Terms of Service

Last updated: February 11, 2020

By using Cosmic and/or any of the sites or services offered through Cosmic, including Cosmic and AuthRocket, (collectively, the “Service”; individually, each an “Individual Service”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

Notioneer, Inc. (“Notioneer”) reserves the right to update and change these Terms of Service and posting them on our website shall be considered sufficient notice of doing so.

Our Service is offered subject to your acceptance, without modification, of this entire Terms of Service. If you do not fully agree, you may not use any part of the Service.

Violation of any of the terms below may result in the termination of your account.

Logins & accounts

  1. You are responsible for maintaining the security of your login, password, and all other credentials, such as API keys. Notioneer cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
  2. You are responsible for all content posted and activity that occurs under your login and under your owned account(s) (even when content is posted by others who have access to your account(s)).
  3. You must provide your real name, a valid email address, and any other information requested in order to complete the signup process. You agree to keep such information updated. Notioneer is not liable for damage or losses that arise from our inability to contact you.
  4. You must be of legal age to use our Service or create a login.
  5. Your login may only be used by one person. A single login shared by multiple people is not permitted; however, you may invite others to access your account using their own login.
  6. You must be a human. Logins and accounts registered by “bots” or other automated methods are not permitted.

API terms

The Service may have the option to be accessed via an Application Program Interface (“API”). Any use of the API, including use of the API through a third-party product that accesses the Service, is bound by the terms of this agreement plus the following specific terms:

  1. You expressly understand and agree that Notioneer shall not be liable for any damages or losses resulting from your use of the API or third-party products that access data via the API.
  2. Abuse or excessively frequent requests to the Service via the API may result in the temporary or permanent suspension of your account’s access to the API. Notioneer, in its sole discretion, will determine abuse or excessive usage of the API. Notioneer will make a reasonable attempt via email to warn the account owner prior to suspension.

Billing

  1. We accept payment via credit card only. We will charge your card automatically, either in advance or arrears, or both, for regular, metered, and overage charges, as applicable to each Individual Service subscribed to.
  2. Payment is due upon invoicing and Service may be interrupted for accounts that are past due.
  3. Some Individual Services may offer a free trial. Upon expiration of the trial period, Individual Service may become inaccessible until payment is made. Expired trials are automatically canceled after a short period.
  4. If an Individual Service offers neither a free plan nor a free trial, then that Individual Service carries a 30 day refund period from the date first subscribed. If you are unsatisfied for any reason, simply contact us prior to the end of the first 30 days. Individual Services that generally offer a free plan and/or a free trial are not eligible for refunds.
  5. We are not responsible for any additional bank fees, currency exchange fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by us.
  6. Changing an Individual Service’s plan may cause the loss of features or capacity of your account. Notioneer does not accept any liability for such loss. Plan changes generally take effect right away. Downgrades are not prorated.
  7. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. When we are required to do so, Notioneer will collect and remit those taxes on behalf of taxing authorities. In such cases we reserve the right to assess a collection recovery free to cover costs of collection and remittance to taxing authorities outside of Colorado.
  8. We may measure usage of Service using exact measurements or statistical sampling, at our discretion.

Cancelation & termination

  1. You are solely responsible for properly canceling your account or Individual Services. An email or phone request to cancel is not considered cancelation. You may cancel Individual Services at any time by using the account management site.
  2. All of your content will be inaccessible from the Service immediately upon cancellation or termination, and permanently deleted shortly thereafter. Content and data can not be recovered once it has been deleted.
  3. If you cancel a prepaid Individual Service before the end of the current prepaid period, you will not be charged again; your cancelation will take effect either at the end of the prepaid period or immediately, as shown at the time of cancelation. Unused time remaining in the prepaid period is not prorated.
  4. Upon cancelation, Individual Services subject to metering or overage charges will still be billed.
  5. Cancelation of your account or Service still requires any remaining or accrued charges to be paid.
  6. Notioneer, in its sole discretion, has the right to suspend to terminate any Individual Service on your account and refuse any and all current or future use of the Individual Service for any reason at any time. Such termination of an Individual Service will result in the loss of access and/or deletion of that Individual Service, and the forfeiture and relinquishment of all content in that Individual Service.
  7. Additionally, Notioneer, 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 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. Notioneer reserves the right to refuse service to anyone for any reason at any time.

Modifications to service & prices

  1. Notioneer reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice.
  2. Prices of Individual Services are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the corresponding web site or the Service.
  3. Notioneer shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

Acceptable use

  1. Our Service may only be used for lawful purposes. Transmission or storage of any information, data or other material in violation of any United States, State of Colorado, or other local (to us) law, or any law to which you are subject, is prohibited.

  2. Our Service may not be used in conjunction with:

    • Sexually related sites or software (pornography, prostitution, etc.)
    • Publishing copyrighted materials you do not own or have written permission from the copyright holder to publish
    • Hacking / Cracking related sites or software
    • Sending or enabling unsolicited email or spam
    • Phishing / Identity Theft
    • Links to any of the above
  3. You must not modify, adapt, or hack the Service.

  4. You must not modify another website so as to falsely imply that it is associated with the Service or Notioneer.

  5. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer or Notioneer employee or officer will result in immediate account termination.

  6. Use of our Service must be reasonable and not negatively impact our Service or our ability to adequately serve other customers. Access to our Service may be rate limited or blocked as we deem appropriate.

Notioneer has sole determination of misuse or other violation of our Terms of Service. In the case of misuse or violation, any prepaid service credit is forfeit.

Intellectual property & content ownership

  1. All content posted on the Service must comply with U.S. copyright law.
  2. We claim no intellectual property rights over the material you provide to the Service. All materials uploaded remain yours.
  3. In the course of using our Service, text, audio, video, images, comments, suggestions, ideas, questions, and other content (collectively ‘User Content’) may be submitted to us through our Service, our websites, email, or other channels. You grant Notioneer an unrestricted, unlimited, non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide license to use, reproduce, modify, adapt, publish, perform, broadcast, derive, and/or display such User Content, including publicly, where appropriate.
  4. You must not upload or otherwise submit User Content that is not your own and that you do not have authorization to provide.
  5. Notioneer does not pre-screen content, but reserves the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.
  6. Our Service, including, among other things, logos, graphics, documentation, text, software, and look and feel, is Copyright 2020 Notioneer, Inc. The Notioneer, Cosmic, AuthRocket, and LoginRocket names and logos, and all other trademarks, service marks, graphics, and logos used within our Service are each trademarks or registered trademarks of Notioneer or third parties. You may not reproduce or otherwise use any copyrighted, trademarked, or otherwise protected elements or trademarks without express written permission from Notioneer or the relevant rights owner.
  7. Customer uploaded content is also highly likely to be copyright by them or their licensors. You may not reproduce or otherwise use such work without express written permission from the relevant copyright holders.

See also Notification of Copyright Infringement Claims.

Privacy

When the context of our relationship is that you are an end-user to one of our customers, their privacy policy applies; Notioneer is only a data processor for them.

When the context of our relationship is that you are a customer or user of Service, privacy of your personal data is covered by our Privacy Policy.

  1. Service may be used to process personal data of your users. In all such cases, Service is opererating as a processor of such data and you assert that you are the controller of such data (or an authorized processor with right to use Service as a sub-processor).
  2. Service is not suitable for data that is sensitive or otherwise subject to special restrictions, such as health care data, criminal data, or biometrics. You must not send us such data nor instruct us to process such.
  3. You must have, prior to processing, all necessary consent for the processing you request us to perform.
  4. As a data processor, we will refer to you inquiries from end-users regarding personal data. If requested by a supervisory authority, we may also respond directly.
  5. If an Individual Service does not provide an interface to portions of personal data necessary for you to honor a data rights request, we will provide that data to you, upon written request, in a timely fashion.
  6. If any request is particularly costly to respond to, in our sole determination, we reserve the right to pass such cost on to you.

General conditions

  1. Technical support is only provided via email.
  2. Unless your subscribed plan to an Individual Service specifies a Service Level Agreement (“SLA”), there is no SLA.
  3. You understand that Notioneer uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
  4. 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 Notioneer.
  5. 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.
  6. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

Warranty disclaimer

  1. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
  2. Notioneer 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, or (v) any errors in the Service will be corrected.

Limitation of liability

You expressly understand and agree that Notioneer shall not be liable for any direct, 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 Notioneer 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.

Indemnity

You agree to defend, indemnify and hold harmless Notioneer, Inc., its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Terms of Services; (iii) any violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that use of our Service caused damage to a third party; or (v) any claim that use of our services or participation in any program offered by Notioneer creates a legal nexus or obligation between Notioneer and any jurisdiction other than Colorado, USA. This defense and indemnification obligation will survive this Terms of Service and your use of our Service.

Severability

If any of the provisions, or portions thereof, of this Terms of Service are found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, this Terms of Service shall remain in full force and effect and such provision or portion thereof shall be deemed omitted. Further, when possible, a court or arbiter shall give effect to the intention of the invalid provision to the fullest extent possible within the law.

Waiver or delay

The failure of Notioneer to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

Jurisdiction & dispute resolution

This Terms of Service, your use of our Service, and the relationship between you and Notioneer are made under and shall be governed by the laws of the State of Colorado without regard to conflict of law provisions.

In the event of any controversy or claim arising out of or relating to this Terms of Service, or the breach thereof (collectively, the “Dispute”), we mutually agree to expedite resolution and control costs by the following:

  1. We each agree to negotiate informally, in good faith, for at least 30 days before initiating any other proceeding. Such informal negotiations begin upon written notice from you to Notioneer, or Notioneer to you.
  2. We each agree that, apart from informal negotiations, any Dispute shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules or, if applicable, its Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You understand that you are waiving any right to sue or have a jury trial.
  3. To the extent possible, we each agree to conduct any arbitration through submission of documents, by phone, or by video; and further, if arbitration must happen in person, that it shall take place in Arapahoe County, Colorado.
  4. We each agree to not combine proceedings with other parties.
  5. You agree to not initiate and not participate in any proceeding on a class-action basis or to utilize class action procedures.

If, for any reason, legal proceedings take place in court, you further agree to the exclusive venue of the courts of Arapahoe County, Colorado.

Full agreement

The Terms of Service constitutes the entire agreement between you and Notioneer and governs your use of the Service, superceding any prior agreements or understandings between you and Notioneer (including, but not limited to, any prior versions of the Terms of Service).

Questions about the terms of service? Please get in touch and we’ll be happy to answer them!


Notioneer policies are open source, licensed under CC BY 4.0.
Adapted from Basecamp open-source policies / CC BY 4.0.