The CultureSphere Platform Is Revolutionizing The Employee Experience

Terms of Service

 

The following terms and conditions govern the use of the CultureSphere mobile application, website and all content, services, features, activities and products available at or through the company, including, but not limited to the www.culturesphereapp.com website and the CultureSphere mobile application (collectively, the "Services"). The Services are owned and operated by CultureSphere, Inc. ("CultureSphere", "us" or "we"). Please review these terms and conditions, which together with CultureSphere's Privacy Policy, incorporated by reference herein in their entirety, constitute a legally binding agreement between you and CultureSphere, that conditions your use of the Services (this "Agreement").

 

By using or accessing the Services, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use the Services. You affirm that you are more than 17 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

 

1.     Content on the Services

 

1.1. In General. Any opinions expressed by the contributors, authors and moderators who post content to CultureSphere are the personal opinions of the authors, not of CultureSphere, whether or not the authors are employees or contractors of CultureSphere. The Content (as defined below) is provided for informational and entertainment purposes only and is not meant to be an endorsement or representation by CultureSphere or any of its affiliates.

 

1.2. Ownership. The Services and all materials published and/or distributed on or through the Services (including, but not limited to photographs, images, illustrations, audio clips and video clips) (collectively, the Content) are protected by copyright pursuant to U.S. and international copyright laws, and are owned mutually by the originator of the content as well as the originators place of employment and/or school of attendance.

 

1.3. Limited License. Subject to your compliance with this Agreement, CultureSphere grants you a limited, revocable, non-transferable, non-assignable and non-exclusive license to access, download, display, view, use, share, and play the Content on a personal computer, mobile phone or other wireless device, or other Internet enabled device, for your personal use, subject to the restrictions set forth in this Agreement.

 

1.4. Content Disclaimer. You understand and agree that when using the Services you will be exposed to Content from a variety of sources, and that CultureSphere is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against CultureSphere with respect thereto. CultureSphere does not endorse any Content or any opinion, recommendation, or advice expressed therein, and CultureSphere expressly disclaims any and all liability in connection with Content. If notified by a user or a content owner of Content that allegedly does not conform to these Terms, CultureSphere may investigate the allegation and determine, in its sole and unfettered discretion, whether to remove the Content, which it reserves the right to do at any time and without notice. For further clarity, CultureSphere does not permit copyright infringing activities on the Services.

 

Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the Internet by using search engines to search for "parental control protection," for example.

 

2.     User Generated Content

 

2.1. Prohibited Actions. You are solely responsible for your communications on and your use of the Services. You agree not to do any of the following: (A) post or transmit any libelous, defamatory, indecent, obscene, fraudulent, deceptive, abusive or pornographic message, data, image, content or video; (B) post or transmit any message, data, image, content or video that would violate any property rights of others; (C) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (D) upload files that contain a virus or corrupted data; (E) falsely purport to be an employee or agent of CultureSphere; (F) act, in your use of the Services, in a manner that is contrary to applicable law or regulation; or (G) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content.

 

2.2. Employer's & School's Exclusive Right to Manage User Submissions Shared Privately & Publicly. You acknowledge that any materials and other information you post, upload, or submit to the Services, including but not limited to photographs, video, audio, comments, messages, and text (each, a User Submission) may be edited, removed, deleted, modified, published, transmitted, and displayed by your employer or by your school of attendance in its sole discretion.

 

You expressly agree that your employer or school of attendance may remove, disable or restrict access to or the availability of any User Submissions from the Services at any time, for any reason or for no reason at all.

 

2.3. CultureSphere's Exclusive Right to Manage User Submissions Shared Publicly. CultureSphere reserves the right to treat any User Submissions shared publicly by an employer or school as content stored at the direction of users for which CultureSphere will not exercise control except to block or remove content that comes to CultureSphere's attention and is offensive, obscene, lewd, lascivious, violent, harassing, threatening, abusive, illegal, libelous, defamatory, fraudulent, deceptive, misleading or otherwise objectionable to CultureSphere, or to enforce the rights of third parties or the content restrictions set forth below in this Agreement when notice of their violation comes to CultureSphere's attention. However, CultureSphere shall not be responsible for controlling or editing any Content, and CultureSphere has no contractual obligation to remove inappropriate or unlawful Content. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Content.

 

2.4 License to Your Employer or School of Your User Submissions Shared Privately & Publicly. You hereby grant to your employer or school, and you agree to grant to them, a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, unconditional, unlimited, worldwide and cost-free license to use, copy, record, disclose, sell, re-sell, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, broadcast, publicly perform, or display all or any portion of your User Submissions for any purpose whatsoever in all formats, on or through any media, software, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses, and to advertise, market and promote the same. In order to further effect the rights and license that you grant to your employer or school to your User Submissions, you also hereby grant to them, and agree to grant to them, the unconditional, perpetual, irrevocable right to use your name, persona, image, photograph, and likeness that you provide in connection with any User Submission, without any obligation or remuneration to you.

 

2.5. Representations and Warranties Related to Your User Submissions. Each time you submit a User Submission, you represent and warrant that, as to that User Submission, (A) you are either the sole author and owner of the image, video, intellectual property and/or other rights to the User Submission, (B) the User Submission is accurate; (C) the User Submission does not and, as to CultureSphere's permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or other right of any third party; (D) the User Submission will not violate this Agreement, or cause injury or harm to any person, company, institution, or school; and (E) the User Submission complies with all applicable laws and regulations.

 

2.6. Responsibility of Users. You are entirely responsible for the content of, and any harm resulting from your User Submissions. CultureSphere does not assume any responsibility or liability for any User Submissions posted on the Services or any website linked to the Services and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the User Submissions.

 

You are responsible for maintaining the confidentiality of your password and account, and agree to notify CultureSphere if your password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under your registered account. You agree to immediately notify CultureSphere of any unauthorized use of your account or any other breach of security in relation to CultureSphere known to you. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your username, password, or any credit, debit, or charge card number, if applicable), then you agree to immediately change your password and notify CultureSphere. You may be liable for the claims against or losses incurred by CultureSphere or others due to any unauthorized use of your account.

 

3.     Links to Third Party Applications and Websites

 

The Services may contain links to third party applications and websites (Third Party Services) that are not owned or controlled by CultureSphere. Access to Third Party Services is at your own risk, and CultureSphere is not responsible for the accuracy, availability or reliability of any information, photos, videos, audio, data, opinions, advice or statements made available on Third Party Services. The Third Party Services are not under the control of CultureSphere and, as such, CultureSphere is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services. The inclusion of any links to Third Party Services on CultureSphere does not imply an endorsement or recommendation by CultureSphere. CultureSphere is not responsible for any form of transmission received from any link, nor is CultureSphere responsible if any of these links are not working appropriately. These Third Party Services are not governed by this Agreement, thus you are responsible for viewing and abiding by any privacy statements and terms of use posted in connection with Third Party Services.

 

4.     Copyright or Intellectual Property Infringement Notification Digital Millennium Copyright Act

 

4.1. Takedown Notice. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

 

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

 

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

 

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

 

Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

 

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

 

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

CultureSphere's designated Copyright Agent to receive notifications of claimed infringement is Danny Gordon, who can be reached at copyright@culturesphereapp.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to CultureSphere customer service at feedback@culturesphereapp.com. You acknowledge that if you fail to comply with all of the requirements of this Section 4.1, your DMCA notice may not be valid.

 

4.2. Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

 

Your physical or electronic signature;

 

Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

 

A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

 

Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the party who provided notification of the alleged infringement.

 

If a counter-notice is received by the Copyright Agent, CultureSphere may send a copy of the counter-notice to the original complaining party informing that party that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at CultureSphere's sole discretion.

 

5.     Premium Accounts

 

CultureSphere is a free service that can be downloaded and used by any employee of any company or any student of any school. Certain premium services are available in the form of corporate accounts or school accounts, and are made available to all companies, corporations, organizations, institutions, and schools in the form of Administrator Accounts. The terms of this Agreement shall apply, in addition to any further payment terms and conditions provided at the time the Customer elects to utilize and pay for such premium services.

 

6.     Operation of the Services

 

CultureSphere reserves complete and sole discretion with respect to the operation of the Services. CultureSphere may, among other things: (A) make available to third parties information relating to the Services and their users, subject to the Privacy Policy; and (B) withdraw, suspend or discontinue any functionality or feature of the Services. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which CultureSphere may undertake from time to time; or (iii) causes beyond the control of CultureSphere or which are not reasonably foreseeable by CultureSphere.

 

7.     DISCLAIMER OF WARRANTIES

 

The services are provided by CultureSphere on an as is basis. CultureSphere makes no representations or warranties of any kind, express or implied, as to the operation of the services or the information, content, materials, or products included on the services, including the accuracy (either when posted or as a result of the passage of time) of any content on the services. to the full extent permissible by applicable law, CultureSphere disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and that access to or use of the services will be secure, accessible continuously, uninterrupted or error-free. CultureSphere makes no representations, warranties or guarantees against human and machine errors, omissions, delays, losses (including loss of data), or that files available for download from the services will be free of infection by viruses, worms, trojan horses or other code that manifest contaminating or destructive properties. this disclaimer of warranty constitutes an essential part of this agreement. if you are dissatisfied with any portion of the service, or with any of these terms, your sole and exclusive remedy is to discontinue using the services and, where applicable, terminate your account. to the extent that you might otherwise believe that any warranties, guarantees or representations have been made to you, you hereby agree that such statements, whether made orally or in writing, are to be construed as merely nonbinding expressions of policy rather than affirmative representations, obligations, guarantees or warranties. in the event of any conflict between this section 8 and other terms or provisions of this agreement, this section shall be construed to take precedence.

 

8.     LIMITATION OF LIABILITY

 

Some countries do not allow the limitation or exclusion of liability in contracts with consumers and as a result the contents of this section may not apply to you. neither CultureSphere nor any of its subsidiaries, affiliated companies, suppliers, shareholders, employees, agents, officers, or directors shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a premium service, if any, or us $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising out of the use or inability to use the services or resulting from use of or reliance on the content, even if CultureSphere may have been advised of the possibility of such damages, or for any claims by any third parties. this limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different.

 

You specifically acknowledge that CultureSphere shall not be liable for content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

 

The Services are controlled and offered by CultureSphere from its facilities in the United States of America. CultureSphere makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

 

9.     VIOLATIONS / INDEMNIFICATION

 

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless CultureSphere, 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 these terms of service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content caused damage to a third party. this defense and indemnification obligation will survive these terms of service and your use of the service.

 

10.     Complete Agreement

 

This Agreement, which incorporates CultureSphere's Privacy Policy, constitutes the entire agreement between you and us relating to your access to and use of the Services and supersedes any prior or contemporaneous written or oral agreements, communications or other understandings relating to the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other premium services, third-party content, or third party software. This Agreement may not be modified, either expressly or by implication, except as set forth below in Section 11.

 

11.     Modifications/Termination

 

11.1. In General. This Agreement may be modified only (A) by obtaining our written consent in a notarized agreement signed by an officer of CultureSphere; or (B) as set forth below in Section 11.2.

 

11.2. Periodic Revisions. You agree that we may modify the terms of this Agreement from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. You will be deemed to have agreed to the new terms and conditions if you continue to access the Services. It is your responsibility to review this page for possible modifications.

 

12.     Dispute Resolution / Jurisdiction

 

This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You agree that any claim or dispute between you and CultureSphere that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located within San Francisco County, California. You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed a passive website that does not give rise to personal jurisdiction over CultureSphere, either specific or general, in jurisdictions other than California. You agree to submit to the personal jurisdiction and venue of the courts located in San Francisco, California for the purpose of litigating all such claims or disputes. You and CultureSphere agree that any cause of action arising out of or related to the services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

 

12.1. Injunctive Relief. You expressly waive the right and agree not to bring or participate in any action for equitable or injunctive relief with respect to any dispute under or relating to this Agreement, including in any arbitration.

 

12.2. Class Actions. You expressly waive the right and agree not to bring or participate in any class action or joinder or consolidation of claims with respect to any dispute under or relating to this Agreement, including in any arbitration.

 

13.     Severability

 

If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable or invalid, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

 

14.     Notice

 

CultureSphere may deliver notice to you under this Agreement by means of electronic mail, a general or specific notice on the Services, a communication to your CultureSphere account or by written communication delivered by first class U.S. mail to your address on record. You may give notice to CultureSphere at any time via electronic mail to the following address: info@culturesphereapp.com.

 

15.     Assignment

 

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you without CultureSphere's prior written consent, but may be assigned by CultureSphere without restriction.

 

16.     Account Termination

 

CultureSphere may, in its sole and unfettered discretion, for any or no reason, and without penalty, terminate and/or suspend your access to the Services without notice. CultureSphere prefers to advise you of your inappropriate behavior and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by CultureSphere in its sole and unfettered discretion, may result in immediate termination of your access to the Services. If CultureSphere terminates your access to the Services, CultureSphere may delete your user profile(s) but will not be obligated to, and may delete any Content that you have provided in connection with the Services. CultureSphere has the right to terminate any password-restricted account for any reason.

 

17.     Miscellaneous

 

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind CultureSphere in any respect whatsoever. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control of affect the meaning or construction of any provision of this Agreement.

 

18.     Customer Reference

 

You agree (i) that CultureSphere may identify you as a recipient of services and use your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by CultureSphere for promotional purposes on its website.

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