Terms of Service
Last Revised: June 1, 2016
These Terms govern and apply to your access and use of Hyphenmark Inc. services under the name of “Hyphen”, available via device applications and website (collectively, the “Service”). By accessing or using our Service, you agree to be bound all of the terms and conditions described in these Terms. If you do not agree to all of these terms and conditions, do not use our Service.
Use of the Service
Hyphen provides a platform for individuals to communicate with others in their work, school or community (each, an “Organization”) in real time.
Hyphen grants you permission to use the Service as set forth in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement.
You will need to register with one or several organizational email address(es), and verify it with a verification code process, to be granted access to the services and functionality.
You may never use another User’s organizational email address without permission. You are solely responsible for the activity that occurs in sessions defined by your organizational email address(es), and you must keep your access and credentials secure. You must notify Hyphen immediately of any breach of security or unauthorized use of your organizational email address(es). Although Hyphen will not be liable for your losses caused by any unauthorized use of your organizational email address(es), you shall be liable for the losses of Hyphen or others due to such unauthorized use.
By providing Hyphen your organizational email address(es) you consent to our using the email address(es) to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. You may use your Settings to opt out of certain Service-related communications. We may also use your email address(es) to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by unsubscribing to one of these messages. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Certain Organizations may negotiate further modifications to the emails we may send you.
Users may send messages and invitations to their Contacts via the short message service (“SMS”) on their mobile device. Users may opt-out of receiving SMS messages by replying “STOP” or by contacting Hyphen customer support at [email protected]. There is no fee charged by Hyphen for Users to receive text messages. Standard text messaging rates and other charges from a User’s carrier may apply. Hyphen does not warrant that the text messaging service will be uninterrupted or error free. We shall not be liable for any delay in performing or failure to perform any obligation hereunder by circumstances beyond our reasonable control including (without limitation) any technical problems beyond the control of Hyphen such as (for example) defects, congestion or failures of capacity or otherwise in the public data or telephone or mobile carrier Organization or caused by atmospheric interference, your mobile device being turned off for an extended period of time so that messages are not retained, or your being unable to obtain mobile Organization coverage.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the Hyphen servers than a human can reasonably produce in the same period of time by using a conventional mobile application or web browser. You agree not to collect or harvest any personally identifiable information from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.
Hyphen may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Hyphen’s sole determination, you violate any of the Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with a non-organizational email address. Upon termination for any reason, you continue to be bound by the Use of the Service terms of this Agreement.
Hyphen reserves the right to offer alternative and/or additional Services to certain administrative users, including administrators of Organizations, that may not be offered to general Users. You acknowledge that Hyphen may charge a fee for the use of any Services, provided that Hyphen notifies you of any such fee before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. In the event that you have elected to receive additional services for a fee, and you fail to pay such fee within thirty (30) days, then in addition to all other remedies available to Hyphen, Hyphen may immediately cease providing all such additional services.
If you learn that a User is not authorized to be a member of an Organization or is otherwise violating this Agreement, we encourage you to notify us. You agree you will not accuse any User of being unauthorized or of violating this Agreement unless you have actual knowledge.
By utilizing the Service, you agree to have the domain portion of your email address (e.g. “@bigacme.com”) and/or the company, school, or organization name represented by such domain portion of your email address, listed on the Hyphen Service in a directory listing (“Directory”). Customers (as defined below) who do not want to be included in such published Directory may send a written request to [email protected] to remove their company, school, or organization name from the Directory. Certain Organizations have negotiated further modifications to what we will put into the Directory.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort;(iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Hyphen takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Hyphen is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Hyphen shall not be liable for any damages you allege to incur as a result of such User Content.
You are solely responsible for your interactions with other Hyphen Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
Each Organization may have one or more individuals who are responsible for overseeing the use of, and monitoring the content posted to, such Organization (the “Administrator”). Organization may exist on the Service absent an Administrator; in such case Users are responsible for conducting themselves in accordance with this Agreement.
From time to time, Users may be asked to confirm their credentials (organizational email address) via an email message containing a hyperlink to the User’s organizational email address. If such email address is not reconfirmed, the associated content may be removed. Once a User is removed from an Organization, the content of that User remains on the Service and is the sole property of the company, school, or entity which administers that Organization.
Users should follow their particular organization’s policies, guidelines and procedures concerning the User Content they post to the Service. Administrators may delete the User Content of one or more Users in their Organization.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. Hyphen reserves all rights not expressly granted herein in the Service and the Hyphen Content (as defined below). Unless Hyphen has agreed otherwise with respect to an Organization, Hyphen may terminate this license at any time for any reason or no reason.
Our Proprietary Rights
Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Hyphen Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Hyphen and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Hyphen Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Hyphen under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, Hyphen does not waive any rights to use similar or related ideas previously known to Hyphen, or developed by its employees, or obtained from sources other than you.
This Service is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Service by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement. Hyphen may delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13. If you are under 18 years of age you may use the Service only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.
Additional Representations & Warranties
You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
- You are at least 18 years of age, or if you are under 18 years of age you are either an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
- You have the written consent of each and every identifiable natural person in your Organization to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
- Your User Content and Hyphen’s use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
- You have the full power and authority to enter into this Agreement and to the extent that any entity is bound hereby, to bind such entity, this Agreement and performance of obligations under this Agreement do not and will not violate any other agreement to which you or such entity is a party; and this Agreement constitutes a legal, valid and binding obligation of you or any such entity.
Third-Party Websites, Advertisers or Services
Hyphen may contain links to third-party websites, advertisers, or services that are not owned or controlled by Hyphen.
You agree to defend, indemnify and hold harmless Hyphen and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your organizational email address; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HYPHEN, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. HYPHEN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE HYPHEN SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND HYPHEN WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HYPHEN, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL HYPHEN BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR SESSIONS OPENED WITH YOUR ORGANIZATIONAL EMAIL ADDRESS OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HYPHEN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES,OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL HYPHEN, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS,DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO HYPHEN HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HYPHEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from its facilities in the United States. Hyphen makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Hyphen without restriction.
- Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Hyphen, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Hyphen that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California.
- Notification Procedures. Hyphen may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, SMS notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Hyphen in our sole discretion. Hyphen reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.
- Entire Agreement/Severability. This Agreement, together with any other legal notices and agreements published by Hyphen via the Service, shall constitute the entire agreement between you and Hyphen concerning the Service (although the owner of the Organization may also have agreed to be bound by the Business Terms). If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
- No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Hyphen’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at [email protected] with any questions regarding this Agreement.