Terms of Service
This Agreement ("Agreement") is hereby made by and between you ("User") and Percolate Industries, Inc. ("Percolate"), and contains the terms and conditions that apply to your use of Percolate's web sites, APIs, services and third-parties ("Services") offered by Percolate at https://percolate.com and all affiliated sites, domains and sub-domains. By using the Services, you represent and warrant that you are at least 18 years of age and are lawfully able to accept this Agreement, as well as Percolate's Privacy Policy available at https://percolate.com/privacy. This Agreement does not alter in any way any terms or conditions of any other agreement you may have with Percolate or its affiliates. If you choose to use this website or any other portion of the Services, you agree to be bound by the terms described herein and by all terms and policies incorporated by reference. If you are using the Services on behalf of any entity, you further represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify Percolate for any violation.
Ownership of the Services and All Associated Content
These Services are owned by Percolate. Unless otherwise indicated, all of the content featured or displayed throughout the Services, including, but not limited to,text, images, data, photographs, videos, illustrations, icons, software, and the selection and arrangement thereof (the "Percolate Content") are owned or licensed by either (1) Percolate and/or (2) one of its partners or affiliates (together, the “Licensors”). All elements of the Services, including Percolate Content, are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property.
All content associated with the Services are intended for your personal, non-commercial use. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any Percolate Content in whole or in part. Without limiting the generality of the foregoing, you may not distribute any part of this site or any content thereon over any network, or sell or offer it for sale. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.
Third Party Content and Links
The Services may contain links to other related third party websites and resources. Percolate provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Percolate of any site or any information contained therein. When you leave the Services, your actions are no longer governed by this Agreement. You should review any applicable terms and policies, including privacy and data gathering practices, of any site which you navigate from the Services.
Your participation, correspondence or business dealings with any third party found on or through the Services, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that Percolate shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.
YouTube
By visiting and using the Percolate website, the website user also agrees to be bound by the YouTube terms of service which can found in the following link: YouTube ToS
Disclaimer
Percolate makes no representations or warranties as to Percolate Content's accuracy, correctness or reliability. Percolate and its partners, affiliates, successors, assigns, employees, agents, directors, officers and shareholders assume no responsibility or liability which may arise from Percolate Content or your use of these Services, including, but not limited to, claims for defamation, libel, slander, infringement of copyrights or trademarks, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Furthermore, Percolate does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Website by any user, the Licensors or any other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. PERCOLATE CONTENT IS DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT PERCOLATE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE OR PERCOLATE CONTENT. WE MAKE NO WARRANTY THAT THE SERVICES OR PERCOLATE CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU HEREBY ACKNOWLEDGE THAT USE OF THESE SERVICES ARE AT YOUR SOLE RISK.
Some United States states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.
Limitation of Liability
IN NO EVENT SHALL PERCOLATE, ITS DIRECTORS, MEMBERS, EMPLOYEES, LICENSORS OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, PERCOLATE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES.
Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. User agrees that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
Modifications
Percolate reserves the right, in its sole discretion, to modify this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice or by sending User a notice through the Services, via e-mail or by another appropriate means of electronic communication. Percolate may also impose limits on certain features and services or restrict User’s access to parts or all of the Services without notice or liability. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes.
Entire Agreement
This Agreement constitutes the entire agreement between User and Percolate with respect to the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between User and Percolate with respect to the Services.
Notices
Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to hello@percolate.com.
No Waiver
Percolate's failure to enforce any part of this Agreement shall not constitute a waiver of Percolate’s right to later enforce that or any other part of this Agreement.
Headings
The section headings in this Agreement are for convenience only and shall not affect their interpretation.
Questions or Feedback
Thoughts or questions about these Terms of Service? Please, let us know at hello@percolate.com.
These Terms of Service are effective as of November 10, 2014. Last updated on November 10, 2014.