ON_Discourse, Inc. Terms of Service
Last updated on May 18, 2023
These Terms of Service are entered into by and between You and On_Discourse, Inc. (“Company,” “we,” or “us“). The following terms and conditions “Terms of Service“) govern your access to and use of https://ondiscourse.com/, including any content, functionality, and services offered on or through https://ondiscourse.com/ (the “Site“) and use of Company’s Slack channel (“Slack Channel”), whether as a guest or a registered user.
PLEASE READ SECTION 12 OF THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT. YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTESAND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS.
1. General Rules
- By accessing or using any part of the Site and/or Slack Channel, you agree that you have read, understood and agreed to be bound by these terms, which contain an arbitration agreement, a waiver of class-action rights, and liability limitations.
- We may change, add or remove portions of these Terms of Service at any time by notifying you of the change in writing (including by email or by updating the date above after “Last Updated On”). Such changes shall become effective immediately upon posting. It is your responsibility to review these Terms of Service prior to each use of the Site.
- We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.
- If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Service.
2. Registration And Security
- As part of the registration or account creation process, you will create login credentials by selecting a password and providing an e-mail address. You also can be requested to provide certain registration information, which must be accurate and updated.
- Each registration is for a single user only. You are not allowed to share your registration login credentials or give your login credentials to anyone else. We may cancel or suspend your access to the Services if you share your login credentials. You are responsible for maintaining the confidentiality of your password. You may not (i) select or use the login credentials of another person with the intent to impersonate that person; (ii) use login credentials in which another person has rights without such person’s authorization; or (iii) use login credentials that we, in our sole discretion, deem offensive. Failure to comply with the foregoing shall constitute a breach of these Terms of Service, which may result in immediate suspense or termination of your account.
- You consent to receive notifications from us electronically to the e-mail address you provide to us. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form.
- Please notify email@example.com of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information.
- You must be 18 years or older to use any part of the Site or Slack Channel.
- You are responsible for all usage or activity on your account, including use of the account by any third party authorized by you to use your login credentials. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law-enforcement agencies.
3. Fees and Payments
- You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Site through your account.
4. Intellectual Property Rights
- All trademarks, service marks, and trade names (collectively, the “Marks”) are trademarks or registered trademarks of and are proprietary to Company or other respective owners that have granted Company the right to use such Marks. We reserve all rights that are not specifically granted to users.
- The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
- The contents the Site are intended for your personal, noncommercial use. All materials published or available on the Site (including, but not limited to text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations, all also known as the “Content“) are protected by copyright, and owned or controlled by Company or the party credited as the provider of the Content. The Company also owns copyright in the selection, coordination, compilation, and enhancement of such Content (“Arrangement”). You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service.
- You may not download, copy, or otherwise reproduce the Content without Company’s express written consent.
- If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Service, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Company. Any use of the Site not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
5. User Generated Content
- The Site and Slack Channel may contain message boards, chat rooms, forums, bulletin boards, and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post“) content or materials (collectively, “User Contributions“) on or through the Site and/or Slack Channel.
- All User Contributions must comply with the Content Standards set out in these Terms of Service.
- Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
- You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our licensees, successors, and assigns.
- All of your User Contributions do and will comply with these Terms of Service.
- You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
- We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.
Monitoring and Enforcement; Termination.We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
- Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Service.
- Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
Content Standards.These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
6. Prohibited Use of The Site
- You may use the Site only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Site:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Service.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Company or users of the Site, or expose them to liability.
- Additionally, you agree not to:
- Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
- Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
- Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Site.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
- Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Site.
7. Information About You and Your Visits to the Site
8. Cancellation and Refunds of Subscriptions
- You may terminate your account at any time by contacting firstname.lastname@example.org. When you cancel a subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current billing period.
- In order to avoid future charges, you must cancel your subscription prior to the end of your current subscription period. If you cancel prior to the deadline, you will not be charged or you will be eligible to receive a refund for additional charges.
9. Disclaimers and Limitation of Liability
- You expressly understand and agree that your access to and use of the site and Slack channel is at your sole risk, and that the site is provided “as is” and “as available” without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we make no express warranties and hereby disclaim all implied warranties regarding the site or Slack channel, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. Without limiting the generality of the foregoing, we, our subsidiaries, affiliates, and licensors do not represent or warrant to you that: (I) your access to or use of the site will meet your requirements, (ii) your access to or use of the site will be uninterrupted, timely, secure or free from error, (iii) usage data provided through the site will be accurate, (iv) the site or any content or features made available on or through the site and/or the discord are free of viruses or other harmful components, or (iv) that any data that you disclose when you use the site and/or Slack channel will be secure. Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to you.
- You accept the inherent security risks of providing information and dealing online over the internet and agree that we have no liability or responsibility for any breach of security unless it is due to our willful misconduct.
- You understand and agree that we will not be liable to you or to any third party for any indirect, incidental, special, consequential, punitive or exemplary damages which you may incur, howsoever caused and under any theory of liability, including, without limitation, any loss of profits (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, even if we have been advised of the possibility of such damages
- You agree that our total, aggregate liability to you for any and all claims arising out of or relating to this agreement or your access to or use of (or your inability to access or use) any portion of the site, whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of (a) the amounts you actually paid us under this agreement in the 12 month period preceding the date the claim arose, or (b) $500.
- You acknowledge and agree that we have made the site and slack channel available to you and entered into this agreement in reliance upon your representations and warranties, the warranty disclaimers and limitations of liability set forth herein. We would not be able to provide the site and slack channel to you without these limitations.
- The site has been compiled in good faith by On_Discourse, Inc. However, no representation is made as to the completeness or accuracy of the information it contains. In particular, you should be aware that this information may be incomplete, may contain errors or may have become out of date. To the fullest extent provided by law, in no event will the company, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the website, any websites linked to it, any content on the website or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.
- You agree to defend, indemnify, and hold harmless Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Site, including, but not limited to, your User Contributions, any use of the Site’s content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Site.
11. Governing Law
- This Terms of Service and all matters related to it shall be governed by, construed, and enforced in accordance with the laws of the State of New York, as they are applied to agreements entered and to be performed entirely within New York and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law.
12. Dispute Resolution; Arbitration
Please read the arbitration agreement in this Section (“Arbitration Agreement”) carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement.You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Site and/or Slack Channel, to any products sold or distributed through the Site and/or Slack Channel, or to any aspect of your relationship with On_Discourse, Inc. will be resolved by binding arbitration, rather than in court, except that On_Discourse, Inc may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement. Arbitrations Rules and Forum.The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to us at P.O. Box 4163, 12 Gay Road, NY 11937-0262, USA. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Authority of Arbitrator.The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under Applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. Waiver of Jury Trial.YOU AND ON_DISCOURSE, INC. HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as set forth above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. Waiver of Class or Other Non-Individualized Relief.ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated. 30-Day Right to Opt Out.You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to email@example.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us. Severability.Except as provided in above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. Survival of Agreement.This Arbitration Agreement will survive the termination of your relationship with us. Modification.Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing us at to firstname.lastname@example.org and expressly opting out of this Arbitration Agreement.
13. Limitation on Time to File Claim
14. Geographic Restrictions
- The owner of the Site is based in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.