Terms of Service
Welcome to TurnCage. These Terms of Services (the “Terms”, or “TOS”) in addition to our Policies are a contract between TurnCage, Inc. (“TurnCage”, “We”, “Our”, or “Us”) and You (“You” or “Your”) and govern Your use of the Services We offer, unless We have a custom agreement in place that references different terms. As such, please read these Terms and our Policies (collectively, “Agreement”) carefully.
Your use of the Platform, Core Services, Add-On Services, toolbars, widgets, applications or distribution channels from which We may operate, and Your use of any of Our Services, further described in Section 2 below (including without limitation the software, programs, code, technology, offerings, tools, plug-ins, components, upgrades, updates and all related applications, available now or in the future, collectively Our “Services”), whether such Services are accessed through the Site or via another point of access to Our Services, are subject to and conditioned upon Your assent to and compliance with the Agreement.
BY ACCESSING THE PLATFORM AND/OR USING THE SERVICES, YOU CONFIRM AND ACKNOWLEDGE THAT (1) YOU HAVE READ THE AGREEMENT, (2) YOU UNDERSTAND ITS CONTENT (3) YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT, INCLUDING SECTION 3 “CHANGES”, OF THESE TERMS AND (4) YOU HAVE THE LEGAL AUTHORITY TO BIND YOURSELF BY THE LAWS OF YOUR JURISDICTION, OR, IF APPLICABLE, THE BUSINESS ENTITY YOU REPRESENT. IF YOU ARE NOT AUTHORIZED NOR DEEMED BY LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THIS AGREEMENT.
If You do not agree to be bound by the terms and conditions of this Agreement, do not use or access the Platform or use any of the Services. Use of the Platform or Services is void where prohibited.
A. Services Description
We provide various website solutions and products, including but not limited to the following, each included as part of the Services that We offer:
- “Platform Services” also referred to as the “Platform” which means, collectively:
- The “TurnCage Website Builder”: the software that allows You and Your Clients to build Sites;
- The Mobile Website Builder; and
- the “TurnCage API” (application programming interface for the TurnCage Website Builder).
- “Core Services”, including but not limited to the ability to build and maintain multiple sites assigned to Your account (“Sites”) for You and, if applicable, any of Your customers (“Your Clients”) that have created, or established websites through the Platform through Your account “(Client Sites”).
- “Add-On Services”, including but not limited to:
- eCommerce functionality: A payment solution provided by TurnCage to allow Your Clients to sell products and services to their website visitors (“End Users”). Any use of TurnCage of eCommerce shall be governed by the terms and conditions located https://www.turncage.com/legal/ecommerce (“eCommerce Agreement”). You agree that by activating TurnCage eCommerce, You agree to the terms and conditions of the eCommerce Agreement.
- Site comments and related client permissions: “Site Comments” is a collaboration tool that allows users to provide feedback on a Site through comments on the Site.
- Client Billing: a service provided by TurnCage to facilitate and enable receiving payments from Your Clients (“Client Billing”). Any use of Client Billing shall be governed by the terms and conditions located at https://www.turncage.com/legal/client-billing-terms
- Simple Editor: TurnCage’s basic editor that does not include certain advanced functionality such as e-commerce, blogging, or widgets (“Simple Editor”). The functionality of Simple Editor and the related sites are subject to change as additional simplified features are developed and released.
- Additional Terms: TurnCage may, from time to time, add additional Add-On Services that may include expressly designated terms related to such additional Add-On Services (“Additional Terms”). You acknowledge and agree that by engaging a new Add-On Service, You agree to any Additional Terms that may apply. TurnCage is under no obligation to send a Change Notice for any Additional Terms. Instead, We encourage You to check these Terms when new Add-On Services are added to Your account.
“TurnCage Apps”, including but not limited to services or functionality offered through applications available on the TurnCage App Store (a platform providing access to applications and services developed by a third party). Unless provided directly by TurnCage (e.g. membership), such services and functionality will be governed by the terms of service set forth therein, including but not limited to the pricing and term for which such services or functionality will be offered and/or available. In the event You terminate the Services hereunder, You will no longer be able to access services or functionality offered through the TurnCage Apps and may be required to continue to pay for the TurnCage Apps through the end of the applicable term.
TurnCage offers a website builder for you and your clients, the ability to publish and maintain multiple sites, and various add-on services to facilitate your TurnCage websites. TurnCage continues to add products and services based on your needs, and any new additions may have additional terms, which we will update here, so you should check these terms before adding anything new. For your convenience, we also offer third party apps through TurnCage’s app store that you may use to enhance your sites. TurnCage is not responsible for any third party apps, because they are governed by a separate agreement between you and the app owner.
B. Services Use
You may use the Services for Your personal use or internal business use in the organization that You represent, so long as You are in compliance with all provisions of this Agreement. It is Your obligation to ensure that You fully comply with all applicable laws, regulations and directives with regard to the use of the Platform and the Services.
If you use our services, make sure you comply with these terms and all applicable law.
C. Service Changes and Limitations
We reserve the right to stop offering and/or supporting all or part of the Platform or the Services at any time either permanently or temporarily, at which point Your right to use the Platform and the Services or any part of them will be automatically terminated or suspended. If that happens, unless applicable law requires otherwise, We are not required to provide refunds, benefits, or other compensation to You in connection with discontinued elements of the Platform or Services.
WE MAY, IN OUR SOLE DISCRETION, LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE YOUR ACCOUNT, YOUR SITES, ANY OF YOUR CLIENT’S SITES, ACCESS TO THE SERVICES OR ANY PORTION OF THEM; PROHIBIT ACCESS TO OUR SERVICES AND PLATFORM, AND OUR CONTENT, SERVICES, AND TOOLS; OR DELAY OR REMOVE HOSTED CONTENT, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR RESULTS.
We may make changes to our Services at any time.
TurnCage may make changes to the Terms at any time. From time to time, TurnCage may amend this Agreement by posting updated versions at http://www.turncage.com/terms in accordance with this Section 3 “Changes.”
If any changes to the Terms materially impact Your rights, TurnCage shall notify You of such changes 3 days before the changes shall be implemented (“Notice Period“) via one of the following methods (each, a “Change Notice“) (i) an email notification, (ii) communication via the Platform and/or (iii) a notification on the TurnCage website. Each Change Notice is considered sufficient notice to allow modification of these Terms.
If You do not agree to any modification, Your sole recourse will be to terminate the Agreement before the expiry of the Notice Period. All modifications to the Agreement shall become effective immediately following the Notice Period. By using the Services after TurnCage has updated the Terms and the Notice Period has expired, You agree to all the updated Terms.
TurnCage may make changes to these terms by providing notice to you. If you don’t agree with the changes, you may terminate the agreement and you must stop using the services.
4. TURNCAGE’S LICENSE TO YOU
A. Platform License
Subject to the provisions of these Terms, We hereby grant You a non-exclusive, non-transferable, limited license to use the Platform during the Term solely to create Sites as contemplated by these Terms, with the right to sub-license the same only to the extent necessary to permit You and Your Clients to access and use the Platform Services as contemplated by the Agreement (the “License”).
The Services, Platform, Marks and related intellectual property are the copyrighted intellectual property of TurnCage and may not be redistributed, repackaged or used in any fashion other than as explicitly allowed by these Terms. Any violation of this License may result in suspension or termination of Your account and You may be refused any and all current or future access to and use of the Services. The Platform and all other TurnCage intellectual property is subject to this License.
You acknowledge that Our Platform and the Services, including without limitation the Software, the trademarks, service marks and logos contained on the TurnCage website (“Marks”), are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws and international conventions. TurnCage and its licensors solely own the Platform, Marks, and all right, title and interest in and to all copyrights, patent rights, trademark rights, trade secret rights and other intellectual property rights embodied therein, including derivations, modifications, and improvements thereto and all such rights (“TurnCage Content”), are reserved by Us and Our licensors.
You and, if applicable, Your Clients, will not have any rights to the Platform or TurnCage Content except for the License set forth herein. You acknowledge and, if applicable, will cause Your Clients to acknowledge that no license or other right of any kind is granted to You or Your Clients except as expressly provided in these Terms, and that all rights not specifically licensed under these Terms are reserved to TurnCage.
Links to our PlatformSubject to the terms of this Agreement, We grant to You and, if applicable, Your Clients a nonexclusive, non-transferable, non-sublicensable right to display on Your Sites and/or Your Client Sites a link to Our homepage, as long as You or Your Clients use complies with Our Trademark and Usage Guidelines. All use of and goodwill associated with the Marks shall inure to Our benefit.
We own all rights to our technology and content. You may use it as long as you comply with these terms. You can reference us if you comply with our Trademark and Usage Guidelines.
5. CONTENT & FEEDBACK
A. Ownership of Your ContentAs between You and Us, We do not own nor do We claim ownership of the content submitted to be included in and/or displayed on Sites (“Your Content”). Your Content includes, but is not limited to: information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials included on any Site You or Your Clients create via the Service.
You are responsible for all of Your Content that is uploaded, posted, transmitted or otherwise made available via Our Services. We do not control Your Content or any Content You or Your Clients post via Our Services and You are responsible for any such Content that may be lost or unrecoverable through use of the Services. You are responsible for archiving and backing up Your Content regularly and frequently.
B. License to Your Site ContentBy accessing the Platform or using a Service, You hereby grant to TurnCage a world-wide, royalty-free, transferrable, sub-licensable and non-exclusive license to use, reproduce, modify, adapt and publish Your Content for the purpose set forth in the Agreement, including but not limited to, displaying, distributing and promoting Your Sites, sharing or promoting TurnCage or a Service, and storing it on Our servers and, where necessary, will cause Your Clients to grant TurnCage this license. This license exists only for as long as You continue to be Our client and shall be terminated only upon receiving written notice from You.
C. Your FeedbackAny feedback You may provide TurnCage, including without limitation, images, words, ideas, knowledge, techniques, marketing plans, information, questions, answers, suggestions, emails comments, and the like shall be considered non-confidential and non-proprietary. In providing this material, You authorize Us to use it and any images, developments or derivatives thereof, according to Our needs as determined in Our sole discretion, including for public relations and promotion of the Site and the Services in the online and offline media, and all without requirement of any additional permission from You or the payment of any compensation to You. You also agree that (i) by submitting unsolicited ideas to Us or any of Our representatives, You automatically forfeit Your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to Us or any of Our employees or representatives automatically become the property of TurnCage. You hereby assign and agree to assign all rights, title and interest You have in such feedback and ideas to TurnCage together with all intellectual property rights therein.
D. Publicity/Case StudyYou authorize TurnCage to Your name, logo and/or trademark in connection with TurnCage’s promotional materials and marketing activities. Any press release or other announcement will only be issued upon prior approval by both You and TurnCage.
You agree that TurnCage may devise a case study of Your use of the Services and may use such case-study for marketing of its services to third parties. You will provide reasonable assistance in preparation of such a case study. We agree to provide You with access to the results of such case-study.
TurnCage does not own any rights to any content that is added to your sites, which you are responsible for. We can use the content in order to provide these services. If you provide us with suggestions or ideas, we may use that feedback to improve our services.
6. REGISTRATION AND ACCOUNT MANAGEMENT
Some functions of the Services require registration, and as part of the process You will be requested to provide certain information, including among others: Your name, email address, physical address, company name, field of business and website URL (“Registration Data“).
By using the Services, You agree to:
- Provide true, accurate, current and complete Registration Data that you maintain and promptly update to ensure its accuracy;
- Maintain the security and confidentiality of Your password and any other security or access information used by You to access the Platform or Services;
- Certain users with special admin privileges may make changes to Your Sites or the Services, including Transfer of Accounts and Sites described below. You are solely responsible for ensuring Your users with such admin privileges are authorized to take such actions.
- Refrain from an Account Transfer without Our prior written consent (for more information, please see the “Transfer of Accounts and Sites” sub-section below);
- Refrain from impersonating any person or entity or misrepresenting Your identity or affiliation with any person or entity, including using another person’s username, password or other Registration Data; and
- Immediately notify Us in writing if You become aware of any loss, theft or use by any other person or entity of any of Your Registration Data in connection with the Platform, Your Sites, or the Services or any other breach of security that You become aware of.
You represent that any communications and all other activities through use of Your Registration Data were sent or authorized by You, and You agree and understand that You are fully responsible for all activities that occur under Your Registration Data.
A. Transfer of Accounts and Sites
You may transfer Your Site(s) to another person through the Platform (“Site Transfer”). If You want to transfer Your account to another legal entity (“Account Transfer”) please contact TurnCage Support.
Please note that:
- You may only request Site Transfers or Account Transfers for Sites/Accounts which You are the legal owner and/or holder of rights to, which TurnCage may confirm using its own methods (e.g. confirming Your administrative privileges on the account);
- Account Transfers are subject to Our sole discretion and written approval. Under no circumstances shall TurnCage be obliged to comply with such request;
- Under no circumstances shall TurnCage act as an intermediary, arbiter, or adjudicator between You and any third party. If Your transfer request affects third parties, such in cases where accounts and/or Sites are managed by You on behalf of third parties (e.g. Your Clients), We may ask for, and Your request may be subject to, such third parties’ consent, although We are under no obligation to obtain such consent.
- Any Account Transfer is subject to the transferee entering into a substitute legal agreement with Us and accepting any terms, policies, guidelines and requirements as We may deem applicable, at Our sole discretion.
- Sites with ‘Site for Life’ status are non-transferrable.
TurnCage shall not be liable for any claims, suits, liabilities, damages, losses, costs or expenses of any nature whatsoever arising out of or in connection with Your Site Transfers and/or Account Transfers. You shall hold TurnCage harmless from any and all claims, suits, proceedings, by any third party, and indemnify TurnCage from any and all fines, costs, expenses (including reasonable attorney’s fees), losses or damages, arising from or connected to any Account Transfer and/or Site Transfer. For the purposes of clarity, TurnCage shall not be liable for disputes between You as the Account owner and other members of Your team or Your Clients that may own Sites built through the Platform. For more information, see Section 11 Release and Disputes with Others.
You can transfer your Sites through the Platform, so make sure to be careful who to give those privileges to on your team. If you want to assign your entire account to another entity, you will need our permission, as well as proof of ownership, so please contact us.
7. PRIVACY AND DATA PROTECTION
To the extent Personal Data from the EEA, the United Kingdom, Switzerland, or California are processed by TurnCage, the terms of the Data Processing Agreement located at https://www.turncage.com/legal/privacy/dpa are hereby incorporated by reference and shall apply if and to the extent that such Personal Data is Processed.
For the purposes of this Section 7 “Privacy and Data Protection,” capitalized terms not defined herein shall be as defined in the DPA.
By using the Services You hereby represent and warrant that:
- To the extent applicable, You will comply with the DPA at all times.
- You shall provide TurnCage only with Personal Data that is required for TurnCage’s Services under this Agreement and not request or require that TurnCage Process Personal Data in any way that would violate applicable Data Protection Laws.
- Notwithstanding the forgoing, You are strictly prohibited from uploading to and/or using the Services in connection with Personal Data which constitutes Personal Health Information or which is considered sensitive and/or restricted in nature under applicable Data Protection Laws (“Prohibited Data“), including but not limited to: genetic or biometric data, data concerning health, data concerning a person’s sex life or sexual orientation, Social Security Number or other similar government identifier, financial data (including but not limited to credit card information, credit rating information etc.); and/or information pertaining to minors under 16 years of age.
A. Your obligation to Your Clients and Site Visitors:
You acknowledge that TurnCage shall not be responsible or liable to You, Your Clients or End Users for any of Your or Your Clients breaches of applicable law.
TurnCage does not have a relationship with your clients or site visitors, so we’re not responsible for how you handle their information.
B. TurnCage’s Privacy Obligations.
TurnCage shall be entitled to use the Personal Data for statistical and financial purposes; provided, however, that any personal attributes shall be removed from such data or otherwise if such is maintained on an aggregated basis.
TurnCage implements appropriate technical and organizational measures to ensure a level of security of Personal Data, appropriate to the risk, as deemed appropriate by TurnCage.
TurnCage was certified under the EU-U.S. Privacy Shield Framework (“Privacy Shield”), before the Privacy Shield was invalidated by the European Court of Justice in 2020. For any information that TurnCage collected under the Privacy Shield TurnCage will continue to apply the same level of protection of such information. TurnCage will only retain Personal Data for as long as Services are provided to You in accordance with this Agreement or as otherwise permissible under applicable laws. Following expiration or termination of the Agreement, TurnCage will delete or return to You all Personal Data in its possession as provided in the Agreement except to the extent TurnCage is required by applicable law to retain some or all of the Personal Data (in which case TurnCage will implement reasonable measures to prevent the Personal Data from any further Processing). The terms of this agreement will continue to apply to such Personal Data.
8. PRICING, PAYMENTS, REFUNDS AND TAXES
By using the Services, You agree to pay all associated set-up and subscription fees that You agree to upon sign-up (“Services Fees”) with the credit card You are authorized to use and enter upon sign up, which You authorize TurnCage to charge for the Services Fees (“Authorized Card”). You must have an Authorized Card on file at all times to access the Services. Failure to maintain an Authorized Card may result in termination of Your Account or Sites. Your Authorized Card will be charged within 7 days of sign up, and each month thereafter until termination.
You understand and agree that if You elect to download TurnCage Apps from the TurnCage App Store, the fees for these TurnCage Apps will be billed separately in accordance with the terms and conditions of the applicable TurnCage App.
If, for any reason, We are unable to process any charge or payment, You agree that You are responsible for providing an alternate form of payment or payment arrangement and You are responsible for any resulting processing fees and/or late fees that may be incurred. You understand and agree that We will charge all Services Fees that are due or past due (including from previous billing periods) and all expenses that are due or past due (including from previous Billing Period and including any expenses related to the failure of Your original payment method) and all late fees incurred to the alternate payment method. You expressly authorize these charges.
You are and shall be fully responsible for the payment of any taxes that apply to Your use of the Services.
We will charge the credit card you use when you sign up to pay for the Services and taxes based on the plan you choose. If You Purchase TurnCage Apps, or third party services, those will be billed separately. If you change credit cards, please update Your info with us as soon as possible.
A. Auto-renewalIn order to ensure that You do not experience any interruption or loss of services due to the lapse of any particular subscription period, the Services operate with automatic renewal, on a recurring-fees basis (except where explicitly stated otherwise). Accordingly, where applicable, TurnCage will attempt to automatically renew the applicable Services for a renewal period equal in time to the original subscription period for such Service, and automatically charge You the applicable fees using Your Authorized Card.
TurnCage reserves the right to establish the price for every Service We offer. We may change the price of any Service at any time, in Our sole discretion. We reserve the right to charge a price for a Service that was previously offered for free. If We decide to increase the price of Service for which You are subscribed, We will make every effort to communicate this pricing change to You via email. We do not need to notify You if We decide to raise the price of a Service for which You are not subscribed.
To prevent interruptions, we automatically renew our services at the end of the subscription period, unless you cancel your plan through the Platform. Prices may change so please pay attention to any notifications we send via email.
B. Late FeesIf We do not receive Your full and complete payment by the due date, We may charge You a late fee on the unpaid balance and may also terminate or suspend Your Service. The fee will be calculated at the maximum percentage permitted by applicable law, not to exceed 1.5 percent per month. In the event We utilize a collection agency or resort to legal action to recover an unpaid balance, You agree to reimburse Us for all expenses incurred to recover such unpaid balance, including reasonable attorneys’ fees and costs. If You fail to pay on time and We refer Your account(s) to a third party for collection, a collection fee will be assessed and will be due at the time of the referral to the third party.
You may be subject to late fees if we don’t receive payment on time.
C. Custom Domain Transfer
Free custom domain provided by TurnCage are subject to the following.
1. Domain Provider Transfer Fee
a. Within the first 12 months of service: $199
b. Within the first 24 months of service: $99
c. After 24 months of service: Free
a. If you choose to transfer your domain within the first 12 or 24 months of service, the applicable transfer fee will be billed to your authorized credit card or chosen payment method.
b. After the initial 24-month period, if you transfer additional domains, the activation will be free.
a. You are responsible for the payment of any taxes that apply to your use of the Services, including the domain provider transfer fee.
Changes to Fees:
a. TurnCage reserves the right to change the transfer fee amounts at any time, in its sole discretion.
b. We will make reasonable efforts to communicate any pricing changes to you via email.
9. USER CONDUCT
In connection with Your use of the Site and the Services, You agree to abide by all applicable local, state, national and international laws and regulations. You must not, nor allow or facilitate a third party to, violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others, Our Policies or the operational or security mechanisms of the Services, and without limiting the foregoing:
You may not use (i) the Sites, (ii) the Services, or (iii) any TurnCage Content or Your Content (collectively, “Content”) to:
- promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities as determined by Us at Our sole discretion, including without limitation deceptive impersonation, in connection with contests, pyramid schemes, surveys, chain letters, junk e-mail, spamming, phishing or any duplicative or unsolicited messages (commercial or otherwise);
- interfere with the access, use or enjoyment of the Platform or the Services by others (including without limitation causing greater demand on the Services than is deemed by Us reasonable, attacks such as to harass or defame others; or promote hatred towards any group of people);
- harvest or otherwise collect non-public information about another user obtained through the Site or the Services (including without limitation email addresses), without the prior written consent of the holder of the appropriate rights to such information;
- use any Content except for the intended purposes of the Services, subject always to the terms of the Agreement;
In addition, You may not:
- alter, modify, delete, forge, frame, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise any part of the the Services, any TurnCage Content, or features;
- access or attempt to access any of Our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Services;
- decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Services except if and to the extent permitted by applicable law;
- abuse or use any other means to affect or manipulate the Services in general or the prices quoted through the Services; and/or
- Engage in activity or use language that is threatening, abusive, harassing, defamatory, libelous, offensive, profane against any of our customers, users, employees, representatives, or any third party as determined by us in our sole discretion.
We are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any of Your Content. We shall not be liable to You or any third party for Your Content in any way, including, but not limited to, any mistakes, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing uses related to Your Content.
You’re responsible for anything posted on the sites created through our platform. You can’t post content that is harmful, illegal, or exploitative. You must respect our intellectual property.
We may, in Our sole discretion and without liability to You or any third party, suspend or terminate Your account and refuse any and all current or future access to and use of the Services (or any portion thereof). Grounds for such termination may include, but are not limited to, extended periods of inactivity, non-payment, loss, theft or unauthorized use of Your Registration Data, violation of the letter or spirit of this Agreement, violation of the USER CONDUCT guidelines (Section 9), providing content that is inappropriate or offensive in Our discretion, or if We have reasonable grounds to suspect any of the Registration Data that You provided is inaccurate, not current or incomplete.
A. Site Deletion due to InactivityIf You build a Site on the Platform and fail to publish or edit that Site for six months or longer, TurnCage may, at TurnCage’s discretion, delete such Site with or without notice to You.
We can terminate your services for any reason. If you build sites and abandon them for a period of six months, those sites may be deleted.
11. RELEASE & DISPUTES WITH OTHERS
You are solely responsible for Your interaction with Your Clients, the End Users, other users of the Services and other parties with whom You come in contact through Your and their use of the Platform, Sites and Services. We reserve the right, but have no obligation, to monitor and/or manage disputes between You and other users of the Services. If You have a dispute with one or more third parties (including, but not limited to, Your employees, Your Clients, or End Users), You release Us (and Our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
We aren’t responsible nor are we obligated to get involved in any disputes you have with third parties such as your employees, customers, or website visitors. We don’t have a direct relationship with your customers or website visitors, so any complaints from third parties will be handled directly by you.
12. DISCLAIMERS OF ALL WARRANTIES
TURNCAGE’S CONTENT, THE PLATFORM, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT.
WITHOUT LIMITING THE ABOVE, (I) WE MAKE NO WARRANTY THAT THE PLATFORM, YOUR SITES, THE SERVICES OR THE CONTENT WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, ACCURATE, CORRECT, COMPLETE, OR AVAILABLE; (II) WE DO NOT ENDORSE OR APPROVE ANY OF YOUR CONTENT OR CONTENT PROVIDED BY ANY THIRD-PARTY AND DISCLAIM ALL LIABILITY WHATSOEVER THERETO; AND (III) WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF YOUR SITE(S), THE SERVICES, OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, RESULTS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.
Our platform is provided as is and we don’t make any legal warranties regarding the quality of our services.
13. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY (I) USE OR THE INABILITY (FOR ANY REASON) TO USE ANY PART OF THE PLATFORM OR THE SERVICES (INCLUDING WITHOUT LIMITATION THE USE OF ANY CONTENT, INACCURACIES OR ERRORS OF INFORMATION AS A RESULT OF ACCESSING THE PLATFORM OR THE SERVICES), (II) ACTION OR INACTION IN CONNECTION WITH THE AGREEMENT OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR (III) STATEMENTS OR CONDUCT OF YOU OR ANY THIRD PARTY ON THE TURNCAGE WEBSITE OR YOUR SITE, INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS THEREON; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.
All of the above limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between Us and You. You agree that any claim or cause of action arising out of or in connection with the Platform, the Services, the Content or the Agreement must be filed within thirty (30) days after such claim or cause of action arose or be forever barred.
In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, You agree that Our aggregate liability shall not exceed the amount paid by You to Us pursuant to this Agreement.
We won’t be liable for damages unless required by law.
YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL CLAIMS, LIABILITIES, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED) RELATED TO IN ANY WAY TO: (I) YOUR USE OF, ACCESS TO OR RELIANCE ON THE SERVICES OR THE TURNCAGE CONTENT, (II) YOUR CONTENT, (III) YOUR SITES (IV) YOUR CLIENTS’ SITES OR (III) YOUR VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE LAWS OR REGULATIONS.
We will provide You with written notice of such a claim. You will not enter into any settlement or compromise of any such claim without Our prior written consent. We may assume the exclusive defense and control of any matter subject to indemnification by You. In all events, You shall cooperate fully in the defense of any claim.
If someone brings a claim against us related to your use of our services, you will pay the cost of any of our damages and expenses.
15. THIRD PARTY SERVICES
In connection with Your use of the Site or the Services, You may be made aware of services, products, offers and promotions provided by third parties. Portions of the Services provided by third parties shall be subject to such entity’s terms and conditions, and Your use of such entity’s services is subject to and conditioned upon Your acceptance of such additional terms and conditions. If You decide to use such third-party services, You are responsible for reviewing and understanding the terms and conditions governing such third-party services, and acknowledge that the third party is responsible for the performance of such services.
You acknowledge and agree that regardless of the manner in which Third Party Services may be offered to You (bundled with certain TurnCage Services, offered separately by TurnCage or otherwise offered anywhere on the Services), TurnCage merely acts as an intermediary platform between You and the Third Party Services, and does not in any way endorse the Third Party Services, or shall be in any way responsible or liable with respect thereto. TurnCage will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between You and any Third Party Services.
TurnCage’s Services allow You to import or link certain Content hosted on third-party websites into the Services (“Third Party Content”). Third Party Content isn’t owned by TurnCage, and thus if it is no longer available or accessible to a user, then those portions of Your creation that reference such Third Party Content will not work.
TurnCage does not warrant that any Content embedded in a website, either generated via automatic import, or placed manually by You, is licensed for use in Your jurisdiction. You are responsible for ensuring You have the appropriate licenses, usage rights or meet the requirements for Fair Use, and/or other laws and rights in Your jurisdiction, that may be required for using any of Your Content.
TurnCage shall have the right, at any time, at its sole and exclusive discretion to remove any Third-Party Content from the Services and/or disable access to Third-Party Content.
The following restrictions apply to all images made available to You via the Service. You shall not use any image:
- presented together with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party’s trademark or intellectual property rights;
- portraying any person depicted therein (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model:
- in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like;
- in connection with the advertisement or promotion of tobacco products;
- as endorsing a political party, candidate, elected official, or opinion;
- as suffering from, or medicating for, a physical or mental ailment; or
- engaging in immoral or criminal activities.
- as a trademark, service mark, or logo.
While we hope to avoid such instances, TurnCage may, at any time and at its sole discretion, suspend, disable access to or remove from Your account and/or the Services, any Third Party Services – whether or not incorporated with or made part of Your account and/or website(s) at such time – without any liability to You, Your Clients, or to any End Users.
You may see offers from third parties through our service (for example Apps, images, or experts). These third party services are offered for your convenience and we aren’t responsible for them, so please do your own vetting. The third party services are governed by their own terms, which are separate from ours.
16. COPYRIGHTED MATERIALS, INFRINGEMENT NOTICES AND TAKEDOWN
YOU SHALL NOT USE THE SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
We have adopted and implemented a policy, stated below, that provides for the termination in appropriate circumstances of TurnCage users who infringe or are believed to be infringing the rights of copyright holders:
If You believe that any material contained on a Site infringes Your copyright, You should notify this Site’s Designated Agent listed below by mail or email with the following information required under 17 U.S.C. § 512:
1020 15th Street, Denver, CO 80202
Your notice to the Designated Agent should be in English and contain the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; (c) a description of the exact name of the infringing work and the location of the infringing work on the Services; (d) information sufficient to permit Us to contact You, such as Your physical address, telephone number and e-mail address; (e) a statement by You that You have a good faith belief that the use of the material identified in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by You that the information in the notification is accurate and, under penalty of perjury that You are authorized to act on the copyright owner’s behalf.
The Copyright Agent will only respond to any claims involving alleged copyright infringement. Notwithstanding this Section, We reserve the right at any time and in Our sole discretion, to remove content which in Our sole judgment appears to infringe the intellectual property rights of another person.
We respect the IP rights of others. If you suspect copyright violations, please follow these instructions.
17. COMPLAINTS HANDLING; MEDIATION; GOVERNING LAW AND EXCLUSIVE COURTS
A. Internal Complaint HandlingIf You have a complaint regarding Our Services You can lodge Your complaint by emailing [email protected].
We attempt to resolve all complaints as swiftly and as effectively as possible, and try to address any issues raised to the best of Our ability, taking into account the importance and complexity of the issue raised. Once We have reviewed Your complaint, We will communicate to You the outcome of the review.
B. MediationIn case of any dispute which remains unresolved, the parties will first attempt in good faith to negotiate a written resolution of the matter directly. If the matter remains unresolved for sixty (60) days it will be deemed a “dispute” and each party shall first refer the dispute to proceedings under the ICC Mediation Rules, or the JAMS Mediation Rules, as mutually agreed. Unless otherwise agreed to in writing, the parties shall conduct the mediation in Santa Clara County California, USA and select a mutually agreeable mediator. If the parties are unable to agree upon a mediator, the parties agree that ICC or JAMS, as applicable, shall select a mediator from its panels consistent with its mediation rules. The mediation shall be conducted in English and each party shall bear its own fees, costs and expenses. Each party shall designate a business executive to have full and complete authority to resolve the dispute and to represent its interests in the mediation, and each party may, in its sole discretion, include any number of other representatives in the mediation process.
C. JurisdictionThis Agreement will be governed by laws of the State of California without regard to its choice of law or conflicts of law principles. You hereby consent to the exclusive jurisdiction and venue in the courts in Santa Clara County, California, USA, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court.
If you have a complaint about our services, contact [email protected] so we can try to resolve it internally. If that doesn’t work, we will go to mediation. This agreement will be governed by California law.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction. You agree that no joint venture, partnership, employment, franchise or agency relationship exists between You and Us as a result of the use of the Site or the Services.
This Agreement comprises the entire agreement between You and Us, states Our and Our suppliers’ entire liability and Your exclusive remedy with respect to the Site and Services, and supersedes all prior agreements pertaining to the subject matter thereof. If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect.
The section titles in this Agreement are solely used for convenience and have no legal or contractual significance. Any explanation or summary under the “#InPlainEnglish” heading is provided for convenience, and in no way defines any section or legally binds either party.
No provision of the Agreement shall be construed against Us but rather shall be construed in a neutral and fair manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement.
Survival. Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement (including, without limitation, confidentiality, limitation of liability and indemnification) will survive termination or expiration of the Agreement and continue in full force and effect thereafter.
These terms and the polices are the final and complete agreement between us. If one section of these terms is invalid, it doesn’t invalidate the whole agreement. The headings and “InPlainEnglish” sections are for convenience only and are not legally binding.
19. CONTACTING US
If You have any questions about these Terms, please contact Us via email at [email protected]