TERMS OF SERVICE
Effective January 1, 2019
By using Woodpecker, you are agreeing to these Terms. If you do not agree to these Terms, you are not authorized to use Woodpecker for any purpose. These terms apply to all users of Woodpecker, including without limitation, website visitors, vendors, customers, software users, and/or content contributors. By agreeing to the Terms, you represent that you are at least the age of majority in your state or jurisdiction (or that you are the age of majority in your state or jurisdiction and consent to the use of Woodpecker by your minor dependents). If you are using Woodpecker on behalf of an organization such as your employer, you are agreeing to these Terms on behalf of that organization and represent and warrant that you have the authority to agree to these Terms on the organization's behalf. In that case, “you” and “your” will refer to that organization.
All new features or tools which are added to Woodpecker are subject to these Terms. We may periodically revise the Terms by posting updates and/or changes with or without notice at our discretion. The current version of our Terms will always be posted on this page so please check back regularly. It is your responsibility to review Woodpecker for changes. By continuing to use Woodpecker following changes to these Terms, you are agreeing to the changes. If you do not agree to the current Terms, discontinue your use of Woodpecker for any purpose.
SECTION 1 - Your Woodpecker Account and Personal Information
To use Woodpecker, you'll need to create an account via Woodpecker.
You are responsible for safeguarding your Woodpecker login credentials. You are responsible for activity on your account. Any activity on your account will be deemed to be authorized by you, whether you authorized that activity or not.
SECTION 2 - Terms of Paid Subscriptions
If you purchase a Woodpecker subscription the following terms will apply to you:
Woodpecker is provided on a subscription basis for a term defined in the Online Subscription (“Subscription Term”).
You may cancel your subscription at any time; however, you are responsible for advance payment of the entire Subscription Term.
For Online Subscriptions, each Subscription Term will automatically renew for an additional Subscription Term equal in length to the original Subscription Term. You can cancel your Online Subscription at any time via the Woodpecker user interface.
SECTION 3 – Products, Services and Pricing
Woodpecker product descriptions and product pricing are subject to change without notice. We reserve the right to limit the sales and quantities of Woodpecker to any person, geographic region or jurisdiction. We reserve the right to modify or discontinue any part of Woodpecker (i.e., product or service) at our discretion at any time. We may offer new Woodpecker services and/or features including the release of new tools and resources all of which are subject to these Terms.
SECTION 4 – Woodpecker Information and Materials
Woodpecker materials are provided for general information purposes only. Woodpecker is not responsible for the accuracy, timeliness or completeness of the material. Your reliance on the materials is at your own risk. Although we do our best to avoid them, inadvertent typographical errors, inaccuracies and/or omissions related to Woodpecker product descriptions, pricing, promotions, offer and availability may occasionally occur. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel subscription orders if any Woodpecker information is inaccurate at any time without prior notice (including after submission of a subscription order). Notwithstanding the foregoing, we have no obligation to update, amend or clarify Woodpecker information or materials (specifically including pricing) except as otherwise required by law. A specified update or refresh applicable to a portion of Woodpecker should not be construed as an update or refresh of all of Woodpecker. Woodpecker does not provide legal advice of any kind, and you are advised to consult with an attorney if you require legal advice.
Section 5 – Optional Third-Party Tools
We may provide you with access to third-party tools which we do not endorse, license or monitor. By using Woodpecker, you acknowledge and agree that such third-party tools are provided “as is” and “as available” without any license or warranty and that Woodpecker has no liability whatsoever arising from or relating to your use of the optional third-party tools. Your use of any optional third-party tools is entirely at your discretion and risk. You should ensure that you are familiar with, and approve of, the relevant third-party terms and conditions.
Section 6 – Third Party Links
Certain content, products and services available through Woodpecker include third-party materials such as links. Third-party links on the Woodpecker website may direct you to third-party websites that are not affiliated with Woodpecker. We are not responsible for reviewing or evaluating the content or accuracy of the information on these third-party websites and we make no representations or warranties about them. By using Woodpecker, you acknowledge and agree that Woodpecker has no responsibility or liability for any third-party items including, but not limited to, materials, products, services or website content. You further acknowledge and agree that you will hold Woodpecker harmless for any damages you may incur related to your purchase or use of goods, services, resources, content or any other transaction between you and any third-party. You should carefully review third-party terms and conditions to ensure that you understand them before engaging in any third-party transaction. Any and all questions, concerns, complaints or claims regarding third-party products should specifically be directed the third-party provider.
SECTION 7 - Your Content
You are solely responsible for Your Content and indicate that you own or have the necessary rights to all Your Content, and that use of Your Content does not 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.
SECTION 8 – Your Use of Woodpecker
Woodpecker is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You may only use Woodpecker as permitted by law, including all applicable federal, state, local or international laws and regulations. Do not, for example:
Use any engine, software, tool, agent, device, mechanism or the like to access, search, or download intellectual property from Woodpecker, or use Woodpecker in any way other than through our website or our app via the Store;
Probe, scan, or test the vulnerability of any Woodpecker system or network or breach any security or authentication measures;
Decipher, decompile, disassemble or reverse engineer any of the software used for Woodpecker;
Plant malware or use Woodpecker to distribute malware;
Violate the privacy of others;
Collect or track the personal information of others;
Violate any applicable law or regulation;
Impersonate or misrepresent your affiliation with any person or entity; or post or transmit anything that is fraudulent or misleading;
Send unsolicited communications, promotions, advertisements or spam or otherwise infringe on others' rights;
Harass, abuse, insult, harm, defame, slander, disparage, intimidate or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin or disability;
Interfere with the access of any user, host or network, including introducing any virus to, overloading, flooding, spamming, or introducing any other material or content which is malicious or technologically harmful;
Attack Woodpecker via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of Woodpecker;
Attempt any of the above or encourage or enable any other individual to do any of the above.
We have the right to investigate violations of these Terms and may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. We will make reasonable efforts to ask for your permission before referencing you as a Woodpecker customer.
SECTION 9 - Publicity
Unless otherwise specified, Woodpecker may use your name, logo and marks to identify you as a Woodpecker customer on Woodpecker's website and in other marketing materials. You may request that we discontinue using your name, logo and marks at any time.
SECTION 10 - Comments, Feedback and Submissions
Any comments you may provide to us regarding Woodpecker either in response to a request from us or unsolicited information such as creative ideas, suggestions, proposals, etc. communicated electronically, by phone or in person are collectively referred to as “Your Comments.” You agree that Your Comments will not contain: (a) any unlawful, libelous, abusive or obscene material; or (b) computer virus or other malware that could affect the operation of Woodpecker and/or any third-party property. You agree that you will not (i) misrepresent yourself as someone else; (ii) use a false email address to conceal your identity; or (iii) mislead Woodpecker and/or third-parties as to the origin of any of Your Comments.
You agree that we may at any time and without restriction copy, edit, publish, distribute, translate and otherwise use Your Comments in any medium. Woodpecker is under no obligation to maintain Your Comments in confidence, pay compensation for Your Comments or to respond to Your Comments. You agree that Your Comments will not violate any third-party rights including copyright, trademark, privacy, confidentiality, proprietary or trade secrets.
We reserve the right to monitor, edit or remove comments that are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or which violate any intellectual property rights or these Terms.
You are solely responsible for Your Comments. We take no responsibility and assume no liability for Your Comments or those of any third-party.
SECTION 11 - Confidentiality
From time to time, you may disclose or make available to Woodpecker non-public, proprietary, and confidential information (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information ("Confidential Information"). Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Woodpecker’s breach of this confidentiality section; (b) is or becomes available on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Woodpecker’s possession prior to your disclosure hereunder; or (d) was or is independently developed by Woodpecker without using or relying upon any of your Confidential Information, as evidenced by Woodpecker’s written records.
Protection and Use of Confidential Information
Woodpecker shall: (a) protect and safeguard the confidentiality of your Confidential Information with at least the same degree of care as Woodpecker uses to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use your Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (c) not disclose any such Confidential Information to any person or entity, except to Woodpecker's service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.
Compelled Access or Disclosure
If Woodpecker is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify you of such requirements to afford you with the opportunity to seek, at your sole cost and expense, a protective order or other remedy.
SECTION 12 - Copyright Infringement
We respect the intellectual property rights of others and expect you to do the same.
It is our policy to terminate the Woodpecker account of anyone who repeatedly infringes the copyright or intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998, Woodpecker will respond expeditiously to claims of copyright infringement committed using Woodpecker as reported to us.
If you believe that any materials you or others access via Woodpecker or the Store infringe your copyright or other intellectual property rights (e.g., trademark infringement or right of publicity), please contact Woodpecker and provide the following information:
Your full legal name and electronic or physical signature;
A description of the copyrighted work or other interest that you believe has been infringed;
Enough information to properly identify and locate that content (including, at a minimum, the relevant URL);
Contact information, including your address, telephone number, and email address;
The following statements in the body of notice:
“I hereby state that I have not authorized the challenged use, and I have a good-faith belief that the challenged use is not authorized by law.”
“I hereby state under penalty of perjury that all of the information in the notification is accurate and that I am the owner of the IP or authorized to act on behalf of the owner of the IP.”
Upon receipt of notice as described above, we will seek to confirm the existence of the IP on Woodpecker and take whatever action, in our sole discretion, we deem appropriate.
Section 13 - Warranty Disclaimers
WOODPECKER IS PROVIDED “AS IS,” AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Woodpecker will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of Woodpecker. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
Section 14 - Indemnity
You will hold harmless and indemnify Woodpecker and its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claim, suit or action arising from or related to the use of Woodpecker or violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
Section 15 - Limitation of Liability
(A) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WOODPECKER TECHNOLOGIES, LLC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, PROFIT, DATA, GOOD WILL, SERVICE INTERRUPTIONS, COMPUTER DAMAGE OR SYSTEM FAILURE), REGARDLESS OF LEGAL THEORY, WHETHER OR NOT WOODPECKER TECHNOLOGIES, LLC HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO WOODPECKER MORE THAN THE GREATER OF $200 OR THE AMOUNTS PAID BY YOU TO WOODPECKER FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph. If you are in one of these jurisdictions, these limitations may not apply to you.
SECTION 16 - Termination
We may terminate or modify your access to and use of Woodpecker, at our sole discretion, at any time and without notice to you, for example, if you are not complying with these Terms, or if you use Woodpecker in any way that would cause us legal liability or disrupt others’ use of Woodpecker.
Likewise, you may cancel your account at any time.
If we suspend or terminate your use of Woodpecker, we will try to let you know in advance and help you retrieve data, though there may be cases (for example, flagrantly violating these Terms) where we may suspend your account immediately.
SECTION 17 - General Terms
These Terms and any action related thereto will be governed by the laws of the State of Massachusetts without regard to its conflict of law’s provisions. All claims arising out of or relating to these Terms or the services or software must be litigated exclusively in the state and federal courts located in Boston, MA and each of the parties hereto waives any objection to jurisdiction and venue in such courts. These Terms constitute the entire and exclusive agreement between you and Woodpecker and supersede and replace any other agreements, terms and conditions. These Terms create no third-party beneficiary rights. Woodpecker’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms without our written consent, and any such attempt will be null and have no effect. Woodpecker may freely assign or transfer these terms without restriction. 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.
SECTION 18 - Contact Information
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.