Terms of Use

2. TERMS APPLICABLE TO THE SITE

a. User Responsibilities. You agree that: (i) you will not use the Site if you are not fully able and legally competent to agree to these Terms of Use; (ii) you will only use the Site for lawful purposes; (iii) you will not use the Site for sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct; (iv) you will not use the Site to advertise, solicit or transmit commercial advertisements, including “spam”; (v) you will not use the Site to cause nuisance, annoyance or inconvenience; (vi) you will not impair the proper operation of the Site; (vii) you will not try to harm the Site in any way whatsoever; (viii) you will not copy, or distribute the Site or other content without written permission from us.

b. Restrictions on Use. You agree that you will not use the Site, or any proprietary content, information, or other materials published on the Site, except as authorized in writing by us. You agree that you will not directly or indirectly: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Site in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (ii) use the Site in any service bureau arrangement; (iii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Site, in whole or in part, or any updates to the Site in any form or manner or by any means; (iv) harvest or scrape any content or data from the Site, or (v) permit any third party to engage in any of the acts described in clauses (i) through (iv).

c. Unlawful Use. You further agree that you are not permitted to: (i) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Site; (ii) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Site in whole or in part, or any updates to the Site; or (iii) otherwise circumvent any functionality that controls access to or otherwise protects the Site. Any attempt to do any of the foregoing is a violation of our rights. If you breach these restrictions, you may be subject to prosecution and damages. You further agree not to use the Site in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using the Site.

d. Disclaimer of User Submissions. You acknowledge that people using the Site occasionally post content or material, or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, illegal or deceptive. We neither endorse nor are responsible for such submissions or statements, or for any opinion, advice, information or other utterance made or displayed on the Site by any third person. The opinions expressed in the Site reflect solely the opinion(s) of the third-party poster and do not necessarily reflect our opinion(s). We have no obligation to monitor the Site or any submissions or other materials that you or other third persons or parties transmit or post on the Site. You acknowledge and agree that we have the right (but not the obligation) to do any or all of the following, at our sole discretion: (i) alter, remove or refuse to post or allow to be posted or stored any user-submitted content, material or message; (ii) monitor and/or filter any of your communications through the Site (including without limitation, by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); and (iii) disclose any submission or message or any communication through the Site, and the circumstances surrounding its transmission, to any third party in order to operate the Site to (A) protect us and our employees, officers, directors, shareholders, agents, representatives, affiliates, users and visitors; (B) comply with legal obligations or governmental requests; (C) to enforce these Terms of Use; or (D) for any other reason or purpose.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a written notice by mail or by e-mail requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly submitted a notice of copyright infringement to us involving content that you made available through the Site, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.

e. We, and our licensors, reserve the right to change, suspend, remove, or disable access to the Site at any time without notice. In no event will we be liable for the removal of or disabling of access to any such Site. We may also impose limits on the use of or access to the Site, in any case and without notice or liability.

f. User Submissions; License Grant. As a condition of your use of the Site, you agree to grant to us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work from any content that you upload, submit or transmit to be made available through the Site (“User Submissions”) that allows us to use and exploit the User Submissions for any purpose. By submitting User Submissions through the Site, you represent and warrant (i) that you own or otherwise control all of the rights to User Submissions, including without limitation, all copyrights; and (ii) that use of User Submissions does not violate these Terms of Use and will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or materials submitted or posted through the Site by you or any third party. You agree that we, and the third-party service providers that we use to assist in providing the Site to you, will have the right to use, modify, reproduce, distribute, display and disclose User Submissions to the extent necessary to provide, secure, or improve the Site. For the avoidance of doubt, this section does not apply to any data or information that you store or process using the Service. Such data is governed by the terms of the Agreement.

WE RESERVE THE RIGHT TO REMOVE ANY CONTENT, MATERIAL, OR SUBMISSION FOR ANY REASON, INCLUDING IF WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE SITE.

g. Third-Party Materials. The Site may display, include, or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party web sites. By using the Site, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or web sites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third-Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.

3. Collection and Use of Data

As you use the Site, we will gather and use information about you for a variety of lawful purposes, including to provide, support and improve Site, to integrate it with third-party service providers, and to create anonymized data that may be used for lawful business purposes. Our collection and use of data through the Site is governed by, and described in more detail in the privacy policy. By using the Site, you agree that data about you may be used in accordance with this Privacy Notice.

4. Ownership

a. The Site and its content, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark and other laws. You agree that we and/or our licensors own all right, title and interest in and to the Site (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights in the Site or related to the Site) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of our (or our licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Use.

b. Any and all (i) suggestions for correction, change and modification to the Site and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to us by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by us or otherwise relating to the Site and/or Service (collectively, “Revisions”), are and will remain our property. You agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Site or in any such Feedback or Revisions. You agree to assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions.

5. Disclaimer of Warranties & Limitation of Liability

a. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SITE, INCLUDING YOUR INTERACTIONS WITH OTHER USERS OF THE SITE. YOU AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE AND THE SITE (INCLUDING THE USE, PERFORMANCE AND SUPPORT OF THE SITE), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

b. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE (I) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OF USE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICE OR THE SITE OR THESE TERMS OF USE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

c. By using the Site, you agree that you shall defend, indemnify and hold us, our licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms of Use or any applicable law or regulation; (b) your violation of any rights of any third party; (c) any unauthorized use of the Site; or (d) your negligence or willful misconduct.

6. ARBITRATION AND CLASS ACTION WAIVER

This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a Class Action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.

a. Informal Process First. You agree that in the event of any dispute between you and us, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

b. Arbitration Agreement. Under these Terms, you agree that any dispute, claim, or controversy arising out of or relating to these Terms of Use shall be resolved by confidential binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) in Boston, Massachusetts, or another forum mutually agreed upon by you and us. The arbitration will be conducted according to the JAMS Expedited Procedures for arbitration by a single arbitrator nominated by us. If JAMS is not hearing consumer commercial disputes at the time, we may select another arbitral body at our sole discretion. The arbitrator's award will be binding and may be entered as a judgment in a court of competent jurisdiction. This clause shall not preclude us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, or to seek injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our copyrights, trademarks, trade secrets, or patents. This arbitration agreement does not (a) govern any Claim by us for infringement of our intellectual property or access to the Site that is unauthorized or exceeds authorization granted in these Terms of Use or (b) bar you from making use of applicable small claims court procedures in appropriate cases.

You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and we are each waiving the right to a trial by jury or to participate in a Class Action. This arbitration provision will survive any termination of these Terms of Use.

Class Action Waiver

Any Claim must be brought in the respective party’s individual capacity, and not as a participant or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

If this Class Action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and us each waive any right to a jury trial.

7. GENERAL PROVISIONS

a. We reserve the right to monitor use of the Site, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Use or applicable law. We reserve the right to accept, reject or modify any content posted to the Site, but assume no liability based on its acceptance, rejection, modification or failure to modify any such content.

b. Injunctive Relief. You agree that a breach of these Terms of Use will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we will be entitled to equitable relief in addition to any other remedies available to us under these Terms of Use, or at law without a bond, other security or proof of damages.

c. Miscellaneous. These Terms of Use constitute the entire agreement between you and us regarding your use of the Site. If any term or provision of these Terms of Use is found to be invalid, illegal or otherwise unenforceable, such a finding will not affect the other terms or provisions of these Terms of use, or the Terms of Use as a whole, but such a term or provision will be deemed modified to the extent necessary to render such a term or provision enforceable, and the rights and obligations of you and us will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these Terms of Use. Your obligations pursuant to these Terms of Use will survive termination of your use of the Site. The JAMS Rules and the laws of the Commonwealth of Massachusetts, excluding its conflicts of law rules, govern these Terms of Use and your use of the Site. Your use of the Site may also be subject to other local, state, national, or international laws.

Under California Civil Code Section 1789.3, California users of the Site receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

d. Contact Us. You may contact us regarding the Site or these Terms of Use by mail at Watershed Informatics, Inc., 45 Prospect Street, Cambridge MA 02139 or by email at info@watershed.ai.