Terms of Service (“TOS” or the “Agreement”)

Last updated: February 13, 2018

 

Welcome to Ampersand! The following document outlines the terms of using our app and website. Please read, understand, and agree to these terms before using Ampersand. Your use of the Ampersand product and services means that you agree to these terms. If you have any questions or feedback, please email us at terms@ampersand.com.

Ed. Note: Lawyers don’t get many fun emails, so if you write, please know that we appreciate good book recommendations, cute animal pictures, pina coladas and bowling tips.

Our Services. Ampersand Technologies, Inc. (“Ampersand”, “we”, or “us”) provides software and services that allow authors to write and edit content, and to communicate and collaborate with others about that content. Our software and services also allow collaborators and readers to provide valuable feedback and other data to our authors and to us. All of our software and services are available as a mobile application (we refer to all of our services, interfaces, tools and applications as the “Services”).

All content provided or created by Authors who use our Services (“Author Content”) is organized as projects (“Projects” or individually “Project”). Each Project contains a set of related documents, such as multiple copies or versions of a single manuscript, supporting notes, outlines, and editorial commentary.

Our Users. Anyone who accesses the Ampersand Services (including you, right now) is an Ampersand “User”. All Users share certain rights and responsibilities, but other rights and responsibilities may differ based on the way you are using our Services at any given time (we’ll call that your “Role”). It is important to remember that your Role at any given time is based on the Project you are working on, NOT the Product or Services you are using.

 

The default Role for most of our Users will be “Reader”. You are acting as a Reader when you are reading, discussing, or otherwise engaged with any sort of content that is unrelated to a Project for which you are a designated in our Services as an Author or Collaborator. Readers often provide “Feedback” to Author(s) about their Projects, as well as engage in a variety of Reader-to-Reader communications (“R2R Comms”).

 

Users may also act as Authors or Collaborators. You are acting as an “Author” whenever you are writing, editing, or communicating about a Project for which you are designated in our Services as an Author. You are acting as a “Collaborator” whenever you are providing input, editing, or other types of written collaboration (“Inputs”), or communicating about a Project for which you are designated in our Services as a Collaborator.

 

Content Ownership.  By default, Readers are the legal copyright owners of any content or information provided or created in R2R Comms, and the designated Author(s) are the legal copyright owners of their Project(s) and any associated Inputs or Feedback, unless there is a separate contract between the Author(s) and/or their Collaborators and/or their Readers. Such separate contracts supersede our terms to the extent they relate to the Project but not to the use of our software or Services.

No Unsolicited Submissions.  We do not accept unsolicited submissions of any kind which may contain any story, ideas or other creative material. Unsolicited submissions will be returned to sender. (Note that neither Author Content nor Reader Feedback are considered unsolicited submissions because they are solicited!)

 

Our Expectations. We value the time you spend using our Services, and we hope that you enjoy your experience using them.

  1. No Children, Please. At this time, you must be at least 13 years old to use our Services. If you are not at least 13 years old, we are sorry, but you are not allowed to use the Services. Also, please do not invite anyone under 13 to use our Services. If we learn that a child under 13 is using our Services, we will terminate the child’s account.
  2. No Plagiarism, Copying or Other Misappropriation or Misuse of Content.
    1. If you are a Collaborator or Reader of a Project or a User engaged in Non-Project Activity, you represent that you have all necessary rights (for example, in trademark, copyright, privacy rights, publicity rights, common law, etc.) (i) to use the Non-Author Content you provide on the Services without violating the rights of any third party, and (ii) to give us the rights to transmit that Non-Author Content as provided in Section 3. You also agree that your Non-Author Content will not contain any confidential information or proprietary information of yours or any other party.  You also agree that you will not use Author or non-Author Content or Ampersand Materials in any way at all except for permitted use of our Services. No portion of the Author Content or Ampersand Materials or Services may be copied by you in any form or by any means. Also, you agree not to change or distribute the Author Content, the Non-Author Content, or the Ampersand Materials or the Services in any manner, or create or distribute any other works based on these. 
    2. If you are the Author(s) of a Project, you represent and warrant that (i) you are the sole author(s) of, and you are the sole proprietor(s) of all rights in the Author Content; (ii) you have the full power and authority, and have obtained all necessary rights, licenses, and permissions, to grant the rights you grant in these TOS and you have not previously assigned, transferred or otherwise encumbered these rights, and you will not assign, transfer or otherwise encumber these rights during the period you have granted the rights to us; (iii) the Author Content is not in the public domain in any country in the world and does not infringe upon any statutory or common law copyright, including authors’ rights, trademark, or any other personal, property or similar right; and (iv) no Author Content (1) is libelous, (2) violates any right of privacy or publicity, moral rights, authors’ rights or other rights of any third party, (3) violates any law or regulation, (4) contains any recipe, formula or instruction injurious or harmful to the user, or (5) with respect to statements in the Author Content presented as factual, is inaccurate. You also agree not to change or distribute the Ampersand Materials or the Services in any manner, nor create or distribute any other works based on these.
    3. We will monitor use of the App, and we may remove or take down any Author or Non-Author Content that we believe to be violating this Section, or any person’s rights or for which we have received a notice to that effect. But, we are not obligated to review any of Author or Non-Author Content provided by you.
  3. Your Consent to Our Use of Data. We collect three types of data (collectively, the ”Data”) in order to provide services to Readers and Authors: 
    1. Reader Feedback and usage data is used to create actionable editorial analyses and Reader recommendations;
    2. name(s), email address(es), physical address(es), phone number(s), birth date, and other information that Users make available to us is used to verify the identities of Users and shared as provided in these TOS and our privacy policy; and
    3. Author and Collaborator’s keystroke typing data is used to perfectly save the editorial history of any Project.
    4. You agree that we may collect and use this Data in connection with our Services, and that we may share aggregated, anonymized and/or filtered Data with Authors and Collaborators, and if you have opted in to allow us to share your name and email address with Authors, then we may also share such information with Authors. You grant us an exclusive, transferable, irrevocable, free-of-charge, sublicense to use (including copy, create derivative works, publish, distribute and commercialize) the Data. All of what this Section says we can do we can do forever, even if these TOS terminate.
  4. Your Grant of Rights To Us.
    1. You give us the exclusive right to keep a copy of, and use and distribute and allow others to use and distribute Author Content, Non-Author Content, and Data in electronic form for our business and commercial purposes. These rights will continue forever, even if these TOS end. We will not sell, license, publish, use, or otherwise exploit the Author or Non-Author Content for any purpose other than as provided in these TOS.
    2. If you are an Author: You grant us the non-exclusive right during the period you agreed to on the access page to display, use, and provide access to Author Content in the English language throughout the world (“Territory”) in electronic form to a limited number of readers selected by you and us, as well as our employees and advisors via the Services. All rights in the Author Content not granted to us here remain with you. You may sell, license, publish, use, or otherwise exploit for all purposes, all rights you have in the Author Content in any and all forms of media (whether electronic or non-electronic) and by any and all methods of distribution. If you are an Author, these TOS supplement any other agreement entered into by you and us, and it is not our intent that anything contained in these TOS negates or conflicts with anything contained in that agreement.
  5. Our License To You. As long as you are doing what these TOS say, we give to you a limited non-exclusive license to use the Services. This is so special that we give this only to you and our other Users, and you cannot give this license away to anyone without getting our permission (in writing) first. We can also change our mind at any time and take away this license to you or others you invited that we approved, but we won’t do that unless we have a really good reason.
  6. Use of the Services. Use of the Services may require Internet access and you accept any additional terms of service associated with such Internet access. We try to keep the Services fully operational and the Services available at all times, but the App is in early access, so technical “bugs” and issues are to be expected. We will do our best to provide you with technical support on an as-needed basis during normal business hours in California and as you request or as we determine based on feedback.  We also agree to use “commercially reasonable efforts” to perform any necessary maintenance to coincide with anticipated periods of lower usage by you and our other Users.
  7. Scope of Use. You may not distribute or make our Services available over any other network or marketplace. You may not give anyone the ability to view, access, or use our Services. You also may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services. Any attempt to do so is a violation of our rights and will make us quite angry. So angry that if you violate these restrictions, you may be subject to prosecution and damages.
  8. Termination. Your right to access certain Author Content will terminate based on the rules and restrictions governing such Author Content per the terms of Your subscription. These TOS are effective until terminated by you or us. Your rights under these TOS will end automatically without notice from us if you don’t comply with anything contained in these TOS. You may terminate your account at any time by contacting customer service at hello@ampersand.com. We may terminate your account and we may also refuse to provide the Services to you, in full or in part, effective immediately and without notice, for any reason or no reason, but especially if we believe that you have broken or will break any laws, rights, or term or condition of any agreement you have with us, our authors, our affiliates, contractual partners, or other Users; or if you behave in some way that we believe in our sole opinion is offensive, harmful, inaccurate or otherwise inappropriate; or if we believe in our sole opinion that your use of the Services may create any risk (including any legal risk) for us, our authors, our affiliates, contractual partners, or Users. So please be on your best behavior. As part of limiting your access, we may remove or change Collaborator/Reader Content that you have uploaded or otherwise sent using the Services. If there is a termination, you will stop all use of our Services, and destroy all copies (if there are any, in whole or in part) of our Services, except that you may continue to access Author Content if your subscription expressly allows you to access Author Content after termination for the prescribed period. All terms of these TOS and any other agreement between you and Ampersand that by their nature survive termination, will survive (Long live the TOS). 
Ed. Note: We’re required by law to make the next few contract provisions “conspicuous,” which the legal field has determined can best be accomplished by shouting at you in all-caps. Apologies in advance.
  1. NO WARRANTY: EXCEPT AS OTHERWISE PROVIDED IN THESE TOS, THE ampersand MATERIALS AND THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE AMPERSAND MATERIALS AND THE SERVICES IS AT YOUR SOLE RISK. AMPERSAND, ITS SUPPLIERS AND THEIR LICENSORS MAKE NO WARRANTY THAT THE AMPERSAND MATERIALS AND THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT DEFECTS IN THE AMPERSAND MATERIALS AND THE SERVICES WILL BE CORRECTED. AMPERSAND, ITS SUPPLIERS AND THEIR LICENSORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE AMPERSAND MATERIALS AND THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
  2. Limitation of Liability. We are not responsible for the actions, content, information, or data of third parties. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL AMPERSAND OR ITS REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE AMPERSAND MATERIALS OR THE SERVICES OR OTHER CONTENT MADE AVAILABLE IN CONNECTION WITH OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT AMPERSAND HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT THE AGGREGATE LIABILITY OF AMPERSAND TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THE AMPERSAND MATERIALS WILL NOT EXCEED THE AMOUNT OF ONE THOUSAND DOLLARS ($1000.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  3. Respect Proprietary Content, Please. You agree that in accessing the Services, you will have access to the Ampersand Materials, as well as Author Content. The Ampersand Materials and the Services contain valuable trade secrets and proprietary content such as products, designs, ideas, trademarks, logos and other intellectual property that are protected by applicable intellectual property and other laws, including but not limited to copyright. The Author Content is also protected by applicable intellectual property and other laws, including but not limited to copyright. No ownership of any intellectual property rights relating to the Ampersand Materials, the Services, any trademarks, logos, service marks, trade names and similar designations (the “Ampersand Marks”) or any other information or material provided by Ampersand to you is assigned or transferred to you and such intellectual property rights are protected by international treaty provisions and applicable laws. The structure, organization and code of the Services, the Ampersand Materials and/or the Services are the valuable trade secrets and proprietary Information of Ampersand.
  4. DMCA.  We will respond to legitimate requests under the Digital Millennium Copyright Act ("DMCA") (if you don’t know what this is and find yourself with time on your hands please feel free to learn all about it at http://www.gpo.gov/fdsys/pkg/USCODE-2011-title17/pdf/USCODE-2011-title17-chap5-sec512.pdf). We also have the right to deny service to any User if in our sole opinion that User’s use or content poses a risk of allegations of infringement of the copyright (or other intellectual property right) of others. If you become aware of User content on our App or our Services that infringes your copyright rights, you may submit a properly formatted DMCA request (see 17 U.S.C. § 512) to our DMCA agent: Ampersand Technologies, Inc. 536 N. Santa Cruz Ave., Los Gatos, CA 95030 Attn: DMCA or via email: dmca@ampersand.com.
  5. We Reserve, and the Right to Change. We reserve all rights in everything we talk about in these TOS that we are not giving you in these TOS. We also reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. And we are not liable to you or anyone if we do that. We can also impose limits on your use of or access to our Services, for any reason and without notice. We can also choose to charge fees at some point for your use of our Services. If so, we will notify you via email about such fees and your continued use of our Services.
  6. Other Legal Stuff. 
    1. Legal Notices. Any notice under these TOS will be in writing and must be delivered electronically by you to our email address or by us to you at the last email address you gave us.
    2. Indemnity. You agree that you will be responsible for your use of the Services. You agree to indemnify and release us and our directors, officers, employees, agents, licensees and distributors from any and all liability (including costs and attorney's fees) for claims relating to: (i) the alleged or actual infringement of any third-party rights and any law to the extent that such claims relate to your use of our App and/or our Services, and/or (ii) any breach or alleged breach of these TOS by you. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim. To the extent not prohibited by law, neither you nor Ampersand will be liable to the other for (a) consequential, incidental, indirect, punitive or special damages whatsoever, and (b) any amount(s) in excess of $10,000.00.
    3. Governing Law/Venue. These TOS are governed by the laws of the State of California without reference to its conflict of law rules. Each party agrees to exclusive personal jurisdiction and venue in the federal and state courts in Santa Clara County, California, for any dispute arising out of these TOS. With respect to any proceeding or action arising out of or in any way relating to these TOS (whether in contract, tort, equity or otherwise), the parties knowingly, intentionally and irrevocably waive their right to trial by jury. If you or we take any legal action against the other regarding these TOS, then the winning party will be entitled to reimbursement for its costs and expenses, including attorneys’ fees and costs related to such legal action, (in addition to any other relief awarded or granted by the court).
    4. Relationship of the Parties; Successors and Assigns; Performance. Nothing contained in these TOS creates a partnership, joint venture, or agency relationship between you and us. You may not assign these TOS or any of your rights or obligations under these TOS without our prior written consent. We may assign these TOS or all or any of our rights or obligations under these TOS to any party.  Subject to this limitation, these TOS will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
    5. Waiver; Construction. The failure of either party to enforce any provision of these TOS is not a waiver of that party’s right to subsequently enforce the provision. In resolving any dispute or construing any term of these TOS, there will be no presumptions made or inferences drawn because one of the parties drafted the Agreement. If any provision is determined by any court having jurisdiction or governmental authority to be unenforceable, the parties intend that these TOS be enforced as if the unenforceable provision were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.
    6. Entire Agreement. These Terms of Service make up a legal contract between you and us, and applies when you access and use our Services and App as a reader or consumer of content. These TOS, together with the Privacy Policy, make up the entire and exclusive understanding and agreement between you and us.
    7. Unenforceability. If any provision of these TOS is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.
    8. Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us. Ampersand Technologies, Inc. is located at: 536 N. Santa Cruz Ave., Los Gatos, CA 95030. You may contact us regarding any technical or other support requests by sending correspondence to that address or by emailing us at hello@ampersand.com. Our average response time is within 24 hours of any working day.
    9. Export Control Laws. Ampersand’s software and the designs, models and any technical data provided by you or a designer may be subject to U.S. export and reexport control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State. You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services was obtained. To the extent you choose to access the Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
    10. Privacy. When you use our Services, you consent to the collection and use of your information as detailed in our privacy policy https://www.ampersand.com/privacypolicy (“Privacy Policy”).

 

 

 

That’s it! Thank you for reading until the end. These TOS will apply to any upgrades provided by us that replace and/or supplement the original Services. If we think of anything else that we forgot to mention, or if we need to edit something, we will post a notice about the updated TOS in the App, or we may email you. If the TOS are ever updated and you continue to use our Services, your continued use will mean that you have agreed to the updated TOS.