Terms of Service - Content Camel
Marketing content management and sales enablement platform
Marketing content management and sales enablement platform
Last Updated: September 10, 2019
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE LIMITATIONS ON LIABILITY AND A DISCLAIMER OF ALL WARRANTIES.
These Terms of Service (“Terms”) apply to your access to and use of the websites, APIs and online products and services (collectively, our “Services”) provided by Content Camel LLC (“Content Camel,” “we,” or “us”). By accessing or using our Services, you agree to these Terms. If you do not agree to these Terms, do not access or use our Services.
You must be at least 18 years of age to access or use our Services. If you are accessing or using our Services on behalf of another person or entity, (a) you represent and warrant that you are authorized to accept these Terms on that person or entity’s behalf, and (b) references to “you” in these Terms will mean you and that person or entity, collectively.
2. User Accounts
You will need to register for an account to access and use certain features of our Services. Whenever you provide information to us in connection with the Services, you must provide accurate account information and promptly update this information if it changes. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You may not share any account credentials with third parties or enable multiple users to utilize a single set of account credentials. We reserve the right to limit the number of users you may enable to use the Services under your account (“Your Users”) at any time and for any reason. You will be responsible for all access and use of the Services by Your Users.
3. Terms of Sale
We offer different subscription plans for our Services (a “Subscription”), as specified on our Services.
(b) Continuous Subscriptions
WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (I) Content Camel (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A MONTHLY OR OTHER PERIODIC BASIS (AS SELECTED VIA THE SERVICES OR A SEPARATE ORDER FORM) FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (II) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS.
(c) Cancellation Policy
YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY MODIFYING YOUR ACCOUNT SETTINGS VIA THE SERVICES. YOU WILL BE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO FEES PROCESSED PRIOR TO THE CANCELLATION OF YOUR SUBSCRIPTION.
(d) Free Trials
From time to time, to the extent legally permitted, we may offer free trials of certain Subscriptions for specified periods of time without payment. If we offer you a free trial, the specific terms of your free trial will be provided in the marketing materials describing the particular trial, during the account registration process, or when the code for the trial is entered in the Services. You may only register for a free trial once. ONCE YOUR FREE TRIAL ENDS, YOU MUST PURCHASE A SUBSCRIPTION TO CONTINUE YOUR ACCESS AND USE OF OUR SERVICES. IF YOU PURCHASE A SUBSCRIPTION, YOU AUTHORIZE US (OR OUR THIRD PARTY PAYMENT PROCESSOR) TO BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES. YOU MAY NOT RECEIVE A NOTICE FROM US THAT YOUR FREE TRIAL HAS ENDED. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION. THE WARRANTY UNDER SECTION 11(A) AND Content Camel’S OBLIGATIONS UNDER SECTION 10(B) OF THESE TERMS WILL NOT APPLY IN CONNECTION WITH ANY ACCESS OR USE OF THE SERVICES DURING A FREE TRIAL.
By providing a payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you permit us (or our third party payment processor) to charge your payment method for the total amount of your Subscription or other purchase (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your account, you can do so by logging into your account and editing your payment information. You acknowledge that the amount billed may vary due to promotional offers, changes to your Subscription or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your payment method for the corresponding amount.
(f) Pricing and Availability
All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that if we change the amounts or other charges associated with your Subscription, we will provide notice of such changes by email to the then-current email address you have associated with your account. We will not be required to notify you of changes in any applicable taxes. All of our Services and Subscriptions are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, or to discontinue offering certain Services or Subscriptions without prior notice, even if you have already placed an order.
You are responsible for any sales, duty or other governmental taxes or fees due with respect to your purchase of a Subscription or other Services. We will collect applicable sales tax if we determine that we have a duty to collect sales tax. We will present any taxes that we are required to collect at checkout, but note that actual taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates.
4. License to Services
(a) Our Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein (collectively, the “Content Camel Content”), are owned or licensed by Content Camel. Except as explicitly stated in these Terms, Content Camel and our licensors reserve all rights in and to our Services and the Content Camel Content.
(b) Subject to these Terms (including Sections 4(c) and 7), during your free trial or until your Subscription expires, whichever is longer, we grant you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Services for your own internal business use in accordance with instructions or documentation made available by us.
(c) You will not (i) sell or resell our Services or enable third parties to use our Services through your account; (ii) reproduce, distribute, create derivative works of, publicly perform or publicly display our Services, except for distribution of Content Camel Content expressly permitted by any tools we make available via Services; (iii) use our Services to create, test or develop products or services that are similar to or competitive with our Services; (iv) otherwise use our Services other than for their intended purposes. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
5. API Terms
You may only use our APIs in accordance with any documentation we provide and only for your internal business use. If we provide you developer credentials or keys, you must keep them confidential and use them only with our APIs. You will not misrepresent or hide either your identity or your API client's identity when accessing or using our APIs. We reserve the right in our sole discretion to set limits on your use of our APIs, such as by limiting the number of API requests you may make. Content Camel reserves the right, but does not have the obligation, to monitor your use of our APIs to improve our products and services and verify your compliance with these Terms. You agree not to interfere with this monitoring.
6. Customer Materials
(b) You grant Content Camel a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable (solely to our subcontractors) license to use, reproduce, create derivative works of, distribute, publicly perform and display Customer Materials (i) to provide the Services to you and Your Users or as otherwise instructed by you and Your Users , and (ii) on an aggregated or de-identified basis, such as to develop new product offerings or offer recommendations to customers. We also reserve the right to use the usage data we collect in connection with our Services on an aggregated or de-identified basis.
(c) We have no obligation to screen, edit or monitor Customer Materials, but we may delete or remove Customer Materials at any time if we believe any Customer Materials violate these Terms. You are solely responsible for ensuring that your use of our Services is in compliance with applicable laws. You will not process any Customer Materials via the Services that include (i) “protected health information,” as defined under HIPAA, or (ii) “cardholder data,” as defined by the PCI DSS.
7. Prohibited Conduct and Consent
You will not violate any applicable law, contract, intellectual property or other third-party right or commit an act that triggers any other liability in connection with your use of the Services. You are solely responsible for your conduct while using the Services, and for all other users that access the Services under your account. You will not:
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Content Camel or our products or Services (collectively, “Feedback”), is non-confidential and will become the sole property of Content Camel. You hereby assign all right, title and interest in and to the Feedback to Content Camel. Content Camel will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You also grant Content Camel a worldwide, perpetual, irrevocable right and license to use your name and likeness in connection with any Feedback you provide.
9. Copyright Complaints
We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify us at firstname.lastname@example.org.
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Content Camel for certain costs and damages.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Content Camel, our subsidiaries and affiliates, and each of their respective officers, directors, agents, partners and employees, (individually and collectively, the “Content Camel Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") in connection with a third-party claim or allegation to the extent arising out of or related to your breach of these Terms.
11. Limited Warranty; Disclaimers
(a) During your Subscription period, Content Camel provides a limited warranty to you that the Services will perform in material conformance with any documentation we make available. This limited warranty specifically excludes: (i) minor defects or errors not material to the core functionality of the Services; and (ii) defects or deficiencies resulting from (1) your breach of these Terms, (2) your misuse of the Services, (3) your use of the Services with items not provided by us; or (4) errors, defects or deficiencies in any Customer Materials. Content Camel’s sole liability and your exclusive right and remedy for a breach of the foregoing limited warranty is for Content Camel to correct or re-perform the nonconforming Services.
(b) Except for the express warranty in Section 11(a), our Services are provided “as is” and “as available” without warranties of any kind, and Content Camel and our suppliers and licensors expressly disclaim all other warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
12. Limitation of Liability
(a) Except as specified in Section 12(c), neither the Content Camel Parties or our suppliers or licensors will be liable under any theory of liability, whether based in contract, tort, negligence, strict liability, warranty, or otherwise, for any indirect, consequential, incidental, or special damages or lost profits, even if Content Camel Parties or our suppliers or licensors have been advised of the possibility of such damages.
(b) Except as specified in Section 12(c), the total liability of Content Camel Parties our suppliers or licensors for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amounts paid, if any, by you to access or use our Services for the 3 month period prior to the date on which the claim arose.
(c) The limitations set forth in this section will not limit or exclude liability for (i) the gross negligence, fraud or intentional misconduct of either you or the Content Camel Parties, or (ii) for any matters in which liability cannot be excluded or limited under applicable law.
13. Governing Law and Venue
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of Oregon, without regard to conflict of law rules or principles (whether of Oregon or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties will be resolved in the state or federal courts of Oregon and the United States, respectively, sitting in Multnomah County, Oregon.
We reserve the right to change the terms of these Terms from time to time in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by posting the revised Terms to our websites and mobile apps and updating the “Last Updated” date at the top of these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Services.
15. Termination or Suspension
If we believe you are in breach of these Terms, or if we believe that your access or use of our Services poses risks of harm or damage to us or others, we may suspend your access to the Services. You or we may terminate these Terms and your access to the Services for convenience at any time. If you want to terminate these Terms, you may cancel your Subscription and discontinue using the Services. Upon termination, you must immediately pay any outstanding fees payable to Content Camel.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the prior written consent of the other party, except that (i) either party may assign these Terms in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or stock, and (i) Content Camel may assign these Terms to any affiliate These Terms constitute the entire agreement between you and Content Camel relating to your access to and use of our Services. The failure of Content Camel to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that we may disclose that you are a customer of Content Camel and use and display your logo via our Services in connection with that disclosure. Neither party will be liable for failure to perform under these Terms to the extent caused by an event that is beyond its reasonable control.