THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR" OR "YOURSELF") AND OPENSHEETS BVBA ("OUR," "US," "WE" OR "OPENSHEETS"), WHICH GOVERNS YOUR USE OF THE OPENSHEETS WEBSITE, APPS, APIs AND WIDGETS, TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE SAME BY US (COLLECTIVELY, "THE SERVICE"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICE. BY REGISTERING FOR, USING OR OTHERWISE ACCESSING THE SERVICE, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN. THE SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 13 YEARS OF AGE OR OLDER. IF YOU ARE NOT YET 13 YEARS OLD, PLEASE DISCONTINUE USING THE SERVICE IMMEDIATELY, OR IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE AND OUR PRIVACY POLICY.
1. ACCESS TO THE SERVICE
1.1 You may use the Service only if you can legally form a binding contract with OpenSheets, and only in compliance with these Terms and all applicable laws. When you create your OpenSheets account, you must provide us with accurate and complete information. Any use or access by anyone under the age of 13 is not allowed. If you’re based in the EEA, you may only use OpenSheets if you are over the age at which you can provide consent to data processing under the laws of your country or if verifiable parental consent for your use of OpenSheets has been provided to us. Using OpenSheets may include downloading software to your computer, phone, tablet, or other device. You agree that we may automatically update that software, and these Terms will apply to any updates.
1.2 Subject to certain limitations as described herein, you are granted the right to access text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") under certain terms and conditions as set forth in this Agreement. In order to use the Service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and to be able to access the digital Content files. Download and use of software content may be subject to an additional license agreement.
2. YOUR REGISTRATION OBLIGATIONS
You agree to provide true, accurate, current and complete information about yourself as prompted by the Service registration process (such information being the "Registration Data"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service, as applicable. If you are already registered for the Service, you shall utilize your existing user ID and password in connection with your account (collectively referred to herein as "IDs"). If you are not already registered, you shall establish IDs. You agree that you will not allow another person to use your IDs to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed. A person who completes the registration process for the Service is sometimes referred to herein as a "Registered User".
3. SERVICE FEES
3.1 By registering for the Service, you agree to pay the fees designated for the Service level you select and in accordance with this section 3.1. Additional charges may include purchases you make or service level changes you request. Subject to your right to terminate the Service prior to the expiration of a Trial Period (defined hereinafter), if any, as described in Section 3.3 below, you agree to pay the applicable amounts for the minimum period specified therein. The term "month" (or "monthly") is defined herein as a 30-day cycle; and "year" (or "annual" or "annually") is defined as a 360-day cycle. If you access the Service via the iOS platform, payment will be charged to your iTunes Account at confirmation of purchase.
3.2 Your subscription will continue automatically at the fee rate applicable to the Service, which you have selected unless terminated by OpenSheets or until you notify OpenSheets of your decision to cancel your subscription to the Service via your account portal. See the Section entitled "Termination / Cancellation" for cancellation instructions. All subscriptions require a commitment for a minimum period(s) of time ("Service Level Period") and, consequently, cannot be cancelled until the end of the Service Level Period. You may, at any time during your subscription period, set your account to cancel, or select another monthly, quarterly , semiannual, or annual subscription plan into which to renew, effective at the end of your then-current plan. At the end of your monthly, quarterly, semiannual, or annual subscription period(s), your subscription will automatically renew (the “Renewal Date”) and you will be billed for a monthly, quarterly, semiannual, annual or biennial subscription respectively at your then-current plan level, unless you elect to terminate the Service pursuant to Section 4 at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. You will receive an email notice approximately 30 days prior to the Renewal Date. The notice will let you know that your current subscription term is about to end and the Renewal Date when your subscription will be renewed and your account charged. All notices regarding your subscription will be sent to your last email of record. Please keep a record of when your subscription term ends and the next Renewal Date. You are responsible for timely canceling your subscription regardless of whether you receive any notice from us. Monthly or yearly subscriptions automatically renew unless auto-renew is turned off at least 24-hours before the end of the current period. The account will be charged for renewal within 24-hours before the end of the current period. You can manage your subscription - change or cancel auto-renewal - in your Account Settings after purchase.
3.3 If, when registering, you signed up for a subscription with a "Trial Period," you will be allowed a period during which you can try out the Service. Only one Trial Period is permitted per person. Certain Content may not be available for access during your Trial Period. The Trial Period will expire upon the last day of the number of days indicated in the Trial Period offer concerned ("Expiration of the Trial Period"). (Please refer to the confirmation provided on the site and via email for the specific terms of your Trial Period). If you terminate the Service prior to the Expiration of the Trial Period, you will not have any further obligation with respect to the version of the Service to which you have committed and any remaining Trial Period credits will expire. If you do not terminate and do nothing, at the Expiration of the Trial Period, you will be automatically subscribed to the OpenSheets Subscription Service and billed based on the payment plan selected when you registered (or as you may have updated through the "Your Account" section of the Service). By signing up to a Trial Period, you understand and agree that: (i) you will be required to provide billing payment method upon registration; (ii) OpenSheets will obtain a pre-authorization for the fee amount that you will be charged at the Expiration of the Trial Period. It is possible that some financial institutions may perceive these requested amounts as actual pending charges. These are not actual charges however, and you are solely responsible for any rules that your credit card company applies to them, such as overdraft fees. A purchased subscription activates immediately and eliminates any unused portion of a free trial period.
3.4 Payment must be made by a major credit card accepted by OpenSheets (currently, VISA, MasterCard, American Express and Discover), or any other methods of payment as OpenSheets may accept from time to time. If OpenSheets does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon demand by OpenSheets. Your card issuer agreement governs your use of your designated card in connection with the Service, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT OPENSHEETS, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU. If you want to designate a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed the Service using your IDs without your authorization, you must contact OpenSheets immediately at support@opensheets.org.
3.5 If OpenSheets does not receive the full amount of your Service account balance within thirty (30) days of the Billing Date, a late payment charge of one and one-half percent (1.5%) per month (or the highest amount allowed by law, whichever is lower) may be added to your bill and immediately become due and payable. Unless you notify OpenSheets of any discrepancies within sixty (60) days after they first appear on your account statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release OpenSheets from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to OpenSheets within sixty (60) days of its first appearance on an invoice or credit card statement.
3.6 You agree to pay OpenSheets all reasonable attorney's fees and costs incurred by OpenSheets to collect any past due amounts. Your account may be deactivated without further notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your Service account.
3.7 The fees, charges and payments hereunder do not include and you are solely responsible for paying any taxes, duties, government levies or other charges imposed by a taxing or other regulatory authority relating to your use of the Service. You are solely responsible for arranging payment for any and all additional or premium charges for your use of any third party services via the Service.
3.8 OPENSHEETS RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY OPENSHEETS. If any such change is unacceptable to you, you may cancel your subscription to the Service, as provided in Section 4. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE.
3.9 OpenSheets iOS services are: OpenSheets.
4. TERMINATION /CANCELLATION/ REFUNDS
4.1 To cancel your account, please visit the Settings section of your Profile page. To cancel your subscription, please visit the Subscription link within the Settings section of your Profile page. If you cancel your subscription, OpenSheets will not refund any remaining portion of your subscription fees except as expressly provided for herein. Please note that, following cancellation of your account or your subscription to the Service, you will not be able to access the Service.
4.2 We may terminate this Agreement, restrict, suspend or terminate your use of the Service immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and it will not limit any other rights or remedies which are available to us.
4.3 You may terminate this Agreement by providing us with notice of your termination via your account portal and ceasing to use Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service. Upon the effective date of any such termination, your right to use the Service shall immediately cease.
4.4 Auto-renewing subscriptions purchased through an iOS application can only be cancelled by following the instructions located at https://support.apple.com/en-us/HT202039. Refund requests for cancelled auto-renewing subscriptions purchased through an iOS application must be submitted to Apple Support using this link: https://getsupport.apple.com/ContactInfo.action.
4.5 Auto-renewing subscriptions purchased through an Android application can only be cancelled by following the instructions located at https://support.google.com/googleplay/answer/2476088?hl=en. Refund requests for cancelled auto-renewing subscriptions purchased through an Android application must be submitted to Google Play Support using this link: https://play.google.com/store/account.
5. USER RESTRICTIONS
5.1 You may not use the Service to upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Service, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Service; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others.
5.2 You may not use the Service to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Service or any information, data or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on us, the Service, or anyone else; and/or (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Service.
5.3 You are prohibited from violating or attempting to violate the security of the Service, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Service or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Service or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 In some cases, OpenSheets derives its rights to use the Content offered on the Service from third party content owners ("Content Providers") for fixed periods of time. As well, OpenSheets is sometimes required to remove certain Content off the Service for legal reasons. Therefore, certain Content offered or advertised by OpenSheets may not be available when you try to access it, and not all Content is available in all countries or territories.
6.2 By using the Service, you acknowledge and agree that you have no right to provide any files obtained through the Service to any other party or through any other means. You agree that you will not duplicate or otherwise reproduce the Content, or any portion thereof, onto any physical medium, memory or device now known or hereinafter devised; except, however, that you may print out text-based Notation for your personal, non-commercial use, as permitted by our license agreements with Content Providers. With respect to certain songs, Content Providers will not permit this functionality. In addition, you agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any Content protection methods. "Notation" means a system of notation using letters, symbols, or other visual cues to indicate how a musical work is to be played.
6.3 Except as expressly stated in Section 7 (“User Generated Content”), the Content available through the Service is the property of OpenSheets or its Content Providers and is protected by copyright and other intellectual property laws. Content received through the Service may be accessed for your personal, non-commercial use only.
6.4 You acknowledge that OpenSheets retains exclusive ownership of the Service and all intellectual property rights associated therewith, subject to the terms of the GNU Public License. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Service or the Content, and OpenSheets reserves all rights not expressly granted hereunder. You may not copy, reproduce, transfer or access (except as expressly authorized by this Agreement), re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, redistribute, modify, create derivative works from, capture or store in any physical media, market, rent, sell, lease, sublicense, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Service or any related software, except as expressly provided for in the GNU Public license. You shall promptly notify OpenSheets in writing upon your discovery of any unauthorized use or infringement of the Service or the Content or OpenSheets's patent, copyright, trade secret, trademarks or other intellectual property rights. Except as expressly provided for herein, any copy or use of any portion of the Service shall constitute an act of copyright infringement and a breach of this Agreement. Furthermore, OpenSheets may in its sole discretion pursue any other available rights or remedies at law or in equity for a violation of this Agreement or such copyright infringement.
6.5 We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(iii) a description of where the material that you claim is infringing is located on the site;
(iv) your address, telephone number, and email address;
(v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(vi) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:
Copyright Agent
Email: contact@opensheets.org
6.6 Please note that any Content made available on or through the Service which contains or displays the YouTube logo or which is provided via the YouTube player is hosted on YouTube's servers, and OpenSheets thus does not have the ability to permanently remove all or any such content from YouTube's servers. Therefore, if you have a complaint concerning any video content made available on the Service that is provided by YouTube, you should contact YouTube directly in accordance with copyright policies at: http://www.youtube.com/t/terms. If you believe that your work is available on the Website via the YouTube player in a way that constitutes copyright infringement, please: (i) contact YouTube directly in accordance with copyright policies at: http://www.youtube.com/t/terms and (i) contact OpenSheets by sending us a notice in accordance with the provisions of this Section 6.
6.7 The OpenSheets logos and other trademarks on the site are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by OpenSheets and may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner.
7. USER GENERATED CONTENT
7.1 The Service may, but is not obligated to, offer interactive features that allow Registered Users to, among other things, submit or post Content ("User Generated Content") or links to third party Content on areas of the Service accessible and viewable by other users of the Service and the public. If you are a Registered User, you represent and agree that any use by you of such features, including any User Generated Content or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances. Registered Users also further agree to provide accurate and complete information in connection with your submission or posting of any User Generated Content on the Service. "User Generated Content" includes, without limitation, Notation, reviews, videos, photos, articles, audio files, applications and any other content whether copyrightable or not.
7.2 OpenSheets does not claim any ownership rights in User Generated Content that you transmit, submit, display or publish ("post") on, through or in connection with the Service. After posting your User Generated Content on, through or in connection with the Service, you continue to retain any such rights that you may have in your User Generated Content, subject to the limited license herein. By posting any User Generated Content on, through or in connection with the Service, you hereby grant to OpenSheets a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such User Generated Content solely on, through or in connection with the Service, including, without limitation, through the Service to applications, widgets, websites or mobile, desktop, including, without limitation, distributing part or all of the Service and any User Generated Content included therein, in any media formats and through any media channels, and shall constitute a waiver of any rights, ''moral rights,'' or any similar rights under any jurisdiction. This limited license does not grant OpenSheets the right to sell or otherwise distribute your User Generated Content outside of the Service.
7.3 The license you grant to OpenSheets is non-exclusive (meaning you are free to license your User Generated Content to anyone else in addition to OpenSheets), fully-paid and royalty-free (meaning that OpenSheets is not required to pay you or anyone else deriving rights from you for the use on the Service of the User Generated Content that you post), sublicensable (so that OpenSheets is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Service) and worldwide (because the Internet and the Service is global in reach).
7.4 OpenSheets reserves the right not to post or publish any User Generated Content, and to delete, remove or edit any User Generated Content, at any time in its sole discretion without notice or liability.
7.5 OpenSheets has the right, but not the obligation, to monitor any information and User Generated Content submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that OpenSheets in its sole discretion deems appropriate.
7.6 Rights Granted to Registered Users:
(a) Notation Rights. Subject to any third party restrictions, OpenSheets grants to Registered Users a nonexclusive right and license, solely on or through Service, to (i) create Notation based upon the compositions that we have licensed from third party publishers and writers (the "Licensed Compositions"); and (ii) reproduce, distribute and display the Notation (or any portion thereof) on or through the Service.
(b) Demonstration Rights. Subject to any third party restrictions, OpenSheets grants to Registered Users a nonexclusive right and license, solely on or through the Service, to (i) record the Licensed Compositions as audio files, (ii) record the Licensed Compositions in synchronization with visual images representing Notation; and (iii) perform publicly the Licensed Compositions and any reproductions in conjunction with Notation (collectively the "Demonstration Rights").
(c) The Notation Rights and the Demonstration Rights as provided hereunder are collectively referred to hereunder as the "Rights Granted." For purposes of clarification and the avoidance of doubt, the Rights Granted are only granted to Registered Users of the Service and not to any other users of or visitors to the Service.
(d) Ownership and Reservation of Rights. Except for the Rights Granted hereunder, and subject to any third party restrictions, the respective Content Providers retain all right, title and interest in and to the Licensed Compositions and nothing in this Agreement shall (or shall be construed to) restrict, impair, transfer, license, convey or otherwise alter or deprive the respective Content Providers of any of their rights or proprietary interests in any intellectual property, content, data, information or any other materials or rights, tangible or intangible.
8. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE OPENSHEETS SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS. OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPENSHEETS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL OPENSHEETS'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).
If we cause damage to you and you're a consumer in the EEA, the above doesn’t apply. Instead, OpenSheets’s liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of contract. OpenSheets isn’t liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability won’t apply to any statutory liability that cannot be limited, to liability for death or personal injury caused by our negligence or willful misconduct, or if and to exclude our responsibility for something we have specifically promised to you.
10. INDEMNITY
You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement, (b) your use of the Service, and/or (c) the use of the Service by any other person using your IDs. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.
11. CHOICE OF LAW AND CONSENT TO JURISDICTION
The Service is created, operated and controlled by OpenSheets in the country of Belgium. The laws of Belgium will govern this Agreement without giving effect to any principles or conflicts of laws.
12. OBJECTIONABLE MATERIAL
You understand that by using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Service at your sole risk and that OpenSheets shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content descriptions are provided for convenience, and you acknowledge and agree that OpenSheets does not guarantee their accuracy. If you're a consumer in the EEA, we don’t exclude or limit any liability for gross negligence, intent, or death or personal injury caused by our negligence or willful misconduct.
13. LINKS TO OTHER SITES
The Service may contain hyperlinks and pointers to other sites on the Internet that may be maintained by third parties ("Other Sites"). If you use the hyperlinks to access these Other Sites, you will leave the Service and your browser will be re-directed to the Other Sites. The Other Sites may have their own terms of use and privacy policy and those Other Sites may have different practices and requirements than the Service. OpenSheets may not have knowledge of, and is not responsible for, the content, information, services, products or advertisements presented by any Other Site which you use at your own risk. OpenSheets does not warrant or make any representation regarding the legality, accuracy, quality or authenticity of content, information, services or products presented by Other Sites. The hyperlinks to Other Sites do not constitute an endorsement by OpenSheets of any Other Site(s) or resources, or their content, information, services or products. The Service is only providing these links to you as a convenience. The terms of use and privacy policy of any Other Sites shall apply to your access and use of them. OpenSheets accepts no responsibility for the content or conduct of Other Sites
14. OPENSHEETS LINKING AND WIDGET POLICY
Any website that links to the Service or on which you include the OpenSheets widget: (a) must not frame, surround, obfuscate or create a browser or border environment around any of the Content of the Service; (b) may link to, but not replicate, the Content of the Service; (c) must not imply that OpenSheets or the Service are endorsing or sponsoring it or its products, unless OpenSheets has given its prior written consent; (d) must not present false information about OpenSheets or its products or services; (e) must not use the Service or trademarks except as expressly permitted in this Agreement or without OpenSheets's prior written permission; (f) must not contain content that is illegal, obscene or defamatory, or that could be construed as distasteful, offensive or controversial; and (g) must not support, endorse or encourage piracy or the unauthorized exploitation of intellectual property rights. Notwithstanding anything to the contrary contained in this Agreement, OpenSheets reserves the right to deny permission to link to the Service for any reason in our sole and absolute discretion. Any OpenSheets widget is not provided for commercial use, distribution or exploitation. If you are the operator of a commercial website and would like to link to the Service or include the OpenSheets widget in your website, please contact us by emailing support@OpenSheets.com. OpenSheets reserves the right to remove links or block the OpenSheets widget at any time and for any reason in its absolute discretion.
15. OPENSHEETS PRIVACY POLICY
OpenSheets takes your privacy seriously and operates under the policies and principles outlined in its Privacy Policy, which contains important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Service. Our Privacy Policy is set forth here.
16. CUSTOMER SUPPORT
If you need assistance with your account, you may reach Customer Support at any time here: https://opensheets.org/contact or by email at support@opensheets.org. Please note that these are the only methods to contact OpenSheets for Customer Support; there is no Customer Support by telephone or fax. The Disclaimers of Warranties and Limitations of Liability set forth in these Terms of Use expressly apply to the use of Customer Support. We may utilize the services of third parties in providing you Customer Support.
17. OTHER IMPORTANT PROVISIONS
17.1 You shall not use the Service in any manner contrary to local, state or federal law. OpenSheets expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your Service immediately upon notice of your failure to comply with any such local, state or federal law.
17.2 Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.
17.3 No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.
17.4 These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by OpenSheets without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. If you’re a consumer in the EEA, OpenSheets may assign this agreement, and any rights and licenses granted under it, to a third party. In case of such an assignment, you are entitled to terminate the agreement with immediate effect by deactivating your account. OpenSheets will provide you with reasonable notice of any such assignment.
17.5 This Agreement, together with our Privacy Policy and any other rules, regulations, procedures and policies which we refer to and which are hereby incorporated herein by this reference, constitutes the entire agreement between you and us with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Service.
17.6 Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement.
17.7 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
20. CHANGES OR MODIFICATIONS
We reserve the right to add, delete, change or modify parts of these Terms at our sole discretion and at any time without notice or liability to you. If we do this, we will post the changes to the Terms of Use on this page and will indicate the effective date of these Terms at the bottom of the page. It is important for you to refer to this Agreement from time to time to make sure that you are aware of any additions, revisions, or modifications that we may have made to this Agreement. Your continued use of the Service constitutes your acceptance of the new Terms.
Last updated October 15, 2018