TheArchiveCompany Inc. Terms of Service
Effective: December 16, 2021
Updated: June 21, 2022
These Terms form a legally binding contract between you and TheArchiveCompany Inc. (“The ArchiveCompany” or “ArchiveCo”). By using Planet or any of our other products or services that are subject to these Terms (which we refer to collectively as the “Services”), you agree to the Terms.
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.
1. Who Can Use the Services
No one under 13 is allowed to create an account or use the Services. If you are under 18, you may only use the Services with the prior consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you before you start using the Services. We may offer additional Services with additional terms that may require you to be even older to use them. So please read all terms carefully. By using the Services, you represent, warrant, and agree that:
you can form a binding contract with ArchiveCo;
you are not a person who is barred from using the Services under the laws of the United States or any other applicable jurisdiction—including, for example, that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition;
you are not a convicted sex offender; and
you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
If you are using the Services on behalf of a business or some other entity, you represent that you are authorized to bind that business or entity to these Terms and you agree to these Terms on behalf of that business or entity (and all references to “you” and “your” in these Terms will mean both you as the end user and that business or entity).
2. Rights We Grant You
As between you and us, ArchiveCo (and its licensors) is the owner of the Services, including all proprietary content, information, material, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, video, music, and “look and feel” of the Services, and all related intellectual property rights. ArchiveCo grants you a worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to use the Services. This license is for the sole purpose of using and enjoying the Services in a way that these Terms and our policies allow. You may not use the Services in ways that are not authorized by these Terms. Nor may you help anyone else in doing so.
3. Rights You Grant Us
Our Services may let you create, upload, post, send, receive, and store content. When you do that, you retain whatever ownership rights in that content you had to begin with. ArchiveCo may, from time to time, ask you (in writing) to share with us examples of content you’ve created using our Services, and may ask for your written permission for license to use such content.
For all content you submit to the Services, you grant ArchiveCo and our affiliates a worldwide, royalty-free, sublicensable, and transferable license to host, store, cache, analyze, transmit, and distribute that content for the purpose of operating, developing, providing, and improving the Services and researching and developing new ones. This license includes a right for us to make your content available to, and pass these rights along to, service providers with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services.
While we’re not required to do so, we may access, screen, and delete your content should we believe said content to be in violation of the laws of the United States or any other applicable jurisdiction, or these Terms. You alone, though, remain responsible for the content you create, upload, post, send, or store through the Service.
If you provide feedback or suggestions regarding our Services, we retain the right to use them without compensating you, and without any restriction or obligation to you. You agree that we will own all rights in any materials or items we develop based on such feedback or suggestions.
5. The Content of Others
Much of the content on our Services is produced by users, publishers, and other third parties. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the user or entity that submitted it. We cannot—and do not—guarantee that other users or the content they provide through the Services will comply with our Terms.
6. Respecting the Services and ArchiveCo’s Rights
You may not do, attempt to do, enable, or encourage anyone else to do, any of the following:
use branding, logos, icons, user interface elements, designs, photographs, videos, or any other materials ArchiveCo makes available via the Services
violate or infringe ArchiveCo’s or our affiliates’ copyrights, trademarks, or other intellectual property rights;
copy, modify, archive, download, upload, disclose, distribute, sell, lease, syndicate, broadcast, perform, display, make available, make derivatives of, or otherwise use the Services or the content on the Services, other than temporary files that are automatically cached by your web browser for display purposes, as otherwise expressly permitted in these Terms, as otherwise expressly permitted by us in writing, or as enabled by the Service’s intended functionality;
create more than one account for yourself, create another account if we have already disabled your account, attempt to access the Services through unauthorized third-party applications, solicit login credentials from other users, or buy, sell, rent, or lease access to your account, a username, or a friend link;
reverse engineer, duplicate, decompile, disassemble, or decode the Services (including any underlying idea or algorithm), or otherwise extract the source code of the software of the Service;
use any robot, spider, crawler, scraper, or other automated means or interface to access the Services or extract other users’ information;
use or develop any third-party applications that interact with the Services or other users’ content or information without our written consent;
use the Services in a way that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services;
upload viruses or other malicious code or otherwise compromise, bypass, or circumvent the security of the Services;
attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access;
probe, scan, or test the vulnerability of our Services or any system or network;
violate any applicable law or regulation in connection with your access to or use of the Services; or
access or use the Services in any way not expressly permitted by these Terms
7. Respecting Others’ Rights
You may not use the Services, or enable anyone else to use the Services, in a manner that violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right. When you submit content to the Service, you agree and represent that you own that content, or that you have received all necessary permissions, clearances, and authorizations in order to submit it to the Service (including, if applicable, the right to make mechanical reproductions of the musical works embodied in any sound recordings, synchronize any compositions to any content, publicly perform any compositions or sound recordings, or any other applicable rights for any music not provided by ArchiveCo that you include in your content) and grant the rights and licenses contained in these Terms for your content. You also agree that you will not use or attempt to use another user’s account except as permitted by ArchiveCo or its affiliates.
If ArchiveCo becomes aware that a user has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the user’s account. If you believe that anything on the Services infringes a copyright that you own or control, please report by writing us at email@example.com.
By using the Services, you agree that you will at all times comply with these Terms and any other policies ArchiveCo makes available in order to maintain the safety of the Services.If you fail to comply, we reserve the right to remove any offending content, terminate or limit the visibility of your account, and notify third parties—including law enforcement—and provide those third parties with information relating to your account. This step may be necessary to protect the safety of our users, and others, to investigate, remedy, and enforce potential Terms violations, and to detect and resolve any fraud or security concerns.
Please do not use our Services in a way that would distract you from obeying traffic or safety laws. For example, never use the Services while driving. And never put yourself or others in harm’s way in order to use our Services.
9. Your Account
To use certain Services, you need to create an account. You agree to provide us with accurate, complete, and updated information for your account. You are responsible for any activity that occurs in your account. So it’s important that you keep your account secure. If you think that someone has gained access to your account, please immediately reach out to us at firstname.lastname@example.org. Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings. You agree not to create any account if we have previously removed or banned you or your account from any of our Services, unless we consent otherwise.
10. Data Charges and Mobile Phones
You are responsible for any mobile charges that you may incur for using our Services, including text-messaging (such as SMS, MMS, or future such protocols or technologies) and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.
By providing us with your mobile phone number, you agree to receive SMS messages from ArchiveCo related to the Services. These SMS messages may be made to your mobile phone number even if your mobile phone number is registered on any state or federal Do Not Call list, or international equivalent.
If you change or deactivate the mobile phone number that you used to create an account, please let us know by writing email@example.com.
11. Third-Party Services
Certain Services may display, include or make available content, data, information, applications, features or materials from third parties (“Third-Party Materials”), or provide links to certain third-party websites. If you use any Third-Party Materials made available through our Services (including Services we jointly offer with the third party), each party’s terms will govern the respective party’s relationship with you. Neither ArchiveCo nor our affiliates are responsible or liable for a third party’s terms or actions taken under the third party’s terms. Further, by using the Services, you acknowledge and agree that ArchiveCo is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.
12. Modifying the Services and Termination
We may add or remove features, products, or functionalities, and we may also suspend or stop the Services altogether. We may take any of these actions at any time for any reason, and when we do, we may not provide you with any notice beforehand.
You can terminate these Terms at any time and for any reason by deleting your Planet account. To do so, please write us at firstname.lastname@example.org.
We may terminate or temporarily suspend your access to the Services if you fail to comply with these Terms, or the law, for any reason outside of our control, or for any reason, and without advanced notice. That means that we may terminate these Terms, stop providing you with all or any part of the Services, or impose new or additional limits on your ability to use our Services. And while we’ll try to give you reasonable notice beforehand, we can’t guarantee that notice will be possible in all circumstances.Regardless of who terminates these Terms, both you and ArchiveCo continue to be bound by Sections 3 and 5 - 21 of the Terms.
You agree, to the extent permitted by law, to indemnify, defend, and hold harmless ArchiveCo, our affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services, or any products or services provided by a third party in connection with the Services, even if recommended, made available, or approved by ArchiveCo; (b) your content, including infringement claims related to your content; (c) your breach of these Terms or any applicable law or regulation; or (d) your negligence or willful misconduct.
We try to keep the Services up and running, but we make no promises that we will succeed.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE WE ATTEMPT TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.
NEITHER WE NOR OUR AFFILIATES TAKE RESPONSIBILITY OR ASSUME LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH WE OR OUR AFFILIATES WILL BE RESPONSIBLE FOR.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE 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 SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF $100 USD OR THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM.
16. Arbitration, Class-Action Waiver, and Jury Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND ARCHIVECO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
a. Applicability of Arbitration Agreement. In this Section 16 (the “Arbitration Agreement”), You and ArchiveCo agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and ArchiveCo are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms. In addition, all disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
b. Arbitration Rules. The Federal Arbitration Act, including its procedural provisions, governs the interpretation and enforcement of this dispute-resolution provision, and not state law. The parties will select an arbitral forum, and if they cannot agree on one, will ask the court to appoint an arbitrator pursuant to 9 U.S.C. § 5. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
c. Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
d. Fees. If ArchiveCo is the party initiating an arbitration against you, ArchiveCo will pay all costs associated with the arbitration, including the entire filing fee. If you are the party initiating an arbitration against ArchiveCo, and if the value of relief sought is more than $75,000, and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, ArchiveCo will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, ArchiveCo will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
e. Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and ArchiveCo. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and ArchiveCo.
f. Waiver of Jury Trial. YOU AND ARCHIVECO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and ArchiveCo are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and ArchiveCo over whether to vacate or enforce an arbitration award, YOU AND ARCHIVECO WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
g. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision of this Agreement or Arbitration Agreement, disputes regarding the interpretation, applicability, or enforceability of this waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 16.
h. Right to Waive. Any rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Arbitration Agreement.
i. Opt-out. You may opt out of this Arbitration Agreement. If you do so, neither you nor ArchiveCo can force the other to arbitrate. To opt out, you must notify ArchiveCo in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, and the phone number you used to set up your Planet account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must email the opt-out notice to email@example.com. Small Claims Court. Notwithstanding the foregoing, either you or ArchiveCo may bring an individual action in small claims court.
k. Arbitration Agreement Survival. This Arbitration Agreement will survive the termination of your relationship with ArchiveCo.
17. Exclusive Venue
To the extent that these Terms allow you or ArchiveCo to initiate litigation in a court, both you and ArchiveCo agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the state or federal courts located in New York, New York, or the Southern District of New York.
18. Choice of Law
Except to the extent they are preempted by U.S. federal law, the laws of the State of New York, other than its conflict-of-laws principles, govern these Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.
20. California Residents
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
21. Final Terms
These Terms make up the entire agreement between you and ArchiveCo, and supersede any prior agreements. These Terms do not create or confer any third-party beneficiary rights. If we do not enforce a provision in these Terms, it will not be considered a waiver. We reserve the right to transfer our rights under these Terms and provide the Services using another entity, provided that entity upholds these Terms. You may not transfer any of your rights or obligations under these Terms without our consent. We reserve all rights not expressly granted to you.
ArchiveCo welcomes comments, questions, concerns, or suggestions. Please contact us at firstname.lastname@example.org.
TheArchiveCompany Inc. is located in the United States at 175 Pearl Street, Brooklyn NY 11201.