Complete all fields marked with [BRACKETS] before use.
1. Acceptance of Terms
These Terms of Service (“Terms”) govern your access to and use of the website located at [WEBSITE URL] (the “Site”), operated by [COMPANY NAME], a [STATE OF INCORPORATION] [ENTITY TYPE] (“Company,” “we,” “us,” or “our”). By accessing or using the Site, you (“User,” “you,” or “your”) agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any part of these Terms, you must immediately discontinue use of the Site.
These Terms constitute a legally binding agreement between you and the Company. Your continued use of the Site following the posting of any changes to these Terms constitutes acceptance of those changes. You represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into this agreement. If you are using the Site on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to “you” shall include such organization.
2. Changes to Terms
The Company reserves the right, in its sole discretion, to modify, amend, or replace these Terms at any time. Any changes will be effective immediately upon posting of the revised Terms on the Site, with an updated “Last Modified” date. It is your responsibility to review these Terms periodically for changes. Material changes may, at the Company’s discretion, be communicated via email to the address associated with your account or through a prominent notice on the Site.
Your continued use of the Site after the posting of revised Terms means that you accept and agree to the changes. If you do not agree to the new Terms, in whole or in part, you must stop using the Site. The Company may also, in the future, offer new services or features through the Site, and such new features or services shall be subject to these Terms.
3. Use of the Site
Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal or internal business purposes. This license does not include the right to: (a) modify, copy, or create derivative works based on the Site or its content; (b) use any data mining, robots, scraping, or similar data-gathering or extraction methods on the Site; (c) download (other than page caching) any portion of the Site or any information contained therein, except as expressly permitted; or (d) use the Site or its content other than for its intended purposes.
You agree to use the Site only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of the Site by, any third party. You shall not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use of the Site. You shall not attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to the Site through hacking, password mining, or any other means.
4. User Accounts
Certain features of the Site may require you to create an account. When you create an account, you agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account credentials, including your password, and for any activities or actions under your account, whether or not you have authorized such activities or actions.
You agree to immediately notify the Company of any unauthorized use of your account or any other breach of security at [CONTACT EMAIL]. The Company will not be liable for any loss or damage arising from your failure to comply with this section. The Company reserves the right to suspend or terminate your account, refuse any and all current or future use of the Site, or limit your access to the Site, in its sole discretion, for any reason, at any time, and without notice or liability to you.
5. Intellectual Property
The Site and its entire contents, features, and functionality — including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof — are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The Company name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You shall not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company.
If you submit, post, or transmit any content to the Site (“User Content”), you grant the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such User Content in connection with the Site and the Company’s business operations. You represent and warrant that you own or control all rights in and to the User Content and that the User Content does not violate any third party’s rights.
6. Prohibited Conduct
You agree not to engage in any of the following prohibited activities: (a) copying, distributing, or disclosing any part of the Site in any medium, including by any automated or non-automated scraping; (b) using any automated system, including robots, spiders, offline readers, or similar technology, to access the Site; (c) transmitting spam, chain letters, or other unsolicited communications; (d) attempting to interfere with or compromise the system integrity or security of the Site or to decipher any transmissions to or from the servers running the Site; (e) taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Site’s infrastructure; (f) uploading invalid data, viruses, worms, or other malicious software through the Site; (g) collecting or harvesting any personally identifiable information from the Site; (h) using the Site for any commercial solicitation purposes without the Company’s prior written consent; (i) impersonating another person or entity or otherwise misrepresenting your affiliation with a person or entity; or (j) violating any applicable law or regulation.
The Company reserves the right to investigate and take appropriate legal action against anyone who, in the Company’s sole discretion, violates this provision, including removing offending content, suspending or terminating the account of such violators, and reporting such activity to law enforcement authorities.
7. Third-Party Links
The Site may contain links to third-party websites or services that are not owned or controlled by the Company (“Third-Party Links”). The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.
The inclusion of any Third-Party Links on the Site does not imply endorsement by the Company. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit. Your interactions with any third-party website or service are solely between you and such third party.
8. Disclaimers
THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, SERVICES, AND PRODUCTS AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE COMPANY DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF OR INABILITY TO USE THE SITE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE; (C) ANY CONTENT OBTAINED FROM THE SITE; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00). THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.
10. Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Site, including any data or content transmitted or received by you; (c) your User Content; (d) your violation of any third-party right, including any intellectual property right or privacy right; or (e) any claim that your User Content caused damage to a third party. This indemnification obligation will survive the termination or expiration of these Terms and your use of the Site.
11. Governing Law and Dispute Resolution
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of law provisions. You and the Company agree that any dispute arising out of or relating to these Terms or the Site shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring a claim in small claims court if the claim qualifies.
Any arbitration shall be conducted by a single arbitrator under the rules of the American Arbitration Association (“AAA”) then in effect, and shall be held in [CITY, STATE FOR ARBITRATION]. The arbitrator’s decision shall be binding and may be entered as a judgment in any court of competent jurisdiction. You agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to intellectual property rights or unauthorized access to the Site.
12. Termination
The Company may terminate or suspend your access to the Site immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Site will cease immediately. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnification, and limitations of liability.
If you wish to terminate your account, you may do so by contacting us at [CONTACT EMAIL] or by following the account deletion procedures on the Site, if available. Termination of your account shall not relieve you of any obligations to pay any fees or charges accrued prior to termination, nor shall it limit either party’s liability for obligations accrued prior to termination.
13. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of these Terms will continue in full force and effect. The invalidity or unenforceability of any provision of these Terms in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
14. Entire Agreement
These Terms, together with the Privacy Policy located at [PRIVACY POLICY URL] and any other legal notices or agreements published by the Company on the Site, constitute the entire agreement between you and the Company concerning your use of the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
15. Contact Information
If you have any questions about these Terms, please contact us at:
[COMPANY NAME]
[STREET ADDRESS]
[CITY], [STATE] [ZIP CODE]
Email: [CONTACT EMAIL]
Phone: [PHONE NUMBER]
Last Modified: [DATE]