Successly Terms of Service
Last Updated: March 15, 2018
Welcome to Successly! Successly is a platform to learn from the success of your peers.
These terms of service (“Terms of Service”) sets forth the agreement (“Agreement”) between you and Successly, Inc. (“Successly” “we” or “us”). It governs your use of the products and services we offer through our web and applications (collectively the “Successly Platform”).
Please make sure to read it, because, by using the Successly Platform, you consent to these terms.
- The Mission of the Successly Platform
Successly’s mission is to help people learn from the success of their peers. The Successly Platform is a place to ask questions and connect with peers who contribute unique insights and quality answers. This empowers people to learn from each other and to better solve their problems.
2. Using the Successly Platform
- Who Can Use It. Use of the Successly Platform by anyone under 13 years of age is prohibited. You represent that you are at least the age of majority in the jurisdiction where you live or, if you are not, your parent or legal guardian must consent to this Terms of Service and affirm that they accept this Agreement on your behalf and bear responsibility for your use.
- Acceptable Use Policy. In your interaction with others on the Successly Platform, you agree to follow the Acceptable Use Policy at all times.
- Termination. You may close your account at any time by going to account settings and disabling your account. We may terminate or suspend your Successly account if you violate any Successly policy or for any other reason.
- Changes to the Successly Platform. We are always trying to improve your experience on the Successly Platform. We may need to add or change features and may do so without notice to you.
- Feedback. We welcome your feedback and suggestions about how to improve the Successly Platform. Feel free to submit feedback at Successly.io/contact. By submitting feedback, you agree to grant us the right, at our discretion, to use, disclose and otherwise exploit the feedback, in whole or part, freely and without compensation to you.
3. Your Content
- Definition of Your Content. The Successly Platform enables you to add posts, texts, photos, videos, links, and files to share with your peers. All material that you upload, publish or display to others via the Successly Platform will be referred to collectively as “Your Content.” You acknowledge and agree that, as part of using the Successly Platform, Your Content may be viewed by the general public.
- Ownership. You, or your licensors, as applicable, retain ownership of the copyright and other intellectual property in Your Content, subject to the non-exclusive rights granted to us below.
- License and Permission to Use Your Content.
- By submitting, posting, or displaying Your Content on the Successly Platform, you grant Successly and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable (through multiple tiers), license to use, copy, reproduce, process, adapt, modify, create derivative works from, publish, transmit, store, display and distribute, and otherwise use Your Content in connection with the operation or use of the Successly Platform or the promotion, advertising or marketing thereof, in any and all media or distribution methods (now known or later developed). You agree that this license includes the right for Successly to make Your Content available to other companies, organizations, business partners, or individuals who collaborate with Successly for the syndication, broadcast, distribution or publication of Your Content through other media or distribution methods. This license also includes the right for other users of the Successly Platform to use and modify Your Content, subject to our Terms of Service.
- Once you post an answer to a question, you may edit or delete your answer at any time from public display on http://www.Successly.io, except in the case of anonymously posted answers. However, we may not be able to control removal of the answer from display on syndicated channels or other previously distributed methods outside of www.Successly.io. Successly may remove suspected spam from your answers. Once you post a question, it may be edited or deleted by other users or by Successly at any time. Any edits and changes made by you may be visible to other users. The right for Successly to copy, display, transmit, publish, perform, distribute, store, modify, and otherwise use any question you post, and sublicense those rights to others, is perpetual and irrevocable, to the maximum extent permitted by law, except as otherwise specified in this Agreement.
- You acknowledge and agree that Successly may preserve Your Content and may also disclose Your Content and related information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any of Your Content violates the rights of third parties; (d) detect, prevent, or otherwise address fraud, security or technical issues; or (e) protect the rights, property, or personal safety of Successly, its users, or the public.
- You understand that we may modify, adapt, or create derivative works from Your Content in order to transmit, display or distribute it over computer networks, devices, service providers, and in various media. We also may remove or refuse to publish Your Content, in whole or part, at any time.
- You further give us the permission and authority to act as your nonexclusive agent to take enforcement action against any unauthorized use by third-parties of any of Your Content outside of the Successly Platform or in violation of our Terms of Service.
- Your Responsibilities for Your Content. By posting Your Content on the Successly Platform, you represent and warrant to us that: i) you have the ownership rights, or you have obtained all needed licenses or permissions from any necessary parties, to use Your Content and grant us the rights to use Your Content as provided for under this Agreement, and ii) that posting Your Content violates no intellectual property or personal right of others or any applicable law or regulation. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others or violation of laws and regulations in connection with Your Content. You are responsible for ensuring that Your Content does not violate Successly’s Acceptable Use Policy, Copyright Policy , Trademark Policy, other published Successly policy, or any applicable law or regulation. You agree to pay all royalties, fees, and any other monies owed to any person by reason of Your Content.
4. Our Content and Materials
- Definition of Our Content and Materials. All intellectual property in or related to the Successly Platform (specifically including, but not limited to our software, the Successly marks, the Successly logo, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code, or other material but excluding Your Content) is the property of Successly, Inc., or its subsidiaries and affiliates, or content posted by other Successly users licensed to us (collectively “Our Content and Materials”).
- Data. All data Successly collects (“Data”) about use of the Successly Platform by you or others is the property of Successly, Inc., its subsidiaries, and affiliates. For clarity, Data does not include Your Content and is separate from Our Content and Materials.
- You agree not to.
- You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any such content or information obtained from or through this Site.
- use this Site or its contents for any commercial purpose;
- access, monitor, or copy any content or information of this Site using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
- violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site;
- take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- deep-link to any portion of this Site for any purpose without our express written permission;
- “frame”, “mirror”, or otherwise incorporate any part of this Site into any other website or mobile application without our prior written authorization;
- attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Successly in connection with the Site or the services we provide;
- post reviews on products or services offered by your current employer or by direct competitors of your current employer; or
- log in using an alias that masks your true identity.
- No Endorsement or Verification. Please note that the Successly Platform contains access to third-party content, products and services, and it offers interactions with third parties. Participation or availability on the Successly Platform does not amount to endorsement or verification by us. We make no warranties or representations about the accuracy, completeness, or timeliness of any content posted on the Successly Platform by anyone.
- Ownership. You acknowledge and agree that Our Content and Materials remain the property of Successly’s users or Successly. The content, information and services made available on the Successly Platform are protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable.
5. Integrated Service Provider
6. More About Certain Offerings on the Successly Platform
- Advertisements. The Successly Platform may include advertisements, which may be targeted to content or information on the Successly Platform, queries made through the Successly Platform, or other information, in an effort to make them relevant to you. The types and extent of advertising by Successly are subject to change. In consideration for Successly granting you access to and use of the Successly Platform, you agree that Successly and its third party providers and partners may place such advertising on the Successly Platform. If you wish to become an advertiser, you will be required to enter into separate and supplemental terms with us about providing advertising services on the Successly Platform.
- Legal, Medical & Other Professional Contributors. Some users who post content are members of legal, medical, and other licensed professions (collectively, “Professional Contributors”). Content posted by Professional Contributors should be not be relied on as a substitute for advice from a professional that is appropriate for your specific situation. Successly has provided certain disclaimer template language that Professional Contributors may edit and incorporate in their answers. Ethics rules differ by state or location, and it is the responsibility of Professional Contributors to determine and provide disclaimers appropriate for their profession and the content provided.
- Web resources and third-party services. The Successly Platform may also offer you the opportunity to visit links to other websites or to engage with third-party products or services. You assume all risk arising out of your use of such websites or resources.
- Services that Require Separate Agreement. Certain features or services may require that you enter into a separate and supplemental written agreement prior to use.
7. Reporting Violations of Your Intellectual Property Rights, Successly Policies, or Applicable Laws
- We have a special process for reporting violations of your intellectual property rights or other violations of Successly policies or applicable laws.
- Copyright Policy and Trademark Policy. We have adopted and implemented a Copyright Policy and Trademark Policy. For more information, including detailed information about how to submit a request for takedown if you believe content on the Successly Platform infringes your intellectual property rights, please read our Copyright Policy and Trademark Policy. For your convenience, we provide you the following Copyright Infringement Claim Form and Trademark Infringement Claim Form, which you should use, as applicable, for fastest processing.
- Reports of Other Violations. If you believe content on the Successly Platform violates Successly’s Acceptable Use Policy or otherwise violates applicable law (apart from copyright or trademark violations) or other Successly policies, you may submit the following Other Infringement Claim Form.
- We have no obligation to delete content that you personally may find objectionable or offensive. We endeavor to respond promptly to requests for content removal, consistent with our policies and applicable law.
8. DISCLAIMERS AND LIMITATION OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF SUCCESSLY ENTITIES TO YOU.
“SUCCESSLY ENTITIES” MEANS SUCCESSLY, INC., AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- WE ARE PROVIDING YOU THE SUCCESSLY PLATFORM, ALONG WITH OUR CONTENT AND MATERIALS AND THE OPPORTUNITY TO CONNECT WITH OTHERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SUCCESSLY ENTITIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USEAGE.
- SUCCESSLY MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY USER OR THIRD PARTY; (ii) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SUCCESSLY PLATFORM, INCLUDING AN INTEGRATED SERVICE PROVIDER OR PROFESSIONAL CONTRIBUTOR; (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SUCCESSLY PLATFORM; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT. SUCCESSLY MAKES NO WARRANTY THAT: (a) THE SUCCESSLY PLATFORM WILL MEET YOUR REQUIREMENTS; (b) THE SUCCESSLY PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF THE SUCCESSLY PLATFORM, A PROFESSIONAL CONTRIBUTOR, OR ANY OTHER USER WILL BE ACCURATE OR RELIABLE; OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED OR PURCHASED BY YOU THROUGH THE SUCCESSLY PLATFORM WILL BE SATISFACTORY.
- YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUCCESSLY ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUCCESSLY ENTITIES SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SUCCESSLY PLATFORM.
- YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SUCCESSLY PLATFORM IS TO STOP USING THE SUCCESSLY PLATFORM.
- WITHOUT LIMITING THE FOREGOING, SUCCESSLY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SUCCESSLY PLATFORM OR THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO SUCCESSLY IN CONNECTION WITH THE SUCCESSLY PLATFORM IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
- SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART, AND THE FOREGOING SECTIONS 8(c), 8(d), AND 8(e) WILL NOT APPLY TO A RESIDENT OF NEW JERSEY, TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF SUCCESSLY’S NEGLIGENT, FRAUDULENT, RECKLESS, OR INTENTIONAL MISCONDUCT.
- You agree to release, indemnify, and defend Successly Entities from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your use of the Successly Platform, ii) Your Content, iii) your conduct or interactions with other users of the Successly Platform, or iv) your breach of any part of this Agreement. We will promptly notify you of any such claim and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.
10. Dispute Resolution
- This Agreement and any action arising out of your use of the Successly Platform will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. Unless submitted to arbitration as set forth in the following paragraph, all claims, legal proceedings or litigation arising in connection with your use of the Successly Platform will be brought solely in San Francisco County, California, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
- For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000 USD, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration will initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
11. General Terms
- Governing Law and Jurisdiction. You agree that Successly is operated in the United States and will be deemed to be solely based in California and a passive service for purposes of jurisdictional analysis. For any claims for which arbitration is inapplicable, you agree that such claims will be brought in federal or state court in San Francisco County, California and governed by laws of the state of California and federal law, without regard to any conflict of law provisions.
- Use Outside of the United States. Successly expressly disclaims any representation or warranty that the Successly Platform complies with all applicable laws and regulations outside of the United States. If you use the Successly Platform outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Successly Platform.
- Export. The Successly Platform is controlled and operated from our United States offices in California. Successly software is subject to United States export controls. No software for Successly may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You represent that you are not (1) located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and (2) listed on any U.S. government list of prohibited or restricted parties.
- Applications and Mobile Devices. If you access the Successly Platform through a Successly application, you acknowledge that this Agreement is between you and Successly only, and not with another application service provider or application platform provider (such as Apple Inc. or Google Inc.), which may provide you the application subject to its own terms. To the extent you access the Successly Platform through a mobile device, your wireless carrier’s standard charges, data rates, and other fees may apply.
- Survival. The following provisions will survive expiration or termination of this Agreement: Section 2(5)(Termination), 2(7)(Feedback), Section 3(Your Content), Section4 (Our Content and Materials), Section 8 (Disclaimers and Limitation of Liability), Section 9 (Indemnification), Sections 10 (Dispute Resolution), and Section 11 (General Terms).
- Notice for California Users. Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Successly Platform is provided by Successly, Inc., located in San Francisco, California. If you have a question or complaint regarding the Successly Platform, please contact Successly at support@Successly.io. California residents may reach the Department of Consumer Affairs Consumer Information Division at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
- Government End Users. Any Successly software and related documentation are “Commercial Items,” as that term is deﬁned at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 (as applicable). Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4 (as applicable), the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. government end users: (i) only as Commercial Items; and (ii) with only those rights as are granted to all other end users pursuant to this Agreement.
- Assignment. You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.
- Electronic Communications. You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
- Entire Agreement/ Severability. This Agreement supersedes all prior terms, agreements, discussions and writings regarding the Successly Platform and constitutes the entire agreement between you and us regarding the Successly Platform (except as to services that require separate written agreement with us, in addition to this Agreement). If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the Agreement, which will remain in full force and effect.
- Interpretation. In construing or interpreting the terms of this Agreement: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.
- Notices. All notices permitted or required under this Agreement, unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to you, by us via email to the address associated with your account, and (ii) if to us, by you via Legal@Successly.io. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.
- Relationship. This Agreement does not create a joint venture, agency, partnership, or other form of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
- Waiver. No wavier of any terms will be deemed a further or continuing waiver of such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
- Further Assurances. You agree to execute a hard copy of this Agreement and any other documents, and to take any actions at our expense that we may request to confirm and effect the intent of this Agreement and any of your rights or obligations under this Agreement.
- Contact. Feel free to contact us through Successly.io/contact with any questions about these terms. Successly is a Delaware corporation, located at 1592 Union St. Suite 122 San Francisco, CA 94123.