By using the ThreadKM (the "Service"), or any services of BleuAcre Consulting, LLC, d/b/a ThreadKM ("ThreadKM"), you are agreeing to be bound by the following terms and conditions ("Terms of Service"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
If ThreadKM makes material changes to these Terms, we will notify you by email or by posting a notice on our site before the changes are effective. Any new features to the current Service, including the release of new tools, applications and resources, are subject to the Terms of Service. Continued use of the Service after any such changes will constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://threadkm.com/tos.
1. Terms and Requirements. You must be 13 years or older to use this Service.
You must provide your accurate, full full name, a valid email address, and any other information requested in order to complete the signup process. Accounts containing false information will be subject to immediate deletion.
Your may not share your login credentials with multiple people. Each person must have a separate account.
You are responsible for all information you upload or post to the Service and any information provided by you to ThreadKM in connection with the Service, including, without limitation, information about your additional users (“Content”). This includes Content posted and activity that occurs under your account, even when Content is posted by others who have accounts under your account).
You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws).
2. Payment and Billing. Unless other arrangements are made with you, all paid plans must provide a valid credit card. An upgrade from the free plan to any paying plan will immediately bill you.
For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
When changing from a monthly billing cycle to a yearly billing cycle, ThreadKM will bill for a full year at the next monthly billing date. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
For any upgrade or downgrade in plan level while on a monthly billing cycle, the credit card that you provided will automatically be charged the new rate on your next billing cycle. For upgrades or downgrades while on a yearly plan, ThreadKM will immediately charge or refund the difference in plan cost, prorated for the remaining time in your yearly billing cycle.
Downgrading your Service may cause the loss of Content, features, or capacity of your Account. ThreadKM does not accept any liability for such loss.
3. Cancellation and Termination. You are responsible for properly canceling your account. All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is cancelled.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
ThreadKM, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other ThreadKM service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. ThreadKM reserves the right to refuse service to anyone for any reason at any time.
4. Intellectual Property. The Service, the website (threadkm.com) and its original content, features and functionality, including the look and feel of the Service, are owned by ThreadKM and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, republish, any of our copyrighted material.
We claim no intellectual property rights over the material you provide to the Service. You will defend ThreadKM against any claim, demand, suit or proceeding made or brought against ThreadKM by a third party alleging that your Content, or your use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and will indemnify ThreadKM for any damages finally awarded against, and for reasonable attorney’s fees incurred by, ThreadKM in connection with any such claim, demand, suit or proceeding; provided, that ThreadKM (a) promptly gives you written notice of the claim, demand, suit or proceeding; (b) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases ThreadKM of all liability); and (c) provides to you all reasonable assistance, at you expense.
5. Additional Terms. Unless otherwise specified, support for ThreadKM services is only available in English, via email.
You understand that ThreadKM uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, ThreadKM, or any other ThreadKM service.
You may use ThreadKM subdomains (e.g., yourname.threadkm.com) solely as permitted and intended by the ThreadKM tool to host your Service and for no other purpose. ThreadKM reserves the right at all times to reclaim any ThreadKM subdomain without liability to you.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by ThreadKM.
You agree that you will not upload Content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.
ThreadKM may provide the ability to integrate the Service with third-party products and services that you may use at your option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third-party products and services. You agree that ThreadKM has no liability arising from your use of any integrations or arising from the third-party products and services. ThreadKM can modify or cancel the integrations at any time without notice.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any ThreadKM customer, employee, member, or officer will result in immediate account termination.
You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You acknowledge the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. You agree to accept that risk and will not hold ThreadKM liable for any loss, damage, or injury resulting from the interception of information.
You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
You must not transmit any worms or viruses or any code of a destructive nature.
If your bandwidth or storage usage significantly exceeds the average bandwidth or storage usage (as determined solely by ThreadKM) of other ThreadKM customers, we reserve the right to immediately disable or limit your account until your usage issues can be resolved.
6. Confidentiality. You and ThreadKM agrees to treat all Content as confidential and not to use or disclose such Content except as necessary to perform its obligations under this Agreement. ThreadKM and any third party vendors and hosting partners it utilizes to provide the Service will hold Content in strict confidence and will not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 8 of this Agreement, or (c) as otherwise authorized by you in writing.
7. Security and Access. You are responsible for maintaining the security of your account and password. ThreadKM cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
ThreadKM and any third party vendors and hosting partners it utilizes to provide the Service, will: (a) use information security best practices for transmitting and storing your Content, adhering to industry standards; (b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and (c) ensure its host facilities maintain industry standards for security and privacy.
In the event of an event that ThreadKM suspects involves unauthorized access to your Content (a “Security Breach”), ThreadKM will (a) cooperate with you to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with you in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with you in any litigation or investigation against third parties that you undertake to protect the security and integrity of Content; and (d) mitigate any harmful effect of the Security Breach.
8. Legal Compliance. ThreadKM is committed to protect your Content to the extent the law allows. We reserve the right to provide Content to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
If ThreadKM is required by law to make any disclosure of the Content that is prohibited or otherwise constrained by this Agreement, then we will provide you with prompt written notice (to the extent permitted by law) prior to such disclosure so that you may seek a protective order or other appropriate relief.
9. Limitation of Liability. Except in the case of a violation by ThreadKM of its obligations under Section 6 above (“Confidentiality”) and Section 7 above (“Security and Access”), and except as provided in Section 11 below (“Indemnification”), ThreadKM shall not be liable for and you waive the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Service provided to you by ThreadKM.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE LIABILITY OF THREADKM ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE TWELVE-MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. YOU FURTHER EXPRESSLY UNDERSTAND AND AGREE THAT THREADKM IS NOT AND WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THREADKM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (V) OR ANY OTHER MATTER RELATING TO THE SERVICE. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER THOSE DAMAGES ARE FORESEEABLE.
You are solely responsible for any damage and/or loss of Content which occurs as a result of your electronic equipment and/or computer system.
10. Disclaimer of Warranties. Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
ThreadKM does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
THREADKM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY THREADKM.
IF YOU ARE DISSATISFIED WITH THE SERVICE OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
11. Indemnification. You shall indemnify and hold harmless ThreadKM, and its employees, officers, directors, and affiliated companies, from any and all claims, damages, losses, liabilities, costs and expenses (including the reasonable fees of lawyers and other professionals, and court fees) arising out of or in connection with your use of the Service, whether direct or indirect, including data loss, business interruption, computer “viruses”, intellectual property infringement or issues arising out of communicating data over the Internet. You shall promptly notify G&G of any such claim.
12. Waiver and Severability. Our failure to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and ThreadKM and govern your use of the service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Service). If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
13. Governing Law and Jurisdiction. These Terms of Service and any dispute or claim arising out of, or related to them, will be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website will be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia.
14. Feedback. We welcome any comment, question or communication at firstname.lastname@example.org.