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Terms of Service
Terms of Service for Plaxo software, site, and services
Last Updated: December 18, 2007
Thanks for using Plaxo! For the sake of simplicity and consistency, these Terms of Service apply to all of our users and members, including those who download our software, those who sign up for a Plaxo Online Web account and those who use our services through our Web site or via third parties integrating Plaxo functionality through our application programmer interfaces ("APIs") or otherwise. Accordingly, there are some provisions below relating to the use of our software which necessarily apply only to those of our members who have downloaded the software. All other terms and provisions apply to all of our users and members.
Important—Read carefully: These Terms of Service for Plaxo Software, Site and Services (these "Terms of Service") together constitute a legal agreement between you (an individual, not an entity) and Plaxo, Inc., a Delaware corporation, and its suppliers and its licensors (collectively "Plaxo") with respect to Plaxo software (together with all prior and subsequent versions, and all patches and updates thereto, the "Software"), the www.plaxo.com Web site, including all subpages under the Web site (collectively, the "Site"), the Plaxo Network™ and all services provided to you directly or indirectly by Plaxo on or through the Site (collectively, "Plaxo Online") or through the Software, including those services made available through APIs and services offered through third parties integrating Plaxo functionality (collectively, all Plaxo Online, Software services and all other Plaxo services are referred to as the "Services"). These Terms of Service apply to both Services that are provided without fees or charges (each a "Free Version") and all versions of the Services which require you to pay a license or other fee (each a "Premium Version"). By clicking on the "Accept" button or otherwise using or accepting the Software, Site and/or Services (the "Plaxo Offerings"), you agree to be bound by the terms of these Terms of Service. If you do not agree to these terms of service, do not click on the "Accept" button and do not use the Software, Site or Services. You agree that your use of the Software, Site and/or Services acknowledges that you have read these Terms of Service, understand them, and agree to be bound by these Terms of Service.
The Plaxo Offerings provided to you under these Terms of Service is (A) for the Free Version, for your personal and non-commercial use only and (B) for any Premium Version, for your personal and your commercial use (other than in connection with a service bureau, application service provider, or similar business). Click here for more information.
1. Description of Services
Plaxo provides you with the capability of updating, maintaining, and accessing your contact list or address book by downloading the Software or going to the Site and becoming a registered user of the Services (a "Member"). When you become a Member, Plaxo will create your personal account which will contain: certain basic account information such as your name, e-mail address, password, passwords to third party accounts that you synchronize with your Plaxo account, and a challenge/response question for lost passwords ("Your Account Information"); information about you that you may wish to share with others (professional and personal data about you that you create and have the option to share with others through the Plaxo Service) ("Your Plaxo Cards"); your contact list or address book which includes all fields that you and/or your contacts provide ("Your Contact List"); and your Notes, Tasks and Calendar items ("Your PIM Information"). Your Contact List may contain contacts for both Members and non-Members. You have the option to upload and store Your Contact List and PIM Information to the Plaxo Servers to enable Web access of this information.
As a Member, you will be able to easily update and maintain the contacts in the contact management applications stored on your computer. You also will be able to access Your Plaxo Cards, Your Contact List and Your PIM Information using any supported Web browser via Plaxo Online. In addition, you will have the ability to permission any of your Plaxo Cards for "Members", "Contacts", or "Private". If you permission a Plaxo Card for "Members", it will be available to any Plaxo Member who includes one of your confirmed e-mail addresses in their Contact List (note: a confirmed e-mail address is one that you entered in a Plaxo Card and has been verified by Plaxo to be yours). Likewise, you will be able to access other Members' Cards permissioned for "Members" if you know their e-mail address (confirmed). If you permission a Plaxo Card "Contacts", it will be available ONLY to those Plaxo Members who are also in your own address book. If you permission a Plaxo Card "Private", it will be available ONLY to those Plaxo Members to whom you give explicit permission.
Once you have downloaded and installed the Software, you will be able to access the Services through the contact management applications compatible with the Software, or if you desire, through Plaxo Online. The Plaxo Cards, Contact List, and PIM information you provide Plaxo is stored locally in system files on your computer and on Plaxo's servers. It is sent to and from such servers as part of the Software's functionality (i.e., updating contacts).
Non-members may elect to permanently opt-out from receiving Plaxo Update Request e-mails sent by Members. When you register for permanent opt-out, you provide us with a validated e-mail address at which you no longer wish to receive Plaxo Update Requests. If necessary, we will send you an opt-opt confirmation e-mail to the address you enter. You must respond to that e-mail to complete the opt-out process.
Additional features may be added to the Plaxo Offerings and made available to you from time to time. You understand and agree that Plaxo may provide updates, patches and/or new versions of the Software from time to time, with or without notice. You also understand and agree that the Plaxo Offerings may include advertisements and that these advertisements are necessary for Plaxo to provide the Services.
2. Personal License
Plaxo hereby grants you a non-exclusive, non-transferable license to use the Software and to use and to access the Site and Services subject to the terms and conditions in these Terms of Service. Under this license you may only: (i) use a Free Version for your personal and non-commercial use; (ii) use a Premium Version for your personal and your commercial use; and (iii) make one copy of the Software in machine readable form solely for back-up purposes, provided that you reproduce all proprietary notices on the copy.
a) You may not: (i) prepare derivative works based on the Plaxo Offerings; (ii) reproduce the Plaxo Offerings except as specifically provided in these Terms of Service; (iii) sell, assign, transfer, license, sublicense, publish, disclose, display, or otherwise make available the Plaxo Offerings or copies thereof in any form whatsoever to any third parties or use the Plaxo Offerings for any third party's data processing, computing, or other needs; (iv) modify, translate, reverse engineer, decompile, or disassemble the Plaxo Offerings, subject to applicable law to the contrary; or (v) remove any proprietary notices, labels, or other identifying marks on the Software. These Terms of Service shall not be interpreted as granting to you any license or right not expressly granted herein. This license is not a sale. All rights to the Plaxo Offerings not expressly granted herein are reserved by Plaxo.
b) You agree that you shall only use the Plaxo Offerings in a manner that complies with all applicable laws and court orders in the jurisdictions in which you use the Plaxo Offerings, including, but not limited to, applicable restrictions concerning privacy, copyright and other intellectual property rights.
c) You may not use the Plaxo Offerings to send unsolicited, promotional mass electronic email messages or notifications to one or more recipients or systems (known as "spamming"). Any promotional electronic messages, which are sent in an unsolicited manner to 10 or more recipients, or any series of unsolicited promotional electronic messages to a single user, will be considered as spamming. Spamming also includes (i) sending messages to distribution lists, newsgroup aliases, or group aliases, and (ii) sending messages to recipients who do not know you or who are unlikely to recognize you as a known contact.
d) You may not use the Plaxo Offerings to upload, post, post links to, e-mail or otherwise transmit or make available: (i) any unsolicited or unauthorized advertising or promotional materials; or (ii) content which is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.
e) You may not use the Plaxo Offerings if you are under the age of 13 or to solicit or collect any information from children under the age of 13.
4. Limited Warranty
Plaxo warrants that for a period of 90 days from the downloading of the Software hereunder each unmodified copy of the Software will conform substantially to the user documentation. Plaxo's entire liability and your exclusive remedy with respect to this warranty shall be Plaxo using commercially reasonable efforts to correct such non-conformities. Except for the above express Limited Warranty, Plaxo makes and you receive no warranties, express, implied, statutory, or otherwise, and Plaxo specifically disclaims any implied warranties of merchantability, noninfringement and fitness for a particular purpose with respect to the Plaxo Offerings. Plaxo does not warrant that the Plaxo Offerings will meet your requirements or that the Plaxo Offerings will be error free. This limitation or exclusion of warranties may be subject to exceptions in local jurisdictions.
5. Plaxo's Right to Terminate or Modify Terms of Service and Services
Plaxo may modify these Terms of Service upon notice to you at any time. These modifications may include, without limitation, charging for any features within the Plaxo Offerings. Plaxo may provide notice to you of any such modification by e-mail or by publishing the changes on its Web site. In the event Plaxo modifies these Terms of Service, you may terminate your use of the Plaxo Offerings. Plaxo may also terminate your right to use the Plaxo Offerings at any time for any reason. Without limiting the prior sentence, your right to use the Plaxo Offerings will automatically terminate if you fail to comply with any term or provision of these Terms of Service. No notice shall be required from Plaxo to effect such an automatic termination. Upon any termination of your right to use the Plaxo Offerings, you shall immediately discontinue use of the Plaxo Offerings.
6. Copyright Complaints
We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Plaxo website or service any materials that violate another party's intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement as described in our Plaxo Copyright Policy, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeate infringers as described herein in accordance with the Digital Millenium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent. Please see our Plaxo Copyright Policy for more information on how to report infringement of your copyright.
7. Personal Information and Privacy
Title, ownership, rights, and intellectual property rights in and to the Plaxo Offerings shall remain in Plaxo. The Plaxo Offerings are protected by the patent, trademark and copyright laws of the United States and other countries, and by international patent, trademark and copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Services shall be retained by the applicable content owner and may be protected by applicable privacy, copyright or other laws.
9. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall plaxo or its suppliers be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever or for damages for loss of business profits, business interruption, computer failure, loss of business information, or other pecuniary loss arising out of these Terms of Service or the use of or inability to use the Plaxo Offerings, even if Plaxo has been advised of the possibility of such damages. Your sole and exclusive remedy for any dispute with Plaxo related to these Terms of Service or the Plaxo Offerings shall be cancellation of the License and termination of use of the services. In the event a court awards direct damages despite the foregoing, such damages shall not exceed the lesser of $10.00 or the amount you Paid for the Software and Services. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
You agree to hold harmless, indemnify and defend Plaxo, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have (i) used the Plaxo Offerings in violation of another party's rights or in violation of any law, or (ii) violated these Terms of Service.
11. Export Restrictions
You cannot export or re-export the Software in any form without the appropriate United States and foreign government licenses. You will not, directly or indirectly, export or transfer the Software to any country to which transmission is prohibited by applicable statute. Your failure to comply with this provision is a material breach of these Terms of Service.
12. U.S. Government Restricted Rights
The Software and accompanying documentation are provided with restricted rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph(c)(1)(ii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs(c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software--Restricted Rights), as applicable. Manufacturer is Plaxo, Inc., 1050 Enterprise Way, Floor 5, Sunnyvale, CA, 94089.
13. User Age Restriction
The Plaxo Offerings are not intended for and may not be used by children under the age of 13. You may not use the Software or Services or access the Site unless you are at least such age.
a) No Assignment. The Software and Services are personal to you, and may not be transferred or assigned without Plaxo's express written consent.
b) Governing Law; Jurisdiction. These Terms of Service are governed by the laws of California, excluding its choice of law provisions. You agree to bring and defend any actions related to these Terms of Service exclusively in the state of federal courts located in Santa Clara County, California. These Terms of Service will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
c) Injunctive Relief. To the extent that you have breached or have indicated your intention to breach these Terms of Service in any manner which violates or may violate Plaxo's intellectual property rights, or may cause continuing or irreparable harm to Plaxo (including, but not limited to, any breach that may impact Plaxo's intellectual property rights, or a breach by reverse engineering), Plaxo may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction.
d) Complete Agreement. These Terms of Service shall constitute the complete and exclusive agreement between us, notwithstanding any other written instrument submitted by you, whether formally rejected by Plaxo or not. The terms and conditions contained in these Terms of Service may not be modified by you except in a writing duly signed by you and an authorized representative of Plaxo. If any provision of these Terms of Service is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.