAL PROPERTY RIGHTS IN YOUR CONTENT THAT YOU MAY HAVE. RATHER, YOU ARE MERELY GRANTING DISCUSS A LICENSE PURSUANT TO THE PROVISIONS OF THESE TERMS. YOU WILL CONTINUE TO OWN, TO THE EXTENT OF YOUR EXISTING RIGHTS, ALL OF YOU SUBMISSIONS.

Requirement that You Be an Owner of or Fully Authorized to Grant the Rights to Submissions . If you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the Submissions you intend to upload or transmit to or through the Service, then you must not upload the Submissions to or through the Service.

Representations and Warranties with Respect to Submissions. By uploading or transmitting Submissions to or through the Service, you hereby represent and warrant to Tellwise that (a) you have obtained all necessary rights, permissions, authorizations, licenses, and clearances to grant the licenses and rights set forth in the Terms with respect to such Submissions and (b) the use of such Submissions in a manner consistent with the Terms will not (i) infringe the rights of any third party, including copyright, trademark, patent and other intellectual property rights or other protected rights, such as the rights of privacy or publicity, or (ii) require Tellwise or any Others” Services on or through which the Service is made available to pay any fees of any kind to any third party.

5. Feedback

You may provide us with information and feedback regarding the features and performance of the Service, including reports of failures, errors, or other malfunctions you encounter on the Service along with any associated error messages (the “Feedback”). Feedback provided to us may be used by us to improve the Service, and accordingly, you hereby grant us a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction or obligation to pay you any fees or royalties.

6. Privacy

Our Privacy Policy (a current copy of which may be viewed at www.tellwise.com/privacy or obtained from us upon request) is hereby incorporated into the Terms by reference. Please read this policy carefully for information and notices concerning our collection, use, and disclosure of personal information we receive when you register for, use, or access the Service. You hereby agree to abide by our Privacy Policy and to stay informed of any changes to the posted policy.

7. Notifications; Modification of Terms

We may provide notices to you either by posting them on the Site or by email to the address you provided when you registered for an account. All notices are effective upon posting or when sent. Additionally, we may modify the Terms of Service and/or our Privacy Policy at any time by posting the modified version on the Site or by sending you a copy by email. Please check the Terms periodically for changes. By continuing to access or use the Service after we have posted or emailed any such modifications, you agree to be bound by the modified Terms of Service or Privacy Policy (as applicable), but solely on a going forward basis. Material changes to the Terms will automatically become effective, on a going forward basis, thirty (30) days after they are posted to the Site or sent to you via email. The following Sections survive any termination of this Agreement: 1 and 3-16.

8. Tellwise Property

Your rights with respect to the Service are limited to those rights expressly granted in the Terms of Service. You acknowledge and agree that Tellwise and its licensors own all right, title, and interest in and to the Service, including all intellectual property rights therein, even if Tellwise or its licensors incorporate any Submissions into subsequent versions of the Service. The Service is protected by copyright, trademark, trade secret, and other laws of both the United States and foreign countries. Except as expressly permitted in the Terms of Service, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or exploit any portion of the Service, including without limitation any information provided through the Service. The content of the Service includes copyrighted materials, trademarks, trade secrets, and other proprietary information, which may include, without limitation, personal information of Tellwise users, text, software, photos, video, audio visual recordings, graphics, music and sound. The entire contents of the Service and subsets thereof are also protected by copyright as collective works. Tellwise owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to Tellwise. You may not create a database or other archival collection in electronic or physical form by downloading and storing, transcribing, or otherwise utilizing by any manual or automated means, any materials contained on the Service.

9. General Prohibitions

You agree not to do or attempt (or request that any third party do or attempt) any of the following during or in connection with yours (or there) use of the Service:

a. Circumvent or attempt to circumvent any access or use restrictions, data encryption, or content protection related to the Service;

b. Engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses, travel plans or itineraries, events schedules, attraction information, or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Service, including without limitation any information residing on any server or database connected to the Service;

c. Copy, modify or distribute the computer code used to generate web pages on the Service;

d. Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;

e. Probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;

f. Access or search the Service with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Tellwise or other generally available third party web browsers;

g. Send unsolicited email, bulk email, junk mail, “spam” or chain letters, or promotions or advertisements for products or services to other users of the Service;

h. In any way use the Service to send altered, deceptive or false source-identifying information;

i. Decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service;

j. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the Site or the Service;

k. Impersonate or misrepresent your affiliation with, or your lack of affiliation with, any person or entity;

l. Use the Service in violation of Tellwise’s or any third party’s intellectual property or other proprietary or legal rights;

m. Use the Service in violation of any applicable law;

n. Provide Submissions that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or

o. Upload, post, email, transmit or otherwise make available Submissions that infringe or misappropriate any patent, trademark, trade secret, copyright or other proprietary rights of any party.

10. Termination of Use; Discontinuation and Modification of the Service

If you violate any of the Terms of Service, your permission to use the Service will automatically terminate. You also agree that we may, at any time and without notice to you, suspend or revoke your access to and use of the Service, and any account(s) you may have in connection with the Service: (i) for any reason or no reason at all; (ii) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of Tellwise or any third party; or (iii) in connection with any general discontinuation of the Service. We also reserve the right to modify the Service at any time without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or revocation of your access to or use of the Service. You may terminate this Agreement, and your account, at any time by contacting customer service at support@tellwise.com.

11. Indemnity

You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless Tellwise and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Tellwise Entities“) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of the Terms of Service or any representation, warranty, or agreements referenced herein; (iii) your violation of any third party right, including any intellectual property right, publicity, confidentiality, property or privacy right; (iv) any claim or allegation of a third party to which Tellwise has referred you, to the extent based on any actual or alleged act or omission on your part or behalf, or any other claim or allegation arising as a result of such referral; and (v) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

12. The Service is Provided “AS-IS”

THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE TELLWISE ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM (I) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; (II) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE; (III) ANY WARRANTIES THAT THE INFORMATION OR RESULTS PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, RELIABLE, COMPLETE, OR UP-TO-DATE; AND (IV) ANY WARRANTIES WHATSOEVER REGARDING ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ADVERTISED, MADE AVAILABLE, OR REFERRED TO YOU THROUGH THE SERVICE. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE. ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE DOWNLOADED, USED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK.

ALL ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, IS PROVIDED “AS IS” AND NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN OBTAINED FROM THE TELLWISE ENTITIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY. INCLUSION OF INFORMATION ON THE SERVICE IS FOR REFERENCE PURPOSES ONLY AND DOES NOT CONSTITUTE AN ENDORSEMENT OF QUALITY, RELIABILITY, OR ANY OTHER ATTRIBUTE OF THE SUBJECT OF THE INFORMATION, THE INFORMATION ITSELF, OR THE SOURCE OF THE INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN SOME CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE TELLWISE ENTITIES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE TELLWISE ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE TELLWISE ENTITIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE TELLWISE ENTITIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICE.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE TELLWISE ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICE IS LIMITED TO $50. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TELLWISE AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Applicable Laws and Dispute Resolution

We operate the Service from our offices in the State of Washington, and we make no representations that information and materials included in the Service are appropriate or available for use in other locations. Access to the Service from any territory where the Content is illegal is prohibited.

If a dispute arises between you and Tellwise, you and Tellwise agree that we will resolve any claim that arises out of or relates to these Terms or the Service (a “Claim“) solely in accordance with the provisions set forth below or as we and you otherwise agree in writing.

a. Law and Forum for Disputes ” These Terms shall be governed in all respects by the laws of the State of Washington without reference to conflict of law provisions. You agree that any claim or dispute you may have against Tellwise shall be exclusively resolved by a court located in Seattle, Washington, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Seattle, Washington,for the purpose of litigating all such claims or disputes.

b. Improperly Filed Claims – All claims you bring against Tellwise must be resolved in accordance with this Section 15, and any claims filed or brought contrary to this Section 15 shall be considered improperly filed. Should you file a claim contrary to this Section 15, Tellwise may recover reasonable attorneys’ fees and costs up to $1000, provided that Tellwise has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

15. General

The Terms of Service, together with the Privacy Policy and Sharing Guidelines constitute the entire and exclusive understanding and agreement between you and Tellwise regarding your use of and access to the Service, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer the Terms of Service or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms of Service at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms of Service constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms of Service is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

16. Contact Information

If you have any questions regarding the Terms of Service or the Service, please contact us at support@tellwise.com or by mail at:

Tellwise, Inc.

9 Lake Bellevue Dr, Suite 213

Bellevue, WA 98005

support@tellwise.com

Intellectual Property/Copyright/DMCA

DMCA/Notice for Claims of Intellectual Property Violations and Agent for Notice. THIS PROCESS IS FOR COPYRIGHT AND OTHER INTELLECTUAL PROPERTY MATTERS ONLY. For reports of abuse and related concerns, please contact support@tellwise.com.

Tellwise and its affiliates respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our discretion, disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Tellwise and/or others.

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide our Copyright Agent for Notice with the following information in English (your “Notice”):

Note: If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”).

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

3. a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the website (in most circumstances, we will need a URL);

4. your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

In some circumstances, in order to notify the user, account holder or host who submitted the allegedly infringing content to which we have disabled access in response to a Notice, Tellwise or its designee may forward a copy of a valid Notice including name and email address to the user or account holder, or others in its discretion. Your Notice is not private information, and we may choose to post a copy of your Notice, with your personal information removed, on the Tellwise Service and/or to Chilling Effects (www.chillingeffects.org) or another third-party website for publication and/or annotation.

Tellwise’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail

[Chief Operating Officer] / DMCA Request Tellwise, Inc.
9 Lake Bellevue Dr, Suite 213
Bellevue, WA 98005

By email info@tellwise.com

Sharing Guidelines

We ask you to follow a few simple guidelines to help keep the Service fun and understandable:

Be legal.

Please don”t post copyrighted material, pornography, hate speech, or other illegal content.

Where we reference “Content” below, we are referring to all information, data, text, software, music, sound, photographs, images, graphics, videos, messages, tags, or other materials.

By using the Service, you agree that:

You will not post pornographic or sexually explicit Content.

You will not post Content for which you have been or will be compensated (e.g., product placement, advertisements, or other promotion).

You will not post Content that exploits or is intended to harm children (e.g., child pornography).

You will not post Content that promotes hate speech, including the promotion of hate or violence towards groups based on race, ethnicity, religion, disability, gender, age, veteran status, or sexual orientation/gender identity.

You will not post Content that promotes violence or threatens people.

You will not post Content that includes the intellectual property rights of others without their permission, or otherwise violates their rights to privacy or publicity.

You will not publish another person”s personal and confidential information on the Service.

You will not mislead or confuse other users by pretending to be someone else.

You will not engage in illegal activities or promote dangerous and illegal activities.

You will not use the Service to violate any law that might apply to you or Tellwise, including any export laws.

You are welcome to report support@tellwise.com suspected violations of our Sharing Guidelines, but Tellwise reserves the sole right to determine whether a violation has occurred and what actions to take in response to a reported violation.