Terms of Service
Last updated: 09/12/18
Welcome to Textile. Please read these terms of service (these “Terms”) carefully as they form a contract between you and We Are Set, Inc, a Delaware corporation (Textile, “we”, “us”, or “our”), that governs your access and use of (i) the web verification and encryption solution software provided by Textile (the “Software”); (ii) the Textile websites at textile.io and textile.photos (the “Site”); and (iii) any written or electronic use or features guides or other documentation provided or made available by Textile (the “User Guides”) (collectively the “Service(s)”).
By registering or using any of the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Textile that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization). You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Textile and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning this Agreement, please contact firstname.lastname@example.org.
Please note that Textile does not provide warranties for the Services. This contract also limits our liability to you and contains an arbitration provision and a class action waiver. See Sections 14 (NO WARRANTY), 16 (LIMITATION OF LIABILITY) and 19 (ARBITRATION) of these Terms for details.
1. ABOUT THE SERVICE¶
The Service offers verification and authentication services and encryption services for users of photos and other personally collected data. The Service provides a private data storage system ("Storage") for users to maintain remote copies of their privately encrypted data. Storage is managed on IPFS (https://www.ipfs.io/) nodes running on a user's personal device. The Service allows users to sync encrypted copies of their data privately with other devices. The service also allows users to create groups of multiple people who all use a shared encryption key to post, comment, and interact with encrypted photos and other data shared by group members ("Sharing" and "Threads"). Copies of data will be cached, on voluntary IPFS peers on the network including peers hosted by Textile, whenever a user shares data in a group Thread. Cached copies of shared data will be encrypted with keys only available to Thread members and so not readable by anyone else on the network.
2. CHANGES TO THESE TERMS¶
We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on the Site. Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If, in our sole discretion, we deem a revision to these Terms to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via the Site. Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don’t agree to any of the changes, we’re not obligated to keep providing the Service to you, and you must cancel and stop using the Service.
3. ACCESS TO THE SERVICE¶
You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.
4. YOUR ACCOUNT¶
To obtain access to certain Services, you may be required to obtain an account with Textile (become a “Registered User”), by completing a registration form and designating a user ID and password. Until you apply for and are approved for an account your access to the Service will be limited to the areas of the Service, if any, that Textile makes available to the general public. When registering with Textile you must: (a) provide true, accurate, current and complete information about yourself as requested by the Service’s registration form (such information being the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Textile may deny approval or withdraw such approval at any time in its sole discretion, with or without cause.
Only you may use your Textile account. You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf, unless we provide an approved mechanism for such use. Textile will not be liable for any loss or damage arising from any unauthorized use of your accounts.
You represent and warrant that none of the following infringe any intellectual property, publicity or other proprietary rights: your provision of Your Content to us, your causing Your Content to be posted using the Service, and use of any such content (including of works derived from it) by us, other users of the Service, or others in contract with us that is done in connection with the Service and in compliance with these Terms.
You acknowledge and agree that we may access or disclose information about you or any other information or data collected, stored or processed on our servers, including Your Content, if required to do so by law or in the good-faith belief that such action is necessary to: (a) comply with any law, regulation, legal process or lawful governmental requests; (b) protect the rights or property of Textile or our customers, including the enforcement of our agreements or policies governing your use of the Service; or © act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Textile employees, customers, or the public.
We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching these Terms.
6. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION¶
By registering for the Service, you understand that we may send you communications or data regarding the Services, including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; and © promotional information and materials regarding Textile’s products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
8. SUSPENSION AND TERMINATION OF USE OF THE SERVICE¶
We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Textile to have legal liability or disrupt others’ use of the Services; © the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) any actual or suspected effort by you to circumvent Textile’s security or encryption; or (f) unplanned technical problems and outages. If, in Textile’s determination, the suspension might be indefinite and/or Textile has elected to terminate your access to the Service, Textile will use commercially reasonable efforts to notify you through the Service and/or by email to the email address associated with your account. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to Your Content that is stored with the Service.
9. ACCEPTABLE USE¶
You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or Textile. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any data mining, robots, or similar data gathering and extraction tools; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by Textile) to access or use the Service;. In addition, you promise that you will not and will not encourage or assist any third party to:
Textile reserves the right, in its sole discretion, to deactivate, change and/or require you to change your Textile user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services for any reason or for no reason. Textile may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Your Content.
9. UPDATES TO THE SERVICE¶
Textile reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop the Service altogether.
If you receive Software from us, its use is governed in one of two ways: If you’re presented with license terms that you must accept in order to use the Software, those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Software.
We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software.
Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.
The Software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Software or Service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. You represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.
11. THIRD PARTY SERVICES AND CONTENT¶
All transactions using the Services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, Textile is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Textile shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services.
12. TEXTILE PROPRIETARY RIGHTS¶
As between Textile and you, Textile or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Textile. In the event that you provide comments, suggestions and recommendations to Textile with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, “Feedback”), you hereby grant to Textile a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.
14. NO WARRANTY¶
TEXTILE PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEXTILE MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT YOUR CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You hereby acknowledge and agree that this disclaimer of warranties is a fundamental part of the agreement between you and Textile contained in these Terms and that Textile would not agree to enter these Terms or allow you access or use the Service without such disclaimers.
You will defend Textile against any cost, loss, damage, or other liability arising from any third party demand or claim that any Your Content, or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Textile’s actions); or (b) violates applicable law or these Terms. Textile will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
16. LIMITATION OF LIABILITY¶
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TEXTILE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF TEXTILE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF TEXTILE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO FIFTY DOLLARS ($50.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW. You acknowledge that the foregoing limitations are an essential element of the agreement between you and Textile and that in the absence of such limitations the terms and conditions set forth in these Terms would be substantially different.
17. ARBITRATION; CLASS ACTION WAIVER¶
Introduction. This Section 17 includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.
Informal Process First You agree that in the event of any dispute between you and Textile, you will first contact Textile and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
17.3 Arbitration Agreement¶
After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Textile’s services and/or products, including the Service, or relating in any way to the communications between you and Textile or any other user of the Service, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Textile. However, this arbitration agreement does not (a) govern any Claim by Textile for infringement of its intellectual property or access to the Service that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual you may opt out of this arbitration agreement within thirty (30) days of the first date you access or use this Service by following the procedure described below.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Textile are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to Textile, Inc., Attn: President, 85 Broad St., 18th Floor - NY, NY 10004. The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA's Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA's Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879.
The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language and California law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. If you are an individual and have not accessed or used the Service on behalf of an entity, we will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.
If you do not want to arbitrate disputes with Textile and you are an individual, you may opt out of this arbitration agreement by sending an email to [email@example.com] within thirty (30) days of the first date you access or use the Service.
CLASS ACTION WAIVER
- Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.
If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and Textile each waive any right to a jury trial and each submit to the exclusive jurisdiction of the federal courts located in San Francisco, California.
We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to firstname.lastname@example.org, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Textile, Attn: President, 206 Jackson Street. Sunnyvale, CA 94086, USA. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.
19.1. Severability; Entire Agreement These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.
Assignment and transfer We may assign, transfer, or otherwise dispose our rights and obligations under these Terms, in whole or in part, at any time without notice. You may not assign these Terms or transfer any rights to use the Service.
Independent Contractors; No third-party beneficiaries Textile and you are not legal partners or agents; instead, our relationship is that of independent contractors. These Terms are solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
Claims You must bring any claim related to these Terms or the Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn’t filed in time, the claim is permanently barred.
Waiver The failure of you or Textile to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of your right or Textile’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
Government Use If you are a U.S. government entity, you acknowledge that any Software and User Guides that are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
20. COPYRIGHT COMPLAINTS AND REMOVAL POLICY¶
We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat offenders.
DMCA Take-Down Notices¶
If you are a copyright owner or an agent thereof and believe, in good faith, that any materials on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C. 512) (the “DMCA”) by sending the following information in writing to Textile’s designated copyright agent at [email@example.com]:
- (a) The date of your notification;
- (b) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- © A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- (d) A description of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to enable Textile to locate the material;
- (e) Information reasonably sufficient to permit Textile to contact you, such as an address, telephone number and/or email address;
- (f) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- (g) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The failure to send proper notification pursuant to the DMCA may result in our taking incomplete or no action with respect to the allegedly infringing material described in such improper notification, and under some circumstances may even result in liability to the person(s) submitting such improper notifications.
If you believe that your content that has been removed from the Service is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:
- (i) Your physical or electronic signature;
- (ii) A description of the content that has been removed and the location at which the content appeared before it was removed;
- (iii) A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
- (iv) Your name, address, telephone number and email address, a statement that you consent to the jurisdiction of the federal court in the Northern District Court of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Textile copyright agent, Textile may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or user, the removed content may (in Textile’s discretion) be reinstated on the Service within 10 to 14 business days after receipt of the counter-notice.
21. INTELLECTUAL PROPERTY NOTICES¶
All contents of the Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © Textile, and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.
Textile and the Textile logo are including without limitation, either trademarks, service marks or registered trademarks of Textile, Inc., and may not be copied, imitated, or used, in whole or in part, without Textile’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
Textile may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.