Terms of Service
Terms of Service
Last Updated: June 14,
2023
Please
read these Terms of Service (the “Terms”)
and our Privacy Notice (https://glystn.com/privacypolicy) (“Privacy Notice”) carefully because they
govern your use of the websites located at https://glystn.com/ and https://app.glystn.com (collectively, the “Site”)
and the services accessible via the Site and corresponding mobile application
(“App”) offered by Glystn, Inc. (“Glystn,”
“we,” “our,” or “us”). To make these Terms easier to read,
the Site and our services are collectively called the “Services.”
IMPORTANT NOTICE
REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE
AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND GLYSTN
THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW
CAREFULLY SECTION 17 (DISPUTE RESOLUTION FOR INDIVIDUALS) AND SECTION 18 (DISPUTE
RESOLTUTION FOR ENTITIES) BELOW FOR DETAILS REGARDING ARBITRATION.
1.
Description of Services. The Services are designed to provide you with
various information regarding content (such as text, comments, and reviews) on certain
designated third-party websites and platforms which the Services integrate with
(“Integrated
Third-Party Site(s)”) via application
programming interfaces (APIs) or otherwise (“Integrations”). The Services may also allow you to transmit
content through the Services via the Integrations to the Integrated Third-Party
Site(s) (such as if you reply to a comment on an Integrated Third-Party Site
via the Services).
2.
Agreement
to Terms. By using our Services, you
agree to be bound by these Terms. If you don’t agree to be bound by these
Terms, do not use the Services. IF YOU ARE ACCESSING AND USING THE SERVICES ON
BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU
REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE
TERMS. IN THAT CASE, “YOU” AND “YOUR” WILL REFER TO THAT ENTITY.
3.
Privacy
Notice. Please review our Privacy Notice, which also governs
your use of the Services, for information on how we collect, use and share
personal information.
4.
Changes to
these Terms or the Services. We may
update the Terms from time to time in our sole discretion. If we do, we’ll let
you know by posting the updated Terms on the Site, to the App and/or may also
send other communications. It’s important that you review the Terms whenever we
update them or you use the Services. If you continue to use the Services after
we have posted updated Terms it means that you accept and agree to the changes.
If you don’t agree to be bound by the changes, you may not use the Services
anymore. Because our Services are evolving over time we may change or discontinue
all or any part of the Services, at any time and without notice, at our sole
discretion.
5.
Who May
Use the Services?
(a)
Use of the
Services. You
may use the Services only if you are 18 years or older and capable of
forming a binding contract with Glystn, and not otherwise barred from using the
Services under applicable law
(b)
Account
Registration. For certain
features of the Services you’ll need an account. It’s important that you
provide us with accurate, complete and current account information and keep
this information up to date. If you don’t, we might have to suspend or
terminate your account. To protect your account, keep the account details and
password confidential, and notify us right away of any unauthorized use. You’re
responsible for all activities that occur under your account. We may process
personal information about account holders (“Account Data”) in accordance with our Privacy Notice.
(c)
Authorized
Users. If you are a
company or other legal entity, the Services may only be accessed and used by
your employees or contractors who have been designated and authorized by you to
be granted such access (each an “Authorized User”) for the sole purpose
of performing their job functions for you. Each account for the Services may
only be accessed and used by the specific Authorized User for whom such account
is created. The account credentials are confidential and cannot be shared or
used by more than one person. You are responsible and liable for: (i) all actions taken under an
Authorized User’s credentials, whether or not such action was taken or
authorized by the Authorized User; and (ii) all uses of the Services resulting
from access provided by Glystn, directly or indirectly, whether such access or
use is permitted by or in violation of these Terms.
6.
Subscription
Fees. Glystn
requires payment of a fee through the purchase of a subscription, such as a
monthly or annual subscription (each, a “Subscription”) for use of
the Services (or certain portions thereof) and you agree to pay such fees. Such Subscription and/or other fees will be
communicated to you via the Services (such as through a “Subscription Plan,”
“Billing,” or other pricing-related webpage accessible via the Site) or through
other means of communication with you
(a)
General. Whether you purchase a Subscription (a “Transaction”), you expressly
authorize us (or our third-party payment processor) to charge you for such
Transaction. We may ask you to supply additional information relevant to your
Transaction, including your credit card number, the expiration date of your
credit card and your email and postal addresses for billing and notification
(such information, “Payment Information”). You represent and warrant
that you have the legal right to use all payment method(s) represented by any
such Payment Information. When you initiate a Transaction, you authorize us to
provide your Payment Information to third parties so we can complete your
Transaction and to charge your payment method for the type of Transaction you
have selected (plus any applicable taxes and other charges). You may need to
provide additional information to verify your identity before completing your
Transaction (such information is included within the definition of Payment
Information). By initiating a Transaction, you agree to the pricing, payment,
and billing policies applicable to such fees and charges, as posted or
otherwise communicated to you. All payments for Transactions are non-refundable
and non-transferable except as expressly provided in these Terms. All fees and
applicable taxes, if any, are payable in United States dollars.
(b)
Subscriptions. If you purchase a monthly Subscription, you will be
charged the monthly Subscription fee,
plus any applicable taxes, and other charges (“Monthly Subscription Fee”), at the beginning of your
Subscription and each month thereafter, at the then-current Monthly Subscription
Fee. If you purchase an annual Subscription, you will be charged the annual
Subscription fee, plus any applicable taxes, and other charges (“Annual Subscription
Fee”), at the
beginning of your Subscription and each year thereafter, at the then-current Annual
Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE GLYSTN TO INITIATE
RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you (i) purchase a monthly
Subscription, we (or our third-party payment processor) will automatically
charge you each month beginning on the date of commencement of your
Subscription, or (ii) purchase an annual Subscription, we (or our third-party
payment processor) will automatically charge you each year on the anniversary
of the commencement of your Subscription, in each case of (i) and (ii) using
the Payment Information you have provided until you cancel your Subscription. For
annual Subscriptions, no less than thirty (30) days and no more than sixty (60)
days before your annual Subscription
term ends, or otherwise in accordance with applicable law, we will send you a
reminder with the then-current Annual Subscription Fee. By agreeing to these
Terms and electing to purchase a Subscription, you acknowledge that your
Subscription has recurring payment features and you accept responsibility for
all recurring payment obligations prior to cancellation of your Subscription by
you or Glystn. Your Subscription continues until cancelled by you or we
terminate your access to or use of the Services or Subscription in accordance
with these Terms.
(c)
Cancelling
Subscription. You may cancel a Transaction for a full refund within
ten (10) calendar days of your initial purchase through the “Subscription
Plan,” “Billing,” or other pricing-related webpage accessible via the Site.
AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE
PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE
AT ANY TIME. But if something unexpected happens in the course of completing a
Transaction, we reserve the right to cancel your Transaction for any reason; if
we cancel your Transaction we will refund any payment you have already remitted
to us for such Transaction. Without limiting the foregoing, you may cancel your
Subscription at any time, but please note that such cancellation will be
effective at the end of the then-current Subscription period. EXCEPT AS SET
FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT
RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN
CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You will be
responsible for all Subscription Fees (plus any applicable taxes and other
charges) incurred for the then-current Subscription period. If you cancel, your
right to use the Services will continue until the end of your then current Subscription
period and will then terminate without further charges.
7.
Feedback. We appreciate feedback, comments, ideas, proposals
and suggestions for improvements to the Services (“Feedback”). If you
choose to submit Feedback, you agree that we are free to use it without any
restriction or compensation to you.
8.
Your
Content.
(a)
Posting
Content. Our Services may allow you
to store or share content such as text (in posts or communications with
others), files, documents, graphics, images, music, software, audio and video.
Anything (other than Account Data or Feedback) that you post or otherwise make
available through the Services is referred to as “User Content”. Glystn
does not claim any ownership rights in any User Content and nothing in these
Terms will be deemed to restrict any rights that you may have to your User
Content.
(b)
Permissions
to Your User Content. By making any
User Content available through the Services you grant to Glystn
a non-exclusive, transferable, worldwide, royalty-free license, with the right
to sublicense, to access, use, copy, modify, create derivative works based
upon, distribute, publicly display, and publicly perform your User Content in
connection with operating, providing, maintaining, and improving the Services
and our other products/services.
(c)
Your
Responsibility for User Content. You
are solely responsible for all your User Content. You represent and warrant
that you have (and will have) all rights that are necessary to grant us the
license rights in your User Content under these Terms. You represent and
warrant that neither your User Content, nor your use and provision of your User
Content to be made available through the Services, nor any use of your User
Content by Glystn on or through the Services will infringe,
misappropriate or violate a third party’s intellectual property rights, or
rights of publicity or privacy, or result in the violation of any applicable
law or regulation.
(d)
Removal of
User Content. You can remove your
User Content by specifically deleting it. You should know that in certain
instances, some of your User Content (such as posts or comments you make) may
not be completely removed and copies of your User Content may continue to exist
on the Services. To the maximum extent permitted by law, we are not responsible
or liable for the removal or deletion of (or the failure to remove or delete)
any of your User Content.
(e)
Data
Processing Addendum. Each party will
comply with the Data Processing Addendum attached hereto as Exhibit A, the terms of which are incorporated herein by
reference.
(f)
Glystn’s
Intellectual Property. We may make
available through the Services content that is subject to intellectual property
rights. We retain all rights to that content.
9.
General
Prohibitions and Glystn’s Enforcement Rights. You will not, and will ensure your Authorized Users will not, do any
of the following:
(a)
Use the
Services (or any portion thereof) in a manner that targets or is directed at
children (as defined under applicable laws including the U.S. Children’s Online
Privacy Act (COPPA)) (e.g., you may not submit or provide User Content,
including text, comments, or otherwise, in a manner directed at or which
targets children);
(b)
Post, upload,
publish, submit or transmit any User Content that: (i) infringes,
misappropriates or violates a third party’s patent, copyright, trademark, trade
secret, moral rights or other intellectual property rights, or rights of
publicity or privacy; (ii) violates, or encourages any conduct that would
violate, any applicable law or regulation or would give rise to civil
liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is
defamatory, obscene, pornographic, vulgar or offensive; (v) promotes
discrimination, bigotry, racism, hatred, harassment or harm against any
individual or group; (vi) is violent or threatening or promotes violence
or actions that are threatening to any person or entity; or (vii) promotes
illegal or harmful activities or substances;
(c)
Use, display,
mirror or frame the Services or any individual element within the Services, Glystn’s name, any Glystn
trademark, logo or other proprietary information, or the layout and design of
any page or form contained on a page, without Glystn’s express written consent;
(d)
Access,
tamper with, or use non-public areas of the Services, Glystn’s computer
systems, or the technical delivery systems of Glystn’s providers;
(e)
Attempt to
probe, scan or test the vulnerability of any Glystn system or network or breach
any security or authentication measures;
(f)
Avoid,
bypass, remove, deactivate, impair, descramble or otherwise circumvent any
technological measure implemented by Glystn or any of Glystn’s providers or any
other third party (including another user) to protect the Services;
(g)
Attempt to
access or search the Services or download content from the Services using any
engine, software, tool, agent, device or mechanism (including spiders, robots,
crawlers, data mining tools or the like) other than the software and/or search
agents provided by Glystn or other generally available third-party web browsers;
(h)
Send any
unsolicited or unauthorized advertising, promotional materials, email, junk
mail, spam, chain letters or other form of solicitation;
(i)
Use any meta
tags or other hidden text or metadata utilizing a Glystn trademark, logo URL or
product name without Glystn’s express written consent;
(j)
Use the
Services, or any portion thereof, for any commercial purpose or for the benefit
of any third party or in any manner not permitted by these Terms;
(k)
Forge any
TCP/IP packet header or any part of the header information in any email or
newsgroup posting, or in any way use the Services to send altered, deceptive or
false source-identifying information;
(l)
Attempt to
decipher, decompile, disassemble or reverse engineer any of the software used
to provide the Services;
(m)
Interfere
with, or attempt to interfere with, the access of any user, host or network,
including, without limitation, sending a virus, overloading, flooding,
spamming, or mail-bombing the Services;
(n)
Collect or
store any personally identifiable information from the Services from other
users of the Services without their express permission;
(o)
Impersonate
or misrepresent your affiliation with any person or entity;
(p)
Violate any
applicable law or regulation; or
(q)
Encourage or
enable any other individual to do any of the foregoing.
Glystn is not obligated to monitor access
to or use of the Services or to review or edit any content. However, we have
the right to do so for the purpose of operating the Services, to ensure compliance
with these Terms and to comply with applicable law or other legal requirements.
We reserve the right, but are not obligated, to remove or disable access to any
content, including User Content, at any time and without notice, including, but
not limited to, if we, at our sole discretion, consider it objectionable or in
violation of these Terms. We have the right to investigate violations of these
Terms or conduct that affects the Services. We may also consult and cooperate
with law enforcement authorities to prosecute users who violate the law.
10.
DMCA/Copyright
Policy. Glystn respects copyright law and expects its users
to do the same. It is Glystn’s policy to, in appropriate circumstances (i)
remove content that is infringing or believed to be infringing the rights of
copyright holders, and/or (ii) terminate account holders who repeatedly
infringe or are believed to be repeatedly infringing the rights of copyright
holders. If you are a copyright owner, authorized to act on behalf of one, or
authorized to act under any exclusive right under copyright, please report
alleged copyright infringements taking place on or through our Services by
sending us a notice (a “Copyright
Notice”) complying with the following requirements:
1.
Identify the
copyrighted works that you claim have infringed.
1.
Identify the
material or link you claim is infringing (or the subject of infringing
activity) and that access to which is to be disabled, including at a minimum,
if applicable, the URL of the link shown on the Site or through the Services
where such material may be found.
2.
Provide your
mailing address, telephone number, and, if available, email address.
2.
Include the
following statements in the body of the Copyright Notice:
“I hereby declare that I have a good faith belief
that the disputed use of the copyrighted material identified is not authorized
by the copyright owner, its agent, or the law. I hereby state that the
information in this Copyright Notice is accurate and, under penalty of perjury,
that I am the owner, or authorized to act on behalf of the owner, of the
copyright or of an exclusive right under the copyright that is allegedly
infringed.”
3.
Provide your full
legal name and your electronic or physical signature.
3.
Deliver this
Copyright Notice, with all items completed, to our Copyright Agent:
Glystn, Inc
(415) 212-8923
11.
Integrated
Third-Party Sites and Other Links to Third Party Services.
(a)
Links to
Third Party Websites or Resources.
The Services may allow you to access, interface, and/or interact with various Integrated
Third-Party Sites or third-party services, products, technologies, and content
(including text, comments, reviews, images, and other content on or through
such Integrated Third-Party Sites or third-party services, products or
technologies) (together with the Integrated Third-Party Sites and other
third-party services, products, technologies, and content, collectively, “Third-Party
Services”). Glystn does not provide
any aspect of the Third-Party Services and is not
responsible for any compatibility issues, errors, or bugs in the Third-Party
Services. You acknowledge and agree that you are solely responsible for, and
assume all risk arising from, your use of all Third-Party Services, AND GLYSTN
HEREBY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY ARISING FROM OR IN
CONNECTION WITH THE THIRD-PARTY SERVICES.
(b)
Third-Party
Services Terms. Certain
Third-Party Services, and your use thereof (including via the Services) may
require you to adhere and be subject to terms, conditions, and restrictions
(including terms of service or other end-user license agreements) applicable to
such Third-Party Services, including as set forth in Section 11(c) and 11(d) below.
(c)
YouTube
Terms of Service. If you
access or use YouTube as a Third-Party Services, you agree to adhere to and be
bound by YouTube’s Terms of Services, located at https://www.youtube.com/t/terms.
(d)
Discord
Terms. If you access or
use Discord as a Third-Party Service, you agree to adhere to and be bound by
Discord’s Developer Terms of Service (located https://discord.com/developers/docs/policies-and-agreements/developer-terms-of-service) and the Discord Terms of Services
(located at https://discord.com/terms), each of which will govern your use of Discord as a Third-Party
Service and control over these Terms in the event of any conflict or
inconsistency with these Terms.
12.
Termination. We may suspend or terminate your access to and use of
the Services, including suspending access to or terminating your account, at
our sole discretion, at any time and without notice to you. You may cancel your
account at any time through the Settings webpage via the Services. Upon any
termination, discontinuation or cancellation of the Services or your account,
the following Sections will survive: 6, 7, 8(b), 8(c), 8(f), 9, 10, 12, 13, 14,
15, 16, 17, 18, and 19.
13.
Warranty
Disclaimers. THE SERVICES ARE PROVIDED
“AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE
EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES
ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that
the Services will meet your requirements or be available on an uninterrupted,
secure, or error-free basis. We make no warranty regarding the quality,
accuracy, timeliness, truthfulness, completeness or reliability of any
information or content on the Services.
14.
Indemnity. You will indemnify and hold Glystn and its officers,
directors, employees and agents, harmless from and against any claims,
disputes, demands, liabilities, damages, losses, and costs and expenses,
including, without limitation, reasonable legal and accounting fees arising out
of or in any way connected with (a) your access to or use of the Services, (b)
your User Content, or (c) your violation of these Terms.
15.
Limitation
of Liability.
(a)
TO THE MAXIMUM
EXTENT PERMITTED BY LAW, NEITHER GLYSTN NOR ITS SERVICE PROVIDERS INVOLVED IN
CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY
INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA
OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE
COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH
THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED
ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY
OTHER LEGAL THEORY, AND WHETHER OR NOT GLYSTN OR ITS SERVICE PROVIDERS HAVE
BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET
FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b)
TO THE
MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GLYSTN’S TOTAL LIABILITY
ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR
INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE
BY YOU TO GLYSTN FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU
HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO GLYSTN, AS APPLICABLE.
(c)
THE
EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE BARGAIN BETWEEN GLYSTN AND YOU.
16.
Governing
Law and Forum Choice. These Terms and
any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law,
and the laws of the State of California, without regard to its conflict
of laws provisions. Except as otherwise expressly set forth in Section 17 (Dispute
Resolution for Individuals) or Section 18 (Dispute Resolution for Entities), as
applicable, the exclusive jurisdiction for all Disputes (defined below) that
you and Glystn are not required to arbitrate will be the state and federal
courts located in San Francisco, California, and you and Glystn each waive any
objection to jurisdiction and venue in such courts.
17.
Dispute
Resolution for Individuals. If you
are an individual who uses the Services for yourself and not on behalf of an
organization or entity, disputes with Glystn shall be resolved as set forth in
this Section 17.
(a)
Mandatory
Arbitration of Disputes. We each
agree that any dispute, claim or controversy arising out of or relating to
these Terms or the breach, termination, enforcement, interpretation or validity
thereof or the use of the Services (collectively, “Disputes”) will be
resolved solely by binding, individual arbitration and not in a class,
representative or consolidated action or proceeding. You and Glystn agree
that the U.S. Federal Arbitration Act governs the interpretation and
enforcement of these Terms, and that you and Glystn are each waiving the right
to a trial by jury or to participate in a class action. This arbitration
provision shall survive termination of these Terms.
(b)
Exceptions. As limited exceptions to Section 17(a) above:
(i) we both may seek to resolve a Dispute in small claims court if it
qualifies; and (ii) we each retain the right to seek injunctive or other
equitable relief from a court to prevent (or enjoin) the infringement or
misappropriation of our intellectual property rights.
(c)
Conducting
Arbitration and Arbitration Rules.
The arbitration will be conducted by the American Arbitration Association (“AAA”)
under its Consumer Arbitration Rules (the “AAA Consumer Rules”) then in
effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to
start arbitration must submit a written Demand for Arbitration to AAA and give
notice to the other party as specified in the AAA Consumer Rules. The AAA
provides a form Demand for Arbitration at www.adr.org.
The
arbitration will be conducted using remote conferencing technology (e.g., by
videoconference), in person in San Francisco, California, United States or at
some other location that we both agree to. Disputes that meet the requirements
for desk arbitrations as set forth in the AAA Consumer Rules, may be resolved
by the submission of documents only, as set forth in the AAA Consumer Rules,
unless the Arbitrator decides that a hearing is necessary. The parties agree
that the arbitrator shall have exclusive authority to decide all issues
relating to the interpretation, applicability, enforceability and scope of this
arbitration agreement.
(d)
Arbitration
Costs. Payment of all filing,
administration and arbitrator fees will be governed by the AAA Rules, and we
won’t seek to recover the administration and arbitrator fees we are responsible
for paying, unless the arbitrator finds your Dispute frivolous. If we prevail
in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to
recover them from you. If you prevail in arbitration you will be entitled to an
award of attorneys’ fees and expenses to the extent provided under applicable
law.
(e)
Injunctive
and Declaratory Relief. Except as
provided in Section 17(b) above, the arbitrator shall determine all issues of
liability on the merits of any claim asserted by either party and may award
declaratory or injunctive relief only in favor of the individual party seeking
relief and only to the extent necessary to provide relief warranted by that
party’s individual claim. To the extent that you or we prevail on a claim and
seek public injunctive relief (that is, injunctive relief that has the primary
purpose and effect of prohibiting unlawful acts that threaten future injury to
the public), the entitlement to and extent of such relief must be litigated in
a civil court of competent jurisdiction and not in arbitration. The parties
agree that litigation of any issues of public injunctive relief shall be stayed
pending the outcome of the merits of any individual claims in arbitration.
(f)
Class
Action Waiver. YOU AND GLYSTN
AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS
INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is
resolved through arbitration, the arbitrator may not consolidate another
person’s claims with your claims, and may not otherwise preside over any form
of a representative or class proceeding. If this specific provision is found to
be unenforceable, then the entirety of this Dispute Resolution section shall be
null and void.
(g)
Severability. With the exception of any of the provisions in
Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator
or court of competent jurisdiction decides that any part of these Terms is
invalid or unenforceable, the other parts of these Terms will still apply.
18.
Dispute
Resolution for Entities. If you are
accessing and using the Services on behalf of a company or other legal entity,
any Dispute will be resolved exclusively accordingly to the process set forth
in Section 17 (Dispute Resolution for Individuals), expressly including the
class action waiver, except that, to the extent legally permitted, (a) each
party will be responsible for their own filing, administrative, arbitrative and
similar fees, (b) the losing party will pay the prevailing party for all costs
and attorney’s fees, and (c) the AAA Commercial Arbitration Rules will apply to
any arbitration between us.
19.
General
Terms.
(a)
Reservation
of Rights. Glystn and its licensors
exclusively own all right, title and interest in and to the Services, including
all associated intellectual property rights. You acknowledge that the Services
are protected by copyright, trademark, and other laws of the United States and
foreign countries. You agree not to remove, alter or obscure any copyright,
trademark, service mark or other proprietary rights notices incorporated in or
accompanying the Services.
(b)
Entire
Agreement. These Terms constitute the
entire and exclusive understanding and agreement between Glystn and you
regarding the Services, and these Terms supersede and replace all prior oral or
written understandings or agreements between Glystn and you regarding the
Services. If any provision of these Terms is held invalid or unenforceable by
an arbitrator or a court of competent jurisdiction, that provision will be
enforced to the maximum extent permissible and the other provisions of these
Terms will remain in full force and effect. Except where provided by applicable
law in your jurisdiction, you may not assign or transfer these Terms, by
operation of law or otherwise, without Glystn’s prior written consent. Any
attempt by you to assign or transfer these Terms absent our consent or your
statutory right, without such consent, will be null. Glystn may freely assign
or transfer these Terms without restriction. Subject to the foregoing, these
Terms will bind and inure to the benefit of the parties, their successors and
permitted assigns.
(c)
Notices. Any notices or other communications provided by Glystn
under these Terms will be given: (a) via email; or (b) by posting to
the Services. For notices made by email, the date of receipt will be deemed the
date on which such notice is transmitted.
(d)
Waiver of
Rights. Glystn’s failure to enforce
any right or provision of these Terms will not be considered a waiver of such
right or provision. The waiver of any such right or provision will be effective
only if in writing and signed by a duly authorized representative of Glystn.
Except as expressly set forth in these Terms, the exercise by either party of
any of its remedies under these Terms will be without prejudice to its other
remedies under these Terms or otherwise.
20.
Contact
Information. If you have any questions
about these Terms or the Services, please contact Glystn
at legal@glystn.com, or (415) 212-8923.
Exhibit
A – Data Processing Addendum
This Data Processing
Addendum (including its Attachments) (“Addendum”)
forms part of and is subject to the terms and conditions of the Terms of
Service (the “Terms”) by and between
you (“Creator”) and Glystn.
1.
Subject Matter and
Duration.
1.1.
Subject Matter. This Addendum
reflects the parties’ commitment to abide by Data Protection Laws concerning
the Processing of Creator Personal Data in connection with Glystn’s execution
of the Terms. All capitalized terms that are not expressly defined in this
Addendum will have the meanings given to them in the Terms. If and to the extent language in this Addendum or any of
its Attachments conflicts with the Terms, this Addendum shall control.
1.2.
Duration and
Survival. This Addendum will become legally binding upon the effective date of the
Terms. Glystn will Process Creator Personal Data until the relationship
terminates as specified in the Terms.
2.
Definitions. For
the purposes of this Addendum, the following terms and those defined within the
body of this Addendum apply.
2.1.
“Creator Personal
Data” means User Content that is Personal Data Processed by Glystn on
behalf of Creator.
2.2.
“Data Protection
Laws” means the applicable data privacy and data protection laws, rules,
and regulations to which the Creator Personal Data are subject. “Data
Protection Laws” may include, but are not limited to, the California Consumer
Privacy Act of 2018 (as amended by the California Privacy Rights Act) (“CCPA”); the EU General Data Protection
Regulation 2016/679 (“GDPR”) and its respective national implementing
legislations; the Swiss Federal Act on Data Protection; the United Kingdom
General Data Protection Regulation; the United Kingdom Data Protection Act
2018; and the Virginia Consumer Data Protection Act (in each case, as amended,
adopted, or superseded from time to time).
2.3.
“Personal Data”
has the meaning assigned to the term “personal data” or “personal information”
under applicable Data Protection Laws.
2.4.
“Process” or “Processing” means any operation or set
of operations which is performed on Personal Data or sets of Personal Data,
whether or not by automated means, such as collection, recording, organization,
structuring, storage, adaptation or alteration, retrieval, consultation, use,
disclosure by transmission, dissemination, or otherwise making available,
alignment or combination, restriction, erasure, or destruction.
2.5.
“Security
Incident(s)” means the breach of security leading to the accidental or
unlawful destruction, loss, alteration, unauthorized disclosure of, or access
to Creator Personal Data attributable to Glystn.
2.6. “Subprocessor(s)”
means Glystn’s authorized vendors and third-party
service providers that Process Creator Personal Data. Third-Party Services are
not Subprocessors.
3.
Processing Terms for Creator Personal Data.
3.1.
Documented Instructions. Glystn shall Process Creator
Personal Data to provide the Services in accordance with the Terms, this
Addendum, and any instructions agreed upon by the parties. Glystn will, unless
legally prohibited from doing so, inform Creator in writing if it reasonably
believes that there is a conflict between Creator’s instructions and applicable
law or otherwise seeks to Process Creator Personal Data in a manner that is
inconsistent with Creator’s instructions.
3.2.
Authorization to Use Subprocessors. Creator hereby
authorizes Glystn to engage Subprocessors. Creator acknowledges that
Subprocessors may further engage vendors.
3.3.
Glystn and Subprocessor Compliance. Glystn shall (i)
enter into a written agreement with Subprocessors regarding such Subprocessors’
Processing of Creator Personal Data that imposes on such Subprocessors data
protection requirements for Creator Personal Data that are consistent with this
Addendum; and (ii) remain responsible to Creator for Glystn’s Subprocessors’
failure to perform their obligations with respect to the Processing of Creator
Personal Data as required by applicable Data Protection Laws.
3.4.
Right to Object to Subprocessors. Where required by
Data Protection Laws, Glystn will notify Creator prior to engaging any new
Subprocessors that Process Creator Personal Data and allow Creator two (2) days
to object. If Creator has legitimate objections to the appointment of any new
Subprocessor, the parties will work together in good faith to resolve the
grounds for the objection.
3.5.
Confidentiality. Any person authorized to Process Creator
Personal Data must be subject to a duty of confidentiality, contractually agree
to maintain the confidentiality of such information, or be under an appropriate
statutory obligation of confidentiality.
3.6.
Personal
Data Inquiries and Requests. Where
required by Data Protection Laws, Glystn agrees to provide reasonable assistance and comply with reasonable
instructions from Creator related to any requests from individuals
exercising their rights in Creator Personal Data granted to them under Data
Protection Laws.
3.7.
Data
Protection Assessment, Data Protection Impact Assessment, and Prior Consultation. Where required by
Data Protection Laws, Glystn agrees to provide reasonable assistance and
information to Creator where, in Creator’s judgement, the type of Processing
performed by Glystn requires a data protection assessment,
data protection impact assessment, and/or prior consultation with the relevant
data protection authorities. Creator shall reimburse Glystn for all non-negligible costs Glystn incurs in
performing its obligations under this Section.
3.8.
Demonstrable Compliance. Glystn agrees to provide information
reasonably necessary to demonstrate compliance with this Addendum upon
Creator’s reasonable request.
3.9.
California Specific Terms. To the extent that
Glystn’s Processing of Creator Personal Data is subject to the CCPA, this
Section shall also apply. Creator discloses or otherwise makes available
Creator Personal Data to Glystn for the limited and specific purpose of Glystn
providing the Services to Creator in accordance with the Terms and this
Addendum. Glystn shall: (i) comply with its applicable obligations under the
CCPA; (ii) provide the same level of protection as required under the CCPA;
(iii) notify Creator if it can no longer meet its obligations under the CCPA;
(iv) not “sell” or “share” (as such terms are defined by the CCPA) Creator
Personal Data; (v) not retain, use, or disclose Creator Personal Data for any
purpose (including any commercial purpose) other than to provide the Services
under the Terms or as otherwise permitted under the CCPA; (vi) not retain, use,
or disclose Creator Personal Data outside of the direct business relationship
between Creator and Glystn; and (vii) unless otherwise permitted by the CCPA,
not combine Creator Personal Data with Personal Data that Glystn (a) receives
from, or on behalf of, another person, or (b) collects from its own,
independent consumer interaction. Creator may: (1) take reasonable and
appropriate steps agreed upon by the parties to help ensure that Glystn
Processes Creator Personal Data in a manner consistent with Creator’s CCPA
obligations; and (2) upon notice, take reasonable and appropriate steps agreed
upon by the parties to stop and remediate unauthorized Processing of Creator
Personal Data by Glystn.
3.10.
Aggregation
and De-Identification. Glystn may: (i) compile aggregated and/or
de-identified information of User Content and otherwise in connection with
providing the Services provided that such information cannot reasonably be used to identify Creator or any
data subject to whom Creator Personal Data relates (“Aggregated and/or
De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its
lawful business purposes.
4.
Information Security Program. Glystn shall
implement and maintain reasonable administrative, technical, and physical
safeguards designed to protect Creator Personal Data.
5.
Security Incidents. Upon becoming aware
of a Security Incident, Glystn agrees to provide written notice without undue
delay and within the time frame required under Data Protection Laws to Creator.
Where possible, such notice will include all available details required under
Data Protection Laws for Creator to comply with its own notification
obligations to regulatory authorities or individuals affected by the Security
Incident.
6.
Cross-Border
Transfers of Creator Personal Data.
6.1.
Cross-Border Transfers of Creator Personal Data. Creator authorizes Glystn and its Subprocessors to transfer Creator Personal Data across international
borders, including from the European Economic Area, Switzerland, and/or the
United Kingdom to the United States.
6.2. EEA, Swiss, and UK
Standard Contractual Clauses. If Creator Personal Data originating in
the European Economic Area, Switzerland, and/or the United Kingdom is
transferred by Creator to Glystn in a country that has not been found to
provide an adequate level of protection under applicable Data Protection Laws,
the parties agree that the transfer shall be governed by Module Two’s
obligations in the Annex to the Commission Implementing Decision (EU)
2021/914 of 4 June 2021 on standard contractual clauses for the transfer of
personal data to third countries pursuant to Regulation (EU) 2016/679 of the
European Parliament and of the Council (“Standard Contractual Clauses”) as
supplemented by Attachment 1 attached hereto, the terms of which are
incorporated herein by reference. Each party’s execution of the Terms shall be
considered a signature to the Standard Contractual Clauses to the extent that
the Standard Contractual Clauses apply hereunder.
7.
Audits and
Assessments. Where Data Protection Laws afford Creator an audit or assessment right,
Creator (or its appointed representative) may carry out an audit or assessment
of Glystn’s policies, procedures, and records relevant to the Processing of
Creator Personal Data. Any audit or assessment must be: (i) conducted during
Glystn’s regular business hours; (ii) with reasonable advance notice to Glystn;
(iii) carried out in a manner that prevents unnecessary disruption to Glystn’s
operations; and (iv) subject to reasonable confidentiality procedures. In
addition, any audit or assessment shall be limited to once per year, unless an
audit or assessment is carried out at the direction of a government authority
having proper jurisdiction.
8.
Creator Personal Data
Deletion. At the expiry or termination of the Terms, Glystn will delete all
Creator Personal Data (excluding any back-up or archival copies which shall be
deleted in accordance with Glystn’s data retention schedule), except where
Glystn is required to retain copies under applicable laws, in which case Glystn
will isolate and protect that Creator Personal Data from any further Processing
except to the extent required by applicable laws.
9.
Creator’s
Obligations. Creator represents and warrants that: (i) it
has complied and will comply with Data Protection Laws; (ii) it has provided
data subjects whose Creator Personal Data will be Processed in connection with
the Terms with a privacy notice or similar document that clearly and accurately
describes Creator’s practices with respect to the Processing of Creator
Personal Data; (iii) it has obtained and will obtain and continue to have,
during the term, all necessary rights, lawful bases, authorizations, consents,
and licenses for the Processing of Creator Personal Data as contemplated by the
Terms; and (iv) Glystn’s Processing of Creator Personal Data in accordance with
the Terms will not violate Data Protection Laws or cause a breach of any
agreement or obligations between Creator and any third party.
10. Processing Details.
10.1.
Subject Matter. The subject matter of the Processing is the
Services pursuant to the Terms.
10.2.
Duration. The Processing will continue until the expiration
or termination of the Terms.
10.3.
Categories of
Data Subjects. Data subjects
whose Creator Personal Data will be Processed pursuant to the Terms.
10.4.
Nature and
Purpose of the Processing. The purpose
of the Processing of Creator Personal Data by Glystn is the performance of the
Services.
10.5.
Types of Creator Personal Data. Creator Personal Data that is Processed pursuant to the Terms.
Attachment 1 to the Data Processing
Addendum
This
Attachment 1 forms part of the Addendum and supplements the Standard
Contractual Clauses. Capitalized terms not defined in this Attachment 1 have
the meaning set forth in the Addendum.
The
parties agree that the following terms shall supplement the Standard
Contractual Clauses:
2.
Annex I. Annex I to the Standard Contractual Clauses shall read as follows:
A. List of Parties
Data
Exporter: Creator.
Address: As set forth in the Notices section of the Terms.
Contact person’s name, position, and contact details: As set forth in the Notices section of the Terms.
Activities relevant to the data transferred under these Clauses: The Services.
Role: Controller.
Data Importer: Glystn.
Address: As set forth in the Notices section of the
Terms.
Contact person’s name, position, and contact details: As set forth in the Notices section of the Terms.
Activities relevant to the data transferred under these Clauses: The Services.
Role: Processor.
B. Description of the Transfer:
Categories of data subjects whose personal
data is transferred: The
categories of data subjects whose personal data is transferred under the
Clauses.
Categories of personal data transferred: The categories of personal data
transferred under the Clauses.
Sensitive data transferred (if applicable)
and applied restrictions or safeguards that fully take into consideration the
nature of the data and the risks involved, such as for instance strict purpose
limitation, access restrictions (including access only for staff having
followed specialised training), keeping a record of
access to the data, restrictions for onward transfers or additional security
measures: To
the parties knowledge, no sensitive data is transferred.
The frequency of the transfer (e.g. whether
the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard
functionality of the Services, or as otherwise agreed upon by the parties.
Nature of the processing: The Services.
Purpose(s) of the data transfer and further
processing: The Services.
The period for which the personal data will
be retained, or, if that is not possible, the criteria used to determine that
period: Data importer will retain personal data in
accordance with the Addendum.
For transfers to (sub-) processors, also
specify subject matter, nature and duration of the processing: For the subject matter, nature, and duration as identified above.
C. Competent
Supervisory Authority: The supervisory authority mandated by Clause
13. If no supervisory authority is mandated by Clause 13, then the Irish Data
Protection Commission (DPC), and if this is not possible, then as otherwise
agreed by the parties consistent with the conditions set forth in Clause 13.
D. Additional Data Transfer
Impact Assessment Questions:
Will data importer
process any personal data under the Clauses about a non-United States person
that is “foreign intelligence information” as defined by 50 U.S.C. § 1801(e)?
Not to data importer’s knowledge.
Is data importer subject to any laws in a
country outside of the European Economic Area, Switzerland, and/or the United
Kingdom where personal data is stored or accessed from that would interfere
with data importer fulfilling its obligations under the Clauses? For example,
FISA Section 702. If yes, please list these laws:
As of the effective date of the Addendum, no court
has found data importer to be eligible to receive process issued under the laws
contemplated by this question, including FISA Section 702, and no such court
action is pending.
Has data importer ever received a request
from public authorities for information pursuant to the laws contemplated by
the question above? If yes, please explain:
No.
Has data importer ever received a request
from public authorities for personal data of individuals located in European
Economic Area, Switzerland, and/or the United Kingdom? If yes, please explain:
No.
E. Data Transfer Impact Assessment Outcome: Taking into account the information and
obligations set forth in the Addendum and, as may be the case for a party, such
party’s independent research, to the parties’ knowledge, the personal data
originating in the European Economic Area, Switzerland, and/or the United
Kingdom that is transferred pursuant to the Clauses to a country that has not
been found to provide an adequate level of protection under applicable data
protection laws is afforded a level of protection that is essentially
equivalent to that guaranteed by applicable data protection laws.
3.
Annex II. Annex II of the Standard Contractual Clauses shall read as follows:
Data importer shall
implement and maintain technical and organisational
measures designed to protect personal data in accordance with the Addendum.
Pursuant to Clause 10(b),
data importer will provide data exporter assistance with data subject requests
in accordance with the Addendum.
4.
Annex III. A new Annex III shall be added to the Standard Contractual Clauses and
shall read as follows:
The UK Information Commissioner’s Office
International Data Transfer Addendum to the EU Commission Standard Contractual
Clauses (“UK Addendum”) is
incorporated herein by reference.
Table 1: The
start date in Table 1 is the effective date of the Addendum. All other
information required by Table 1 is set forth in Annex I, Section A of the
Clauses.
Table 2: The
UK Addendum forms part of the version of the Approved EU SCCs which this UK
Addendum is appended to including the Appendix Information, effective as of the
effective date of the Addendum.
Table 3: The
information required by Table 3 is set forth in Annex I and II to the Clauses.
Table 4: The
parties agree that Importer may end the UK Addendum as set out in Section 19.
