Effective Date: May 15, 2024
By participating in specific social spaces sponsored by OccamPoint, including but not limited to the OccamPoint Café virtual meetings and OccamPoint Slack Channels (each, a “Social Space”, together, the “Social Spaces”), you are agreeing to comply with and be bound by the following Terms of Use Agreement (the “Agreement”). Please review the following terms carefully. If you do not agree to these terms, you should not use any of the Social Spaces. The term “OccamPoint” or “us” refers to Occam Point LLC, a California limited liability company. The term “you” refers to the participant, user or viewer of a Social Space.
1. Acceptance of Agreement
You agree to the terms and conditions set forth in this Agreement with respect to the applicable Social Space. This Agreement, our Privacy Policy along with any other terms or agreements agreed to on the applicable Social Space, including of third party meeting providers which may host our OccamPoint Café virtual meetings and of Slack which hosts our OccamPoint Slack Channels, constitute the entire and only agreement between us and you with regard to your use of the Social Spaces and any Social Space Content (as defined below) and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Social Spaces and the subject matter of this Agreement. This Agreement may be amended at any time by us without specific notice to you. The latest version of the Agreement will be posted on our website, and you should review this Agreement prior to using the Social Spaces. This Agreement relates solely to your use of the Social Spaces and, to the extent you have entered into a separate agreement with OccamPoint, this Agreement will not affect such separate agreement.
2. Arbitration; Jury Trial Waiver
Any legal controversy or legal claim arising out of or relating to this Agreement, the Social Spaces or the Social Space Content, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, intellectual property ownership or infringement, shall be settled solely by confidential binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Mateo County, California, and in accordance with the “Governing Law” Section below. To the extent permitted by law, each party shall bear one-half of the arbitration fees and costs incurred through JAMS, and each party shall bear its own attorneys’ fees.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SOCIAL SPACES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
3. Copyright
The content, articles, documents, information, materials, organization, graphics, design, compilation, magnetic translation, digital conversion, recordings and other matters related to a Social Space (collectively, “Social Space Content”) are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or 2
publication by you of any Social Space Content or any part of the Social Spaces, except as allowed by the “Limited License; Permitted Uses; Bystanders” Section below, is strictly prohibited. You do not acquire ownership rights to any Social Space Content viewed through the Social Spaces. The posting of information or materials on the Social Spaces does not constitute a waiver of any right in such information and materials. Some of the Social Space Content may be the copyrighted work of third parties.
4. Limited License; Permitted Uses; Bystanders
You are granted a nonexclusive, nontransferable, revocable license (a) to access and use the Social Spaces and Social Space Content solely in accordance with this Agreement; (b) to use the Social Spaces and Social Space Content solely for internal, personal, noncommercial purposes, unless otherwise agreed to by the Social Space Content owner or licensor or by separate agreement, or such Social Space Content is publicly available without restrictions on use, and (c) to print out discrete information from the Social Spaces and Social Space Content solely for internal, personal, noncommercial purposes and provided that you maintain all copyright and other policies contained therein, unless otherwise agreed to by the Social Space Content owner or licensor or by separate agreement or such Social Space Content is publicly available without restrictions on use. No printout or electronic version of any part of the Social Spaces or Social Space Content may be used by you in any litigation or arbitration matter whatsoever under any circumstances. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Social Spaces. Your use of information on the Social Spaces or materials linked to the Social Spaces and any information you choose to provide any other participant of the Social Spaces (which could be misused by such other participants) are entirely at your own risk. OccamPoint is not responsible for how such information may be used or misused by any other participant or any such or other actions of any participant. Before participating in live OccamPoint Cafe virtual meetings, you are responsible for telling anyone within range of your device’s camera or microphone that they may be seen and heard by other users and others at their location. If you permit any others to be within range of your device’s camera or microphone during a meeting, you consent on their behalf, to the fullest extent permitted by law, to this Agreement and any applicable Privacy Policy.
5. Restrictions and Prohibitions on Use
Your license for access and use of the Social Spaces and Social Space Content are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by the “Limited License; Permitted Uses; Bystanders” Section above), republish, display, distribute, transmit, sell, lease, loan or otherwise make available in any form or by any means all or any portion of the Social Spaces or any Social Space Content retrieved therefrom; (b) use any Social Space Content in any manner that may infringe any copyright, intellectual property right, proprietary right or property right of us or any third parties; (c) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Social Spaces or Social Space Content; (d) remove, decompile, disassemble or reverse engineer any Social Space software or use any network monitoring or discovery software to determine the Social Space architecture; (e) use any automatic or manual process to harvest information from the Social Spaces; (f) use the Social Spaces for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names or other means of deceptive addressing and (3) unsolicited telephone calls or facsimile transmissions; (g) use the Social Spaces in a manner that violates any local, state or federal law, including but not limited to those regulating e-mail, facsimile transmissions or telephone solicitations; (h) use the Social Spaces in any manner that may violate any party’s privacy or otherwise transmitting any content that may be false, obscene, abusive or constitute harassment other users; (i) use the Social Spaces in any manner that may prohibit other users’ use of the Social Spaces, including but not limited to disrupting a OccamPoint Café virtual meeting or OccamPoint Slack Channel; and (i) export or re-export the Social Spaces or any portion thereof, or any software available on or through the Social Spaces, in violation of the export control laws or regulations of the United States. 3
6. Documents, Recordings, Record of Communications
Social Space Content may include (i) documents and presentations of other third parties, (ii) recordings of the interactions among participants during OccamPoint Café virtual meetings and (iii) record of communications among participants in OccamPoint Slack Channels (together, “Materials”), to all of which you agree by your use of the Social Spaces. Further, you agree that all such Materials provided by you or in which you appear may be used by OccamPoint or its licensees to create commercials or other advertisements and otherwise may be used by other participants in accordance with the Agreement. All other participants in such OccamPoint Cafe virtual meetings and OccamPoint Slack Channels may have access to the Materials, including those in which you may appear, which could be utilized in violation of this Agreement, for which OccamPoint is not be responsible. All Materials are provided on a nonexclusive license basis only for your personal one-time use for noncommercial purposes, without any right to relicense, sublicense, distribute, assign or transfer such license unless otherwise agreed to by the Material owner or licensor or publicly available without restrictions on use. Materials are provided without any representations or warranties, express or implied, as to their suitability, completeness, timeliness, accuracy and/or appropriateness.
7. Errors, Corrections and Changes
We do not represent or warrant that the Social Spaces will be error-free, free of viruses or other harmful components or that defects will be corrected. We do not represent or warrant that the information available on or through the Social Spaces will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Social Spaces at any time. We reserve the right in our sole discretion to edit or delete any information or other content appearing on the Social Spaces.
8. Third-Party Content; Links to Other Websites
Third-party content may appear on the Social Spaces, be presented during OccamPoint Café virtual meetings or may be accessible via links from the Social Spaces. We are not responsible for and assume no liability for any third-party content. You understand that the information and opinions in the third-party content represent solely the thoughts of the author and are neither endorsed by us nor do they necessarily reflect our beliefs. The Social Spaces and Social Space Content may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on our Social Spaces or in Social Space Content does not imply approval or endorsement of the linked website by us. If you decide to leave our Social Spaces and access these third-party sites, you do so at your own risk.
9. Legal Compliance; Unlawful Activity
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Social Spaces and Social Space Content. We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, IP addresses and traffic information.
10. Indemnification
To the extent permitted by law, you agree to indemnify, defend and hold us and our members, directors, agents, attorneys, employees, subcontractors, successors, assigns and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense related to your violation of this Agreement; violation of applicable law or third-party rights (including, without limitation, patent, trademark, copyright, trade secret, other intellectual property or other rights); willful misconduct or use of the Social Spaces or Social Space Content. 4
11. Disclaimer of Warranties; Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, THE SOCIAL SPACES AND SOCIAL SPACE CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT). THE SOCIAL SPACE CONTENT AND SOCIAL SPACES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF SOCIAL SPACE CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SOCIAL SPACES OR CAUSED BY ANOTHER PARTICIPANT THEREOF; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOCIAL SPACES; (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SOCIAL SPACES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY SOCIAL SPACE CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SOCIAL SPACES; (VII) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY; (VIII) YOUR USE OF THE SOCIAL SPACES OR THE SOCIAL SPACE CONTENT, (IX) YOUR SHARING OF YOUR INFORMATION TO ANY OTHER PARTICIPANT; OR (IX) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND OUR OR OUR AFFILIATED PARTIES’ REASONABLE CONTROL. YOU ACKNOWLEDGE THAT WE ARE UNDER NO OBLIGATION TO VERIFY THE BACKGROUND OR QUALIFICATIONS OF ANY USER.
TO THE EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR THE SOCIAL SPACES OR SOCIAL SPACE CONTENT. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, TO THE EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL WE, OUR AFFILIATED PARTIES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12. Use of Information/Privacy Policy
We reserve the right, and you authorize us, to the use and assignment of all information regarding Social Space uses by you and all information provided by you in any manner consistent with our Privacy Policy. Our Privacy Policy, as it may change from time to time, is a part of this Agreement. 5
13. Governing Law
This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Notwithstanding the preceding sentence with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in San Mateo County, California, for any actions pertaining to this Agreement.
14. Miscellaneous
To the extent permitted by law, any cause of action by you with respect to the Social Spaces or Social Space Content must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in this Agreement. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed as much as possibly consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Social Spaces or Social Space Content are in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.