RIBBON LABS, INC. TERMS OF USE

Last updated on November 15, 2017. To view previous versions of the Terms of Use click here.

IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THESE TERMS OF USE. PLEASE READ THEM CAREFULLY BEFORE USING THE SERVICES OFFERED BY RIBBON LABS, INC., A DELAWARE CORPORATION ("RIBBON"), ON ITS WEBSITE (WWW.RIBBON.ME) (THE "SITE") OR THE MOBILE VERSIONS OF THE RIBBON APPLICATION (COLLECTIVELY WITH THE SITE, THE "SERVICE"). THESE TERMS OF USE GOVERN THE RELATIONSHIP BETWEEN YOU AND RIBBON, AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RIBBON, RELATING TO YOUR USE OF THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT REGISTER WITH RIBBON OR USE ANY RIBBON SERVICE.

1. Acceptance of Terms.

By registering for or using the Service (or both), including, but not limited to, visiting or browsing the Site or contributing content to the Site, you agree to all of the terms and conditions in this agreement (the "Terms of Use"), which includes the following, all of which are hereby incorporated by reference into these Terms of Use: (i) the Privacy Policy; (ii) the Infringement Policy; (iii) any other agreement or additional terms and conditions accessible by a link from these Terms of Use; (iv) any other agreement or additional terms and conditions accessible elsewhere through the Service in connection with particular products or services offered by Ribbon; and (v) all other rules, policies and procedures that Ribbon may publish from time to time on the Service or otherwise provide you notice of. Ribbon may change or update the Terms of Use at any time in accordance with Section 2 below.

2. Changes to Terms of Use.

Ribbon may modify these Terms of Use from time to time in its sole discretion by posting a notice on the Site or emailing you or both. Ribbon will indicate at the top of this page the date that revisions were last made. You should revisit these Terms of Use on a regular basis as revised versions will be binding on you. Any modification to these Terms of Use will be effective upon Ribbon's posting of the new Terms of Use. If any dispute arises between you and Ribbon, notwithstanding any subsequent modification to these Terms of Use by Ribbon, the version of these Terms of Use in place at the time the dispute arises shall govern and control the conduct of the parties. You agree and acknowledge that your continued use of the Service after any posted modification to the Terms of Use indicates your acceptance of the modification.

3. Your Access to the Service; Eligibility.

You are not required to register with Ribbon in order to browse the Site, but you are required to register in order to use certain parts of the Service. You agree that your use of the Service shall at all times be in compliance with these Terms of Use and all applicable laws. Though Ribbon will use reasonable efforts to keep the Service up and running, you acknowledge that there may be interruptions in the Service and that the Service may be unavailable to you from time to time for any reason including routine maintenance. Ribbon retains the right to deny service, or access to the Service, to any person or entity or an account, at any time and for any reason in its sole discretion. In addition, Ribbon reserves the right to take any action it deems necessary in its sole discretion with respect to any aspect of the Service to: (i) satisfy any applicable law, rule, regulation, legal process or governmental request; (ii) enforce these Terms of Use, including without limitation, investigating any potential violations of these Terms of Use; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to support or other requests from users; or (v) protect the rights, property or safety of Ribbon, its users and the public.

Ribbon may at any time and for any reason change its eligibility criteria for use of the Service. All users must be 13 years of age to access the Service, except that those under 13 years of age may access the Service with parental consent and supervision. While Ribbon has certain protections in place to prevent those under 13 from accessing the Service, Ribbon realizes that this will not prevent all access. Therefore, parents should monitor any child's use of the Service.

In accordance with Section 17 below, you are only entitled to use the Service in any jurisdiction that would give effect to Section 17 below.

4. Registering with Ribbon.

You represent, warrant and agree as follows with respect to the creation of a Ribbon account and the continued maintenance of the account:

5. Your Content and Information.

With respect to all text, images, photos, audio, video, location data, code, software, downloads, and all other forms of data or communication (collectively, "Content") submitted by you through or in connection with your use of the Service by way of invitations, messages, and other information that you publicly display in your account profile, you agree to assume all risks associated with the public display and sharing of your Content, including anyone's reliance on it for any purpose, or any disclosure by you of information in your Content that makes you personally identifiable. You represent and warrant to Ribbon that you own, or have the necessary permissions to use and authorize the use of the Content you share or display while using the Service, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property rights, and you also represent and warrant that the Content is not confidential or proprietary. You also acknowledge that Ribbon may edit or remove all or any portion of your Content at any time and for any reason in its sole discretion.

Though you own the Content you share or display while using the Service, you automatically and irrevocably grant Ribbon a perpetual, world-wide, non-exclusive, royalty-free, sublicensable, transferable right and license to use your Content for any purpose desired by Ribbon, including without limitation, publicly displaying it, reformatting it, editing it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, otherwise fully exploiting it and allowing others to do the same (with Ribbon's permission) in connection with their own websites, media platforms and applications ("Third Party Media"). Accordingly, you also hereby grant each (i) Third Party Media a non-exclusive license to access your Content through the Service, and to display, reformat, edit, incorporate it into advertisements and other works, create derivative works from it, promote and distribute your Content; and (ii) other user of the Service that is not Third Party Media, a limited license to use and download your Content for their personal, non-commercial use only. You also irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution against Ribbon with respect to your Content.

6. Ribbon Content and Information.

The Service and the Content provided by Ribbon with respect to the Service, including without limitation, the "look and feel" of Site and the Service, are the sole property of Ribbon (or its licensors) and all such items are protected under applicable copyright, trademark, service mark, patent, trade secret or other proprietary and intellectual property rights and laws. You are strictly prohibited from, directly or indirectly, copying, rearranging, publicly displaying, redistributing, modifying, using or publishing any portion of the Ribbon Content, including without limitation, code or software, except as expressly allowed for by Ribbon in these Terms of Use. You also agree to abide by and maintain all copyright notices, information, and restrictions contained in any Ribbon Content accessed through the Service.

You may use the Service and download material from it for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices, but any other use is prohibited without Ribbon's prior written permission. You may not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

7. Your Conduct.

Your use of the Service and all account activity must be in compliance with these Terms of Use and all applicable laws and regulations. Ribbon shall determine in its sole discretion whether you have acted in violation of the Terms of Use. If Ribbon determines that you have violated these Terms of Use, then Ribbon may in its sole discretion (i) permanently bar, temporarily suspend or otherwise limit or deny in any way your use of the Service, (ii) pursue any other corrective remedies Ribbon deems appropriate, including altering, modifying or deleting any User Content, or (iii) pursue any other remedies available to Ribbon under the law.

In addition to all other conduct expressly prohibited under other sections of these Terms of Use, the following conduct is prohibited by Ribbon with respect to your use of the Service:

8. Unsolicited Ideas and Suggestions.

Ribbon is open to receiving feedback from you on how to improve the Service. If you would like to provide Ribbon with your feedback on the Service (existing products and services only), please do so by emailing us at feedback@ribbon.me. Please do not provide us your feedback by any method other than through the email address stated in the previous sentence, including by direct communication to any Ribbon employer or agent. You understand and agree that Ribbon is not under any obligation to keep any feedback you provide Ribbon confidential and that Ribbon may use the feedback in any way it desires without any obligation to acknowledge or compensate you.

Though Ribbon welcomes your feedback on its existing products and services, Ribbon does not want to receive, and will not consider, any unsolicited ideas for new products or technologies, new names, new advertising or marketing campaigns or new promotions (collectively, "Unsolicited Ideas"). If you send Ribbon Unsolicited Ideas, you understand and agree that, notwithstanding any attempted modification of this Section 8 by you, whether through communication in an email, cover letter or otherwise, Ribbon: (i) has no obligations with respect to the Unsolicited Ideas, including without limitation, any obligation to keep, protect the confidentiality of or maintain or protect in any other way; and (ii) will own all Unsolicited Ideas it receives from you and it may use the Unsolicited Ideas in any way it desires, including without limitation, disclosing or redistributing the Unsolicited Ideas to third parties, all without restriction and without any obligation to acknowledge or compensate you.

9. Third Parties.

The Service may include links to other websites, applications, services or resources (each, a "Third Party Service"), and other Third Party Services may contain links to the Service. Ribbon does not control or endorse any Third Party Service. You agree that Ribbon is not responsible for the availability or content of such Third Party Services, or the terms of any transactions you enter into with the proprietors of any Third Party Service. Your use of Third Party Services is at your own risk. You agree to be bound by all terms or policies relating to Third Party Services accessible through links to these Terms of Use or elsewhere in the Service. All such additional terms or policies are incorporated in these Terms of Use by reference. You agree that Ribbon is not responsible or liable for, directly or indirectly, any damage, loss or expense incurred by you in connection your use of, or interaction in any manner with, a Third Party Service.

10. Privacy Policy.

You represent and warrant to Ribbon that you have read Ribbon's Privacy Policy, and you agreed to abide by the obligations imposed on you by that policy. In addition, you agree to Ribbon's use of the personal information you supply or communicate to Ribbon in connection with your use of the Service as and to the extent set forth in the Privacy Policy.

11. IP Infringement Policy.

Ribbon has adopted the following general policy ("Infringement Policy") toward claims of trademark or copyright infringement:

a. Claim of Trademark or Copyright Infringement. It is Ribbon's policy to respect the intellectual property rights of others. Ribbon will not knowingly post, or allow users to post, content of any kind on the Service that infringes the copyright rights or other intellectual property rights of others. To report a claim of trademark or copyright infringement, please send a written statement (no emails, please) setting forth the information in items (i) through (vii) below to Ribbon's designated agent to receive claims of copyright or trademark infringement ("Designated IP Agent"). If Ribbon receives a written statement setting forth all of such information it will review the statement and take whatever action, in its sole discretion, it determines is appropriate, including without limitation, temporary or permanent removal from Ribbon's product offerings of the infringing mark or copyright. Your statement should include all of the following:

(i) Provide: (a) a list of each trademark or copyrighted work at issue; (b) if applicable, the country in which each trademark listed is registered; and (c) if applicable, the registration number of each trademark at issue.

(ii) Identification of the material that you claim infringes the trademark or copyright, as well as information regarding the location of the allegedly infringing materials (e.g., the URL for the web page on which the content appears).

(iii) A statement that you have a good faith belief that allegedly infringing material is not authorized to be used by other than the trademark or copyright owner.

(iv) A statement representing that: (a) the trademark or copyright owner has done an investigation of the infringement, but has not been able to locate the alleged infringer; or (b) the trademark or copyright owner has contacted the alleged infringer who has refused to comply with the trademark owner's requests.

(v) The following statement: "I represent that the information in this statement is true and correct and that I am the owner of the trademark or copyright or authorized to act on behalf of the trademark or copyright owner."

(vi) Your contact information including your address, telephone number and e-mail address. If you are not the owner of the trademark or copyright that has been allegedly infringed, please describe your relationship to the trademark or copyright owner.

(vii) Your physical or electronic signature.

b. Procedure to Supply a Counter-Notice to the Designated IP Agent. If you are a content provider or user whose material was removed from Ribbon's product offerings or to which access has been disabled from Ribbon's product offerings, and you believe that the material that was removed or to which access has been disabled is not infringing, or that you have the right to post and use such material, in order to have your material reinstated or access to your material reopened, you must first send a counter-notice containing the following information to the Designated IP Agent:

(i) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled.

(ii) A statement that the content provider or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material.

(iii) Your contact information including your address, telephone number and e-mail address.

(iv) A statement that you consent to the jurisdiction of the Federal Court for the judicial district in which your address is located, or if your address is located outside the United States, for any judicial district in which Ribbon is located, and that you will accept service of process from the person who provided notification of the alleged infringement.

(v) Your physical or electronic signature.

Ribbon will respond to all counter-notices and comply with applicable law. Ribbon may, in its sole discretion, send a copy of any counter-notice received by its Designated IP Agent to the original complaining party informing that party that it may replace the removed material or cease disabling it in fifteen (15) days. Unless the trademark or copyright owner files an action seeking a court order against the content provider or user within the fifteen (15) day period and provides Ribbon with evidence of the filing, Ribbon may replace or restore access to the material in question.

Please send all notices and counter-notices to:

Ribbon Labs, Inc.
Attn: Designated IP Agent
2356 California Street #3
San Francisco, CA 94115

12. Ribbon Trademarks.

RIBBON, RIBBON (Stylized), R Design, MAP YOUR FUTURE, FUTURE GRAPH, RIBBON GRAPH, TIMEMAP, WHERE ARE YOU GOING?, GO PLACES, FRIENDPIN, EVENTPIN, and STOP LIVING IN THE PAST are all trademarks, service marks and trade dress of Ribbon in the U.S. and other countries (the "Ribbon Marks"). Trademark law requires that Ribbon not only protect against improper use of the Ribbon Marks, but also protect against use of confusingly similar marks. You may not use any of the Ribbon Marks without Ribbon's prior written consent. Any permitted use of the Ribbon Marks is subject to Ribbon's policies, including, but not limited to, these Terms of Use and the Privacy Policy.

13. Indemnity.

You agree to indemnify, defend, and hold harmless Ribbon, its parents, subsidiaries, affiliates, suppliers, licensors, officers, directors, employees and agents (collectively, the "Ribbon Parties") from and against all losses, costs, actions, claims, damages, expenses (including attorneys' fees actually incurred) that arise out of or relate to (i) your access to or use of the Service, (ii) your violation of these Terms of Use (including without limitation any Ribbon policy or guideline), (iii) any products or services purchased or obtained by you in connection with the Service, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Ribbon reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Ribbon and you agree to cooperate with Ribbon's defense of these claims. You agree not to settle any matter that involves Ribbon without the prior written consent of Ribbon. Ribbon will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14. Disclaimer of Warranties; Limitation of Liability.

You agree to release Ribbon from all liability relating to your connections and relationships with other users. In no event shall Ribbon be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Service, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through the Service. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through the Service, particularly if you decide to meet such individuals in person.

EACH OF THE PARAGRAPHS BELOW IN THIS SECTION 14 ONLY APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING IN THIS SECTION 14 IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

THE SERVICE, AS WELL AS ALL RIBBON AND USER CONTENT, IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. RIBBON MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, OR THE CONTENT.

THE RIBBON PARTIES MAKE NO CLAIM OR PROMISE WITH RESPECT TO ANY THIRD PARTY MAKING USE OF THE SERVICE OR WITH WHOM OR WITH WHICH YOU MAY COMMUNICATE WHILE USING THE SERVICE, INCLUDING OTHER USERS. IN ADDITION, YOU ACKNOWLEDGE THAT RIBBON DOES NOT IN ANY WAY SCREEN USERS NOR DOES IT INQUIRE INTO THE BACKGROUND OF USERS OR ATTEMPT TO VERIFY THEIR BACKGROUND OR STATEMENTS. ACCORDINGLY, THE RIBBON PARTIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE ACTIONS OF ANY THIRD PARTY AND YOU HEREBY RELEASE US FROM ALL SUCH LIABILITY, INCLUDING LIABILITY IN ANY WAY RESULTING FROM COMMUNICATIONS OR MEETINGS WITH USERS OR PERSONS YOU MAY MEET THROUGH THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK

THE RIBBON PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY RIBBON OR THIRD PARTIES THROUGH THE SERVICE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE RIBBON PARTIES SHALL CREATE A REPRESENTATION OR WARRANTY.

THE RIBBON PARTIES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS OF USE IS LIMITED TO $500.

IN NO EVENT SHALL THE RIBBON PARTIES BE LIABLE TO YOU FOR (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES; (ii) LOSS OF REVENUE OR ACTUAL OR ANTICIPATED PROFITS; (iii) BUSINESS INTERRUPTION; (iv) REPUTATIONAL HARM; OR (v) LOSS OF INFORMATION, DATA OR GOODWILL.

15. Termination.

You may terminate these Terms of Use at any time by closing your account, discontinuing your use of the Service, and clicking on the "delete account" link on your Account settings page within the Site. Please review Ribbon's Privacy Policy for information about what Ribbon does with terminated accounts.

Ribbon may, without any notice to you, close your account or prohibit you from using the Service or both for any reason in its sole discretion. You hereby release the Ribbon Parties for any loss or damage suffered by you relating to Ribbon's termination or restriction of access to your account.

In the event of any termination, whether by you or Ribbon, all provisions of these Terms of Use which by their nature should survive termination shall survive termination, including without limitation, provisions relating to ownership, disclaimers of warranty, indemnity, limitations of liability, choice of law, disputes and miscellaneous matters.

16. Choice of Law.

These Terms of Use, as well as any claim, cause of action or dispute that might arise between you and Ribbon shall be governed by and construed in accordance with the laws of: (i) the State of Delaware, without regard to its principles of conflicts of laws; and (ii) the United States of America.

17. Disputes.

For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to this Section 17.

You and Ribbon agree that any cause of action arising out of or related to these Terms of Use or the Service must commence within one (1) year after the cause of action arose. If any cause of action is not brought within this one (1) year period, then the cause of action will be permanently barred.

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

If Ribbon or any of the Ribbon Parties takes any action to enforce these Terms of Use, such parties will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorneys' fees and the costs of litigation, in addition to any other relief, at law or in equity, to which such parties may be entitled.

18. Miscellaneous.

To the extent any translated version of these Terms of Use provided to you by Ribbon conflicts with the English version, the English version controls.

These Terms of Use contain the entire agreement between you and Ribbon regarding the Service, and supersede any prior agreement between you and Ribbon relating to its subject matter.

Any failure by you or Ribbon to exercise or enforce any right or provision of these Terms of Use does not constitute a waiver of such right or provision.

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable.

You may not assign or transfer in any way any of your rights or obligations under these Terms of Use without Ribbon's prior written consent. Ribbon may assign or transfer in any way its rights and obligations under these Terms of Use without restriction.

Unless otherwise specified in these Term of Use, all notices under these Terms of Use 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.

Ribbon reserves all rights not expressly granted to you under these Terms of Use.

19. Contact.

Any questions regarding the Service or these Terms of Use may be sent to the following email or mailing address:

Ribbon Labs, Inc.
Attn: Questions
2356 California Street #3
San Francisco, CA 94115
info@ribbon.me