Last Updated: December 10, 2019
You agree to our Terms by clicking to agree to these Terms or by otherwise accessing or using the “Delve” website and services (collectively, the “Services”). If you do not agree to these Terms, then you must not access or use our Services.
You agree that these Terms, and any related information, communications and agreements between you and us, may be made available or occur electronically.
These Terms were last updated on the “Last Updated” date indicated above. We reserve the right, at our sole discretion, to modify these Terms at any time. If we make changes, we will provide you with notice of those changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, such modifications shall become effective immediately upon the posting to our Services and your continued use of our Services after we provide such notice will confirm your acceptance of amended Terms. If you do not agree to the amended Terms, you must stop using our Services.
- EligibilityYou represent and warrant that you: (a) are 18 years of age (or the age of legal majority where you live); (b) are an employee or contractor of an entity or other organization that has entered into an agreement with Sidewalk for use of the Services (“Customer”); and (c) have been authorized by the Customer to access the Services on its behalf.
- Use of Our ServicesSidewalk grants you a limited, revocable, non-exclusive license to access the Services solely in connection with performing work or other services on behalf of the Customer and in compliance with these Terms. You may not use our Services for your personal, family or household purposes. Use of the Services beyond the scope of authorized access granted to you by these Terms immediately terminates this license. Access and use of the Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Sidewalk is not responsible for any delays, delivery failures, or other damage resulting from such problems, or from the unavailability of the Services for any reason. All rights not expressly granted by these Terms are reserved to us, or, if applicable, our licensors.
- User AccountsIf you register for an account to use our 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. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim in those usernames.
- Trademark and Copyright Information(a) Our Services, including any materials made expressly available for download (“Downloadable Content”) and all other text, audio, images and other materials or elements contained therein (collectively with Downloadable Content, the “Content”), are protected by copyright, pursuant to copyrights laws, and international conventions. Sidewalk grants you a limited license to create a single copy of Downloadable Content for use in connection with providing work or other services on behalf of the Customer. Any other reproduction, modification, creation of derivative works from or redistribution of our Services (including any Content), and/or copying or reproducing any of our Services (including any Content) or any portion thereof to any other server or location for further reproduction or redistribution is strictly prohibited without the express written consent of Sidewalk. (b) Certain names, graphics, logos, icons, designs, words, titles and phrases in our Services constitute trademarks, trade names, trade dress and brand names of Sidewalk and its affiliates and licensors (collectively the “Marks”) and are protected in the United States of America and internationally. Any reproduction, modification, creation of derivative works or any other use of the Marks contrary to these Terms, in whole or in part, is strictly prohibited without the express written consent of Sidewalk.
- Your ContentYou hereby grant, and you represent and warrant that you have the right to grant, to Sidewalk an irrevocable, perpetual, non-exclusive, fully paid, worldwide, sublicensable license to use, reproduce, create derivative works from, distribute, publicly perform and display any data or content submitted, uploaded or otherwise transmitted by you through the Services (the “User Content”) for the purpose of providing and improving the Services.
- Your PrivacyWe respect your right to privacy. All personal information that we collect via the Services is subject to our privacy statement, which is accessible at: https://github.com/sidewalklabs/docs/blob/master/privacy-policy.md.
- User Content RestrictionsYou agree not to post, email or otherwise make available User Content that:
- is unlawful;
- includes personal or identifying information about another person without that person’s explicit consent or about yourself;
- impersonates any person or entity, including a Sidewalk employee, or falsely states or otherwise misrepresents an affiliation with a person or entity;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person, or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
- is harmful, threatening, abusive, harassing, degrading, defamatory, pornographic and/or otherwise depicts or describes sexual activity;
- constitutes or contains any form of advertising or solicitation, or that includes links to commercial services, applications or websites;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupts the normal use of our Services with an excessive amount of content, or that otherwise negatively affects other users’ ability to use our Services; or
- employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of content transmitted through our Services.
- Your ConductYou agree not to violate any applicable law, contract, intellectual property right or other third-party right or commit a tort in connection with your use of our Services, and you are solely responsible for your conduct while using our Services. Further, you agree not to:
- Use or attempt to use another user’s account or access credentials;
- Sell, resell, or otherwise monetize the Services or access to the same, either directly or as part of a product or service created for resale;
- Use our Services for any competitive purpose, including creating a competitive offering;
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
- Bypass or ignore instructions contained in our robots.txt file;
- Attempt to break, tamper with, or circumvent any security or content-filtering techniques we employ, or attempt to access any feature or area of our Services that you are not authorized to access;
- Develop or use any applications that interact with our Services without our prior written consent; or
- use our Services in any manner that may pose harm to any individual or property.
- Third-Party ContentWe may provide information about or links to third-party products, services, activities or events, or we may allow third parties to make their content, tools or information available on or through the Services (collectively, “Third-Party Content”). Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party that provides the Third-Party Content. We do not control or endorse, and make no representations or warranties whatsoever regarding, any Third-Party Content, and your use of such Third-Party Content is solely at your own risk.
- Unsolicited SubmissionsIf you submit ideas, drawings, suggestions, comments, feedback or similar information to Sidewalk, whether through the Services or otherwise (“Feedback”), you do so with no expectation of confidentiality and with no expectation that you have any proprietary interest in the content of your submissions. You agree that the content of your submissions will immediately become the property of Sidewalk, and you hereby assign all rights, title and interest in and to the Feedback to Sidewalk. You also recognize that your submission may be used or developed by or on behalf of Sidewalk or its affiliates without any obligation to you.
- Notification and Infringement ClaimsIn accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly 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 our designated agent as follows:
Designated Agent: Legal Department
Address: 10 Hudson Yards, Fl 26, New York, NY 10001
Telephone: (212) 373-0800
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 us for certain costs and damages.
- Disclaimer of Warranties and Liability
- THE SERVICES (INCLUDING ITS CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ACCURACY, QUALITY, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, SYSTEM AVAILABILITY OR COMPATIBILITY OF THE SERVICES, OR THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO SIDEWALK EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES OR LIMITATION OF LIABILITY CONTAINED IN THESE TERMS. IN ADDITION, YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, LATENCY ISSUES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND THAT SIDEWALK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
- SIDEWALK SHALL NOT BE RESPONSIBLE FOR ANY DETRIMENTAL RELIANCE YOU MAY PLACE ON THE SERVICES OR THEIR CONTENT. THE INFORMATION PROVIDED THROUGH THE SERVICES AND THEIR CONTENTS IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE OF ANY KIND. IT SHOULD NOT BE RELIED UPON IN THAT REGARD, AND ANY RELIANCE ON YOUR PART IN THAT RESPECT IS SOLELY YOUR OWN RISK
- TO THE EXTENT PERMITTED BY LAW, SIDEWALK AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY (I) DIRECT DAMAGES IN EXCESS OF $100; OR (II) SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, WHICH MAY RESULT FROM THE USE OF THE CONTENT OR THE SERVICES. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS A CONTROLLING FACTOR FOR SIDEWALK MAKING THE SERVICES AVAILABLE TO YOU TO USE IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS.
- SIDEWALK MAY MAKE CHANGES TO THE SERVICES, OR TO THE PRODUCTS DESCRIBED THEREIN, AT ANY TIME WITHOUT NOTICE. SIDEWALK MAKES NO COMMITMENT TO MAINTAIN THE SERVICES OR TO UPDATE THE INFORMATION CONTAINED HEREIN.
- TerminationWe reserve the right to terminate your access to and use of the Services at any time for any reason whatsoever in our sole discretion, including if you are in breach of these Terms or applicable law. Upon termination of the Services, all User Content stored by us in connection with your use of the Services will be deleted. All provisions of these Terms which by their nature should survive termination shall survive termination, including ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Dispute Resolution; Binding Arbitration
- Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Sidewalk and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
- You and Sidewalk agree that any dispute arising out of or related to these Terms or our Services is personal to you and Sidewalk and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
- Except for small claims disputes in which you or Sidewalk seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Sidewalk seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, to the fullest extent permitted by applicable law, you and Sidewalk waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Sidewalk you agree to first contact Sidewalk and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Sidewalk by email at email@example.com or by certified mail addressed to Legal Department, Sidewalk Labs, 10 Hudson Yards, Fl 26, New York, NY 10001. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Sidewalk cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before a single arbitrator. Arbitration proceedings will be held in New York, New York. You and Sidewalk agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website (www.jamsadr.com/rules-streamlined-arbitration/) and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
- You and Sidewalk agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
- The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Sidewalk, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
- You and Sidewalk agree that the state or federal courts of the State of New York and the United States sitting in New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
- You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by sending a written notice to Sidewalk by email at firstname.lastname@example.org or by certified mail addressed to Legal Department, Sidewalk Labs, 10 Hudson Yards, Fl 26, New York, NY 10001. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 16.
- If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.
- Governing Law and VenueAny dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of New York, except to the extent pre-empted by U.S. federal law, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration under Section 16 or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York, New York.
- General Matters
- These Terms constitute the entire agreement between you and Sidewalk regarding your use of the Services, superseding any prior agreements between you and Sidewalk, provided however that these Terms do not otherwise affect any separate customer agreement entered into between the Customer and Sidewalk.
- The failure of Sidewalk to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict. Any references to “including” will be deemed to mean “including without limitation.”
- Copyright. Copyright © 2019, Sidewalk Labs Employees LLC. All rights reserved.
- How to Contact Us. If you have any questions or comments about these Terms, please contact us via email at email@example.com.