Thank you for using Factivate. These Terms of Service (the “Terms”) and our Privacy Policy (at https://Factivate.com/privacy) govern your use of Factivate, so please read them carefully before using Factivate. In addition, the Terms include Factivate's Business Agreement (at https://Factivate.com/terms), which is incorporated herein by reference.

By using Factivate, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use Factivate. If you are using Factivate on behalf of an organization (such as your employer), you are agreeing to these Terms for that organization, and are indicating that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will refer to that organization.

We may revise the Terms from time to time. If a revision is material, as determined solely by us, we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog, so please check that regularly. The most current version will always be posted on our Terms page. By continuing to use Factivate after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using Factivate.

Your Information and Responsibilities

To use Factivate, you'll need to create an account via Factivate.

You may use Factivate only if you are 13 years or older and are not barred from using Factivate under applicable law.

You are responsible for safeguarding the password that you use to access Factivate. You are responsible for any activity on your account, whether or not you authorized that activity. You should immediately notify Factivate of any unauthorized use of your account.

By using Factivate, you provide us with text, graphics, images and other information (“your content”). You retain full ownership to your content. Factivate does not claim any ownership rights to your content. However, you are also solely responsible for your content. You indicate that you own or have the necessary rights to all of your content, and that use of your content does not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your content by deleting it. However, in certain instances, some of your content (such as documents created by others that you have contributed to) may not be completely removed and copies of your content may continue to exist on Factivate. We’re not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your content.

Factivate Intellectual Property Rights

Factivate and its licensors exclusively own Factivate, including all associated intellectual property rights. You acknowledge that Factivate is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights or notices incorporated in or accompanying Factivate.

Factivate grants you a limited, non-exclusive, non-transferable license to view, copy, and display Factivate solely in connection with your permitted use of Factivate.

General Prohibitions

You agree not to do—or attempt to do—any of the following:

• Probe, scan, or test the vulnerability of any Factivate system or network or breach any security or authentication measures;
• Access, tamper with, or use non-public areas of Factivate, Factivate’s computer systems, or the technical delivery systems of Factivate’s providers;
• Decipher, decompile, disassemble or reverse engineer any of the software used to provide Factivate;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming, or mail-bombing Factivate;
• Access or search Factivate or download any intellectual property from Factivate through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than our publicly supported interfaces;
• Plant malware or use Factivate to distribute malware;
• Send any unsolicited communications, promotions, advertisements or spam;
• Send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
• Post or transmit anything that is fraudulent or misleading, or that infringes on others' rights;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate the privacy of others;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the above.

Although we’re not obligated to monitor access to or use of Factivate or your content or to review or edit any of your content or the intellectual property of other Factivate users, we have the right to do so for the purpose of operating Factivate, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any of your content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of your content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects Factivate. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

DMCA/Copyright Policy

We respect copyright law and expect you to do the same. It's our policy to terminate those accounts that repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Factivate’s DMCA Policy (at https://Factivate.com/dmca) for more information.

Termination

We may suspend Factivate or terminate your access to and use of Factivate, at our sole discretion, at any time and without notice to you. For example, we may suspend or terminate your use if you are not complying with these Terms, or use Factivate in any way that would cause us legal liability or disrupt others’ use of Factivate. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately. You may cancel your account at any time by sending an email to [email protected].

Warranty Disclaimers

FACTIVATE OR OUR LICENSORS' INTELLECTUAL PROPERTY ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT FACTIVATE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY OF OUR INTELLECTUAL PROPERTY.

Indemnity

You will indemnify and hold harmless Factivate and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of Factivate or our licensors' intellectual property; (ii) your content; or (iii) your violation of these Terms.

Limitation of Liability

NEITHER FACTIVATE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING FACTIVATE, INCLUDING OUR LICENSORS, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE FACTIVATE OR OUR LICENSORS' INTELLECTUAL PROPERTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FACTIVATE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL FACTIVATE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE FACTIVATE OR TO ACCESS YOUR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO FACTIVATE FOR USE OF FACTIVATE OR TWENTY DOLLARS ($20), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO FACTIVATE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FACTIVATE AND YOU.

Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of North Carolina without regard to its conflict of laws provisions.

Agreement to Arbitrate

You and Factivate agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of Factivate (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Eastern District of North Carolina and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Factivate are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Factivate otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Factivate otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Factivate submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Factivate will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Factivate will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the “Modification” section above, if Factivate changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Factivate’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Factivate in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Factivate and you regarding Factivate, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Factivate and you regarding Factivate, except that if you become a party to Factivate's Business Agreement, either before or after reviewing these Terms, the terms and conditions of the Business Agreement will govern over any conflicting provisions herein. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Factivate’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Factivate may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Factivate under these Terms, including those regarding modifications to these Terms, will be given: (i) by Factivate via email; or (ii) by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Factivate’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Factivate. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms, please contact us at:

Factivate Inc.
555 Fayetteville Street, Suite 201
Raleigh, NC 27601
[email protected]