Tangle - Access Agreement

This Access Agreement (this “Agreement”) governs Your use of absurd:joy, Inc. (“ABSURD:JOY”)’s remote collaboration app referred to as Tangle (“Tangle”), including any related documentation and application programming interfaces, regardless of the delivery mechanism. As used in this Agreement, “You” means the individual or the entity on whose behalf the individual is acting.

This Agreement shall govern your use of Tangle. ABSURD:JOY will provide You with access to Tangle and You may use Tangle solely for its intended use and not in violation of any laws. ABSURD:JOY may modify the functionality of Tangle at any time, at its sole discretion. You will be fully responsible for Your use of Tangle. Unless You are accessing the free version of Tangle, You will pay ABSURD:JOY for Your use of Tangle in accordance with ABSURD:JOY’s standard pricing, unless otherwise agreed.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR IN ANY WAY USING TANGLE. BY CLICKING YOUR ASSENT, OR ACCESSING OR USING TANGLE, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT, ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THE TERMS AND REPRESENT TO ABSURD:JOY THAT YOU ARE LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT ACCESS OR USE TANGLE.

1. ACCESS TO TANGLE. ABSURD:JOY will provide You with access to Tangle, and standard updates to Tangle that are made generally available by ABSURD:JOY during the term, on the terms of this Agreement and any additional terms and conditions on any online registration page or order form (each an Order Form”) that You use to sign up for Tangle. ABSURD:JOY may, in its sole discretion, discontinue Tangle or modify the features of Tangle from time to time without prior notice.
2. SYSTEM REQUIREMENTS. Use of Tangle requires one or more compatible devices, Internet access, and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Tangle involves hardware, software, and Internet access, Your ability to access and use Tangle may be affected by the performance of these factors. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
3. USE OF TANGLE AND YOUR RESPONSIBILITIES. You are solely responsible for Your use of Tangle and shall abide by, and ensure compliance with, all laws in connection with Your use of Tangle, including but not limited to laws related to recording, intellectual property, privacy and export control. a. Registration Information. You may be required to provide information about Yourself in order to register for and/or use Tangle. You represent that any such information is accurate and complete. You may also be asked to choose access credentials for Tangle. You are entirely responsible for maintaining the security of Your access credentials and agree not to disclose such to any other person. b. Your Content. You agree that You are solely responsible for the content (“Content”) sent or transmitted by You or displayed or uploaded by You in using Tangle and for compliance with all laws pertaining to the Content, including, but not limited to, laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content to Tangle and that such use does not violate or infringe on any rights of any third party. Under no circumstances will ABSURD:JOY be liable in any way for any (a) Content that is transmitted or viewed while using Tangle, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although ABSURD:JOY is not responsible for any Content, ABSURD:JOY may delete any Content, at any time without notice to You, if ABSURD:JOY becomes aware that it violates any provision of this Agreement, or any law. You retain any ownership of copyright and any other ownership You already hold in Content which You submit, post or display on or through, Tangle; provided, that, ABSURD:JOY has the right, and You hereby grant ABSURD:JOY the right, to use any Content You upload to Tangle for purposes of ABSURD:JOY providing and maintaining Tangle. c. Prohibited Use. You agree that You will not use, and will not permit any other person to use, Tangle to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of Tangle; (ii) knowingly or negligently use the Tangle in a way that abuses, interferes with, or disrupts ABSURD:JOY’s networks, Your accounts, or Tangle; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through Tangle any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of Tangle; or (vi) use Tangle to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of Tangle in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of ABSURD:JOY or other users Tangle; (viii) engage in any activity or use Tangle in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt Tangle, or any servers or networks connected to Tangle or ABSURD:JOY’s security systems. (ix) use Tangle in violation of any ABSURD:JOY policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws. d. Limitations on Use. You may not reproduce, resell, or distribute Tangle or any reports or data generated by Tangle for any purpose unless You have been specifically permitted to do so under a separate agreement with ABSURD:JOY.
4. CHARGES AND CANCELLATION. Unless the account You have entered to access Tangle (“Your Account”) is a free subscription, as specified in Your Order Form, You agree that ABSURD:JOY may charge to Your credit card or other payment mechanism selected by You and approved by ABSURD:JOY all amounts due and owing for access to Tangle, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. Unless stated otherwise, all prices and fees shown by ABSURD:JOY are exclusive of taxes and regulatory fees, service, service fees, set up fees, or any other fee or charge associated with Your Account. Where applicable, taxes and regulatory fees will be charged on the invoices issued by ABSURD:JOY in accordance with local laws and regulations. The taxes and regulatory fees charged can be changed without notice. All payments made by You under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to domestic or cross-border withholding taxes) is required on any payment, You will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. ABSURD:JOY may change prices at any time, including changing a free subscription from a free service to a paid service; provided, however, that ABSURD:JOY will provide You with prior notice and an opportunity to terminate Your Account if ABSURD:JOY changes the price of Tangle. You agree that in the event ABSURD:JOY is unable to collect the fees owed to ABSURD:JOY for Tangle through Your Account, ABSURD:JOY may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by ABSURD:JOY in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that ABSURD:JOY may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due hereunder.
5. TERMINATION. If you have purchased access to Tangle for a specific term, such termination will be effective on the last day of the then-current term. Your Order Form may provide that a renewal term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next renewal term. If You fail to comply with any provision of this Agreement, ABSURD:JOY may terminate this Agreement immediately and retain any fees previously paid by You. Upon any termination of this Agreement, You must cease any further use of Tangle. If at any time You are not happy with Tangle, Your sole remedy is to cease using Tangle and follow this termination process. Sections 3-12 shall survive termination or expiration of this Agreement.
6. PROPRIETARY RIGHTS. ABSURD:JOY retains ownership of all proprietary rights, including intellectual property, in Tangle and in all trade names, trademarks, service marks, logos, and domain names associated or displayed with Tangle.
7. INJUNCTIVE RELIEF. You acknowledge that any use of Tangle contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to Tangle, may cause irreparable injury to ABSURD:JOY and under such circumstances ABSURD:JOY will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
8. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT TANGLE IS PROVIDED “AS IS” AND ABSURD:JOY, ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ABSURD:JOY, ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF TANGLE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH TANGLE OR THAT TANGLE WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF TANGLE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF TANGLE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF TANGLE.
9. INDEMNIFICATION. You agree to indemnify, defend and hold harmless ABSURD:JOY, its affiliates, officers, directors, employees, consultants, agents, suppliers and partners from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from Your use of Tangle, Your violation of this Agreement or the infringement or violation by You or any other user of Your Account, of any intellectual property or other right of any person or entity or applicable law.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ABSURD:JOY OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE TANGLE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ABSURD:JOY, ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ABSURD:JOY’S, ITS AFFILIATES’ AND SUPPLIERS’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR TANGLE (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS..
11. PRIVACY AND OTHER POLICIES. Use of Tangle is also subject to ABSURD:JOY’s Privacy Statement, available at http://tangle.app/privacy, which is incorporated into this Agreement by this reference. Additionally, You understand and agree that ABSURD:JOY may contact You via e-mail or otherwise with information relevant to Your use of Tangle, regardless of whether You have opted out of receiving marketing communications or notices.
12. MISCELLANEOUS a. Choice of Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law provisions. Any legal action, suit or proceeding arising out of or relating to this Agreement, must be instituted exclusively in the federal or state courts located in New York, New York. b. Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect. c. General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter, except that if You or Your ABSURD:JOY have executed a separate written agreement or you have signed an order form referencing a separate agreement governing Your use of Tangle, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. ABSURD:JOY may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. ABSURD:JOY will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or ten (10) business days from the date of notice, if such is provided), they will be binding on You. If You do not agree with the changes, You should discontinue using Tangle. If You continue using Tangle after such ten-business-day period, You will be deemed to have accepted the changes to the terms of this Agreement. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes.