Terms of Service
These terms and conditions govern your use of the Allogy Interactive web and mobile applications (taken together, our “Services”), which are owned by Allogy Interactive LLC (“Allogy”), to publish content (“Content”). Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other rules, policies and procedures that may be published from time to time by Allogy through the Services: https://www.capillaryapps.com/terms-of-service (collectively, the “Agreement”).
Last Modified: 04/11/2019
1. Right to Use Content and Marks
You hereby grant us a non-exclusive and limited license to use, copy and store the Content and to transmit and display the Content to users who purchase a subscription to the Services, to the extent reasonably necessary to provide the Content using the Services.
You authorize Allogy to use your marks in connection with the authorized use of the Content through the Service and the marketing and sale of the Services for use in conjunction with the Content. All Allogy marketing and promotional materials concerning the Content are subject to your prior written approval, which shall not be unreasonably withheld.
You agree to provide us with a complete and accurate copy of the Content in electronic form or other appropriate format, as well as timely updates of the Content necessary to keep the Content complete and accurate. You have sole responsibility, and we assume no responsibility, for the Content.
2. Rights in Intellectual Property
You retain all rights in your marks and the Content. We retain all rights in our marks and the Services. Except as expressly provided in this Agreement, no license or other right is granted for the use any content, marks or other intellectual property of either party. Allogy shall not alter or remove your copyright notice, if any, displayed on the Content. No license is granted to Allogy to modify, alter, or prepare derivative work of the Content.
Each of us agrees to comply with all applicable laws in connection with the matters governed by this Agreement. You will not permit any portion of the Content to contain any data, information or material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party rights, invasive of personal privacy or subject to confidentiality obligations imposed by applicable law or contract.
You agree to indemnify and hold us, our officers, and employees harmless from any claim or demand made by any third party due to or arising out of the infringement by you, your marks or any of the Content of any right of any third party. We agree to indemnify and hold you, your officers, and employees harmless from any claim or demand, including attorney’s fees, made by any third party due to or arising out of the infringement by us, our marks or the Service or the Services of any right of any third party. If required to provide indemnification under this provision, a party shall have the right to control the defense and settlement of the indemnified claim.
5. Disclaimers Respecting Service
We make no representation, warranty or covenant with respect to the Services and reserve the right to modify, suspend or terminate the Services at any time without liability to you or any third party.
6. Term; Termination
This Agreement will continue in effect for a term of one (1) year from the date on which this Agreement is executed by both of us, and will be automatically renewed for successive one (1) year terms unless either party notifies the other party, in writing, to the contrary at least sixty (60) days prior to the expiration of the current term. Either party may terminate this Agreement at any time in the event that the other party commits a material breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
In connection with this Agreement, one party (“Disclosing Party”) may provide the other (“Receiving Party”) with certain pricing, technical, marketing and other confidential information. The Receiving Party agrees to maintain the confidentiality of any Confidential Information and shall not use or disclose the same without the prior written consent of Disclosing Party. “Confidential Information” includes any information that is either reasonably designated as confidential by Disclosing Party or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential, but excludes any information (a) known to the public through no fault or breach of this Agreement by the Receiving Party, (b) known by Receiving Party at the time of disclosure without an obligation of confidentiality, (c) independently developed by Receiving Party, or (d) rightfully obtained from a third party without restriction on use or disclosure.
This Agreement will be interpreted in accordance with the laws of the State of Florida and applicable federal law, without regard to choice of law principles. The prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will not affect any other provisions, and this Agreement will be construed as if such provision is severed and deleted from this Agreement. This Agreement comprises the entire agreement between you and us regarding the subject matter contained herein. This Agreement does not create any right in favor of any third party. Neither party may assign any rights or obligations under this Agreement except to a purchaser of all or substantially all of its assets who agrees to be bound by this Agreement without prior written approval of the other party. Nothing in this Agreement shall cause the parties to be deemed to be the agents, employees, partners or joint venturers of the other or to create an exclusive arrangement between the parties. Sections 2 (Rights in Intellectual Property), 3 (Restrictions), 4 (Indemnification), 5 (Disclaimers Respecting Service), 7 (Confidentiality) and 8 (Miscellaneous) of this Agreement will survive termination.