Effective Date: January 11th, 2019
Slope is owned and operated by TernPro, Inc. (hereinafter "Slope," "we" or "us"), which provides this website and the services, functionality data, information, tools, updates and similar materials delivered or provided by Slope (the "Services") subject to your agreement to and compliance with the conditions set forth in this Terms of Service Agreement (the "Agreement"). This Agreement sets forth the legally binding terms and conditions governing your use of the Services, and the use by the entity on whose behalf you sign up. If you do not agree to these terms and conditions, you may not use the Services. This Agreement applies only to the Services specified here and not to any other products, services, or other offerings from Smartsheet Inc. or its subsidiaries.
As long as you are in compliance with the conditions of this Agreement and all incorporated documents, Slope hereby grants you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access and use the Services and the materials thereon that are intended to be displayed publicly. No rights not explicitly listed are granted.
The following additional terms are incorporated into this Agreement as if fully set forth herein:
While we make reasonable efforts to ensure that the Services remain available at all times, we do not represent or warrant that access to the Services will be error-free or uninterrupted, and we do not guarantee that users will be able to access or use the Services, or their features, at all times. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any part thereof, with or without notice.
The Services may contain typographical errors or inaccuracies, including relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.
Although Slope has the right to review, edit, remove or modify information from or on the Services, it may not screen this material or control the sources of this information, and does not guarantee the accuracy, suitability, completeness, currency, quality, adequacy or applicability of any such information.
You must be over the age of 13 to register an account or use the Services.
When you create an account on behalf of an entity, you represent and warrant that you are authorized by said entity to create the account and to bind the entity to this Agreement and to purchases and orders that may be made through that account.
You are not eligible to use the Services if doing so would violate any U.S. law or regulation, including but not limited to export controls or restrictions.
SUBSCRIPTION AND FEES
As more fully described on the Services, certain elements of the Services may require fees for access.
We may use a third-party payment processor (the "Payment Processor") to charge you through an online account for use of the Software. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor.
You agree to pay Slope, through the Payment Processor, all charges for purchases made by you, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method").
Subject to the fee structure and calculations stated on the Services, fees are due based on the number of billable users in the immediately preceding month and the amount of licensed storage capacity in the immediately preceding month. A user is considered billable if his or her account (with a username and password) is available for login and use at any time during a month. You agree that charges will apply for all billable user accounts including those that have been inactive during a particular month. A user account may not be shared or used by more than one user.
If you wish to cancel, upgrade or downgrade its subscription, you may do so at any time through your account. Any charges incurred prior to cancellation or downgrade are non-refundable. If you upgrade your subscription, you will be charged the difference in your current subscription and the upgraded subscription at that time, and you will be charged the price for the upgraded subscription on an ongoing basis until cancellation. If you downgrade your subscription, you will be charged the reduced price at the beginning of the next term.
We will automatically charge your Payment Method at the end of each month. If you purchase a subscription, it may result in recurring charges to your Payment Method, and you agree that we may charge such amounts until such a time as your subscription expires or you cancel the subscription, depending on the subscription type. WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.
Your account will be considered delinquent if payment in full is not successful when a charge is initiated. Unless specified in an invoice, amounts due are exclusive of all applicable taxes, levies, or duties, and you will be responsible for payment of all such amounts. If you believe that any specific charge under this Agreement is incorrect, in order to obtain a credit, you must contact us in writing within 30 days of invoice date setting forth the nature and amount of the requested correction; otherwise invoices are final.
In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Service and/or terminate this Agreement if your Payment Method is declined or fails and Customer's account therefore is delinquent. Charges to delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys' fees and court costs.
RULES OF CONDUCT
Your use of the Services is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.
You agree that you will not violate any applicable law or regulation in connection with your use of the Services.
You agree not to distribute, upload, make available or otherwise publish through the Services any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto ("Submissions") or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials ("Content") that:
You may not modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Services. Further, you may not interfere with or disrupt the operation of the Services, including restricting or inhibiting any other person from using the Services by means of hacking or defacing. Transmitting to or making available in connection with the Services any denial of service attack, virus, worm, Trojan horse or other harmful code or activity is prohibited. You may not attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. Further, you may not take any action that imposes, or may impose, in Slope's sole discretion, an unreasonable or disproportionately large load on Slope's infrastructure.
CONTENT SUBMITTED OR MADE AVAILABLE TO SLOPE
You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Services, we need your permission to process, display, reproduce and otherwise use content you make available to Slope.
You acknowledge that Slope is under no obligation to maintain the Services, or any information, causes, materials, Submissions, Content or other matter you submit, post or make available to or on the Services. We reserve the right to withhold, remove and or discard any such material at any time.
CONTENT SHARED THROUGH THE SERVICES
You understand that by sharing information on the Services, and requesting information to be sent through the Services, you may be revealing information about yourself that you may include. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials, and you agree that Slope shall not be held responsible, and Slope shall be released and held harmless by you from any liability or damages arising out of such conduct.
OUR INTELLECTUAL PROPERTY
Slope's graphics, logos, names, designs, page headers, button icons, scripts, and service names are trademarks, trade names and/or trade dress of Slope. The "look" and "feel" of the Services (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks ("Marks") are the property of Slope or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
The software used by Slope to provide the Services to you is either owned or licensed by Slope. You are only granted the limited license to such software identified herein, and you shall not be deemed to own or have any title to said software, all of which is expressly retained by Slope and/or its licensors. At the expiration or termination of this Agreement, you are required to delete and destroy any copies of the software that may be in you possession.
PASSWORDS AND ACCOUNTS
You are responsible for controlling the access to and use of your account. Always make sure that your password is kept as confidential. You understand and agree that Slope may assume that instructions from an individual associated with your account are authoritative and should be acted upon by Slope. Slope is not responsible for any unauthorized access to your account or profile, and any ramifications of such access, and is not required to take action to disable any account.
You agree that you will not bring an action against Slope arising out of or related to any claimed unauthorized access using your account credentials. Under confirmed unauthorized use circumstances, Slope may take reasonable efforts with reasonable speed, to disable, lock or otherwise address your situation. In the event that you would like to report a breach, please contact email@example.com with the term "Account Breach Notice" in the subject line.
ENFORCEMENT AND TERMINATION
Slope reserves the right to deny all or some portion of the Services to any user, in Slope's sole discretion, at any time.
If Slope terminates your access without cause, and you are a paying subscriber, Slope will issue you a pro-rata refund for any pre-paid but unused period of time. You will not be entitled to a refund or reimbursement of any kind if Slope terminates your account for cause.
Without limiting the foregoing or assuming additional legal obligations, Slope has a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. All grants of any rights from you to Slope related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
DISCLAIMERS AND LIMITATION ON LIABILITY
BY USING THE SERVICES YOU AGREE AND ACKNOWLEDGE THAT SLOPE PROVIDES THE SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. SLOPE, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SLOPE SHALL CREATE ANY WARRANTY.
USE OF THE SERVICES IS AT YOUR SOLE RISK. SLOPE DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF INACCURACIES, MISREPRESENTATIONS BY USERS, VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SLOPE, ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES") BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICES OR OTHERWISE ARISING UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICES OR OTHERWISE ARISING UNDER THIS AGREEMENT, EVEN IF SLOPE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither Slope nor any of its subsidiaries, affiliated companies, employees, members, shareholders, or directors shall be liable to you in any way based on the Services or otherwise arising under this Agreement for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
You agree to defend, indemnify and hold Slope and its suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Services (b) your use of the Services, (c) your violation of the Agreement, and (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of Services.
DISPUTES, GOVERNING LAW AND JURISDICTION
You agree that any claim or dispute arising out of or relating in any way to your use of the Services or any service provided by Slope, will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Slope, c/o Smartsheet Inc., 10500 NE 8th Street, Suite 1300, Bellevue, WA 98004.
Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
You and Slope agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Slope agree that parties have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that Slope may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to the Services, or to Slope, may only be brought by you in a state or federal court located in Seattle, Washington. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN SEATTLE.
POLICIES FOR CHILDREN
The Services are not directed to individuals under the age of 13, nor do they contain information which would be potentially harmful to minors. In the event that Slope discovers that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child's information in accordance with the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.
Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
Revisions. This Agreement may only be revised in a writing signed by Slope. In the event that Slope updates this Agreement and you are made aware of the update, your continued use of the Services after the update shall constitute an agreement to the updated terms.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Slope as a result of this Agreement or your use of the Services.
Assignment. Slope may assign its rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without Slope's prior written consent, and any unauthorized assignment by you shall be null and void.
No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Equitable Remedies. You hereby agree that Slope would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and Slope with respect to the Services, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
If you believe in good faith that any material posted on our Services infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act ("DMCA") (17 U.S.C. §512(c)(3)), with correspondence containing the following:
You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:
Slope, c/o Smartsheet Inc.
10500 NE 8th Street, Suite 1300
Bellevue, WA 98004
COMPLAINT POLICY (INCLUDING TRADEMARK AND PRIVACY)
If you believe in good faith that any material posted on the Services infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice firstname.lastname@example.org, containing the following information:
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.