Terms of Service

Effective on September 25, 2020

Acceptance of Terms

This Terms of Service document, (the “TOS”), is an agreement you must accept in order to use our Service (as defined below). The terms “you” and “users” encompass all users. This document describes both your rights and your obligations as part of using the Service. It is important that you read it carefully because you will be legally bound to these terms. With Labs, Inc. (“With” “we” “us”) only provides its Service (as defined below) to you subject to this TOS. By accepting this TOS or by accessing or using the Service, you agree to be bound by this TOS (including the Privacy Policy, which is incorporated here by reference).

If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this TOS. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that this TOS is a contract between you and With, even though it is electronic and is not physically signed by you and With, and it governs your use of the Service.

As our business evolves, With may change this TOS. If we make a material change to the TOS, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of the TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using the Services, which you may do by clicking here or otherwise through the process provided in the Service.

As part of the registration process, you will provide your name and email address for your account. With is password free using your email account to process logins instead. You are responsible for maintaining the confidentiality of your login and account and for all activities that occur under your login or account.

By accessing or using the Services, you affirm that you are at least 16 years of age (or have reached the age of digital consent if that is not 16 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS.

Description of Service

The “Service(s)” means (a) With’s website located at https://with.so and any related web application (collectively, the “Site”) and (b) all software (including the Software, as defined below), applications, data, text, images, and other content made available by or on behalf of With through the foregoing. The “Service” does not include Your Data (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service (each a “Non-With Product”). Any modifications and new features added to the Service are also subject to this TOS. With reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to With.

Access and Use of the Service

You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by With in its sole discretion). See the section titled Representations and Warranties for specific provisions outlining prohibited uses of the Service. You shall comply with any codes of conduct, policies, storage limitations, or other notices With provides you or publishes in connection with the Service from time to time, but if any of those policies materially change the TOS, we will provide you with reasonable notice as provided in the Acceptance of Terms section above. You shall promptly notify With if you learn of a security breach related to the Service.

Any software that may be made available by or on behalf of With in connection with the Service, including With’s desktop application, (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, With only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved.

As part of your use of the service you may be offered the opportunity to select a room name of your choice. With retains the right to deny your use of your chosen room name for any reason. With reserves certain words for its own use and will not issue names that are offensive. You may not buy, sell or solicit other forms of payment in exchange for room names. If your room name uses another’s trademark in a way that may mislead or confuse people about your affiliation, With may ask you to select a new name, select one for you, or terminate your service.

You hereby agree to be bound by these terms, and acknowledge that violation of With’s TOS is grounds for termination of Your Account.

Your Data Rights and Responsibilities

"Your Data" means any data and content you upload, post, transmit or otherwise made available via the Services (which may include data you elect to import from Non-With Products you use). "Your Data" includes files you upload, comments you make on files, profile information and anything else you enter or upload into the Service. With will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security.

In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.

If any users send us any feedback or suggestions regarding the Service, you grant With an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.

You are solely responsible for your conduct, the content of Your Data, and all communications with others while using the Services. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and your users may be able to access using the Services. The Services provide features that allow you to share Your Data and other materials with others. Please consider carefully what you allow to be shared.

No Fee During Beta. During the period that the Service is in beta we do not intend to charge for the Service.

Representations and Warranties

You represent and warrant to With that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow With to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Your Data and your other activities in connection with the Service, and With’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.You also agree not to:

Disclosure

You acknowledge, consent and agree that With may access, preserve and disclose your account information and Your Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any of Your Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of With, its users and the public.

Term; Termination

This TOS will continue in full effect unless and until your account or this TOS is terminated as described herein.

We reserve the right to deactivate and delete your account and terminate this TOS at any time for any reason, or no reason, with or without notice. Upon any termination of this TOS, we will have no obligation to maintain or provide Your Data.

Please see our Privacy Policy for more information about the choices you have regarding Your Data.

Disclaimer of Warranties

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but With shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that Your Data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while With takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. With will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.

THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WITH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WITH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM WITH OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

NO HIGH RISK USE. The Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Services shall not be used for or in any HIGH RISK environment.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WITH BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($100) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, WITH’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our discretion, disable and/or terminate the accounts of users who may be repeat infringers. 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 With's Copyright Agent the following information: a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; b) a description of the copyrighted work or other intellectual property that you claim has been infringed; c) a description of where the material that you claim is infringing is located on the site; d) your address, telephone number, and email address; e) 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; f) 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. With's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:
With Labs, Inc.
595 Pacific Ave., 4th Fl
San Francisco, CA 94133

By email:
support@with.so

Idemnification

You shall defend, indemnify, and hold harmless With from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Data, or your use or misuse of the Service. With shall provide notice to you of any such claim, suit or demand. With reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting With’s defense of such matters.

Enforceability

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.

Integration, Modification, and Authority

This TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS. All waivers and modifications to this TOS must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of this TOS, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind With in any respect whatsoever.

Assignment

You may not assign this TOS without the prior written consent of With, except, if you are a company or other legal entity, you may assign this TOS in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to With. With may assign or transfer this TOS, in whole or in part, without restriction.

Notices

Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Choice of Law and Forum

The TOS and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law.

Waiver and Severability of Terms

The failure of With to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.