Last Updated: May 1, 2023
Please read these Terms of Use (this “Agreement”) carefully. By clicking “accept” to this Agreement, or otherwise accessing or using the Services (defined below), you consent to be bound by this Agreement and affirm that you have the legal authority to enter into this Agreemen
Trademarksy, Inc., a Washington corporation (“we” “our” or the “Company”), provides tools, products, and software related to trademarks (which, including our website, is collectively referred to as the “Services”).
If you are a U.S. resident, this Agreement contains a mandatory arbitration of disputes provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. See Section 11 of this Agreement.
We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement to the Services, and/or by sending you a notice of the revised Agreement by email. Any changes to this Agreement will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement or otherwise notified you of such changes. Your clicking “accept” to this Agreement or your access to or use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” date indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access via any third-party links); charge for, modify, or waive any fees required to use the Services; or offer opportunities to some or all Services users. We reserve the right to introduce new features or functionality for which the payment of fees may be required.
2.1. CHANGES TO AGREEMENT.We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement to the Services, and/or by sending you a notice of the revised Agreement by email. Any changes to this Agreement will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement or otherwise notified you of such changes. Your clicking “accept” to this Agreement or your access to or use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” date indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access via any third-party links); charge for, modify, or waive any fees required to use the Services; or offer opportunities to some or all Services users. We reserve the right to introduce new features or functionality for which the payment of fees may be required.
2.2. Account Responsibilities.Only you, or others you authorize, may access or use the Services through your Account. You are responsible for maintaining the confidentiality of all Account login credentials, and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use, of the Account or any other breach or suspected breach of security. Company will not be liable for any loss or damage arising from any authorized use of your Account or the failure to comply with the above requirements.
Some portion of the Services may require payments. Payments may not include taxes and you remain responsible for any applicable taxes. Payments will be processed using third-party payment processors, and we are not liable for any payment processing errors, fees, or service-related issues that may arise related to processing payments. You have the sole responsibility to maintain up-to-date payment information and have sufficient funds to process your payment. In the event of a failed payment, we, in addition to our payment processor, may charge you a fee. We may suspend or terminate your access to the Services in the event of non-payment. We do not offer refunds for payments, but may, in our sole discretion, offer refunds for payments on a case by case basis.
4.1. Use Right.Subject to the terms of this Agreement, Company grants you a non-transferable, non-exclusive, non-sublicensable, revocable right to access and use the Services solely for its intended purpose. Upon termination of this Agreement, your right to use the applicable portion of, or the entire Services, will terminate immediately.
4.2. Certain Restrictions.The rights granted to you in this Agreement are subject to the following restrictions: (a) you may not license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services (other than for its purpose); (b) you may not modify, make derivative works of, disassemble, crawl, reverse compile, or reverse engineer any part of the Services; (c) you may not access the Services in order to build a similar or competitive service; and (d) except as expressly stated on or enabled by the Services, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services will be subject to the terms of this Agreement. All copyright and other proprietary notices on the Services must be retained on all copies thereof.
4.3. Modification, Suspension, or Discontinuance.Company may, from time to time in its sole discretion, modify or discontinue the Services or any part thereof, change features or functions, develop updates, upgrades, or other modifications, with or without notice. To the extent you are in compliance with this Agreement, prior to any change that might discontinue a material portion of the Services and adversely limit the type or scope of functionality available to you, we will make reasonable efforts to provide you with notice of such discontinuance. Notwithstanding the foregoing, you agree that we will not be liable for any modification or suspension of the Services or any part thereof.
4.4. Ownership.Excluding User Content (defined below), you acknowledge that all the material and content available on or through the Services, including all intellectual property rights, such as copyrights, patents, trademarks, and trade secrets, in such material or content are owned by Company (or Company’s licensors), including all graphics, code, copy, music, videos, images, data, and the look and feel of the Services. The provision of the Services does not transfer to you or any third party any rights, title, or interest in or to such rights. Company (or its licensors) reserve all rights not granted in this Agreement.
4.5. Third-Party Materials.The Services may make material of third parties available to you, including advertisements and marketing material delivered to you as part of the Services (“Third-Party Materials”), or allow for the routing or transmission of such Third-Party Materials, including via links. By using such functionality, you are directing us to access, route, and transmit to you the applicable Third-Party Materials. We neither control nor endorse, nor are we responsible for, any Third-Party Materials, including the accuracy, integrity, quality, legality, usefulness, or safety of Third-Party Materials, or the nature of any intellectual property rights therein. Certain Third-Party Materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by Company with respect to any Third-Party Materials. We have no obligation to monitor Third-Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third-Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such provider.
Your use of Third-Party Materials is at your own risk and is subject to any additional terms, conditions, and policies applicable to such Third-Party Materials (such as terms of service or privacy policies of the providers of such Third-Party Materials).
5.1. User Content. “User Content”includes any and all information and content that you submit to, or use with, the Services. You are solely responsible for your User Content. You assume all risks associated with the use or sale of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of such that makes you or any third party personally identifiable or improperly uses third party proprietary or intellectual property rights. You hereby represent that you have the authorization to consent to Company’s use of your User Content (as specified below) and that User Content does not violate the Acceptable Use Policy (defined below). Because you are alone responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates any third party intellectual property rights, privacy rights, agreements, applicable laws, rules, or regulations.
5.2. License.Notwithstanding anything herein to the contrary and as applicable, you hereby grant, and represent that you have the right to grant, to Company an irrevocable, non-exclusive, royalty-free and fully-paid, worldwide license to reproduce, distribute, modify, publicly display, perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of providing the Services and creating and using aggregated, de-identified data for the purpose of improving upon the functionality of the Services, or to be used in Company’s marketing efforts. You agree to irrevocably waive (and cause to be waived) and hereby do waive any claims and assertions of “moral rights” or attribution with respect to your User Content.
5.3. Privacy.Company may collect personally identifiable information about you through the Services for the purpose of providing the Services. Company will not disclose personally identifiable information about users, except Company may: (a) disclose personally identifiable information to its service providers to provide you with the Services; (b) share or transfer personally identifiable information in connection with a sale or transfer of all or a part of Company’s company or assets; or (c) share personally identifiable information as necessary to (i) comply with the law, any lawful request, or any legal process served on Company, (ii) protect and defend the rights or property of Company and its employees, agents, users, and others, (iii) act in an emergency, including to protect someone’s safety, or (iv) investigate any violation or potential violation of the law or Company’s agreements, policies, or terms. If you are accessing the Services outside of the United States, you hereby consent to having your data transferred to and processed in the United States.
5.4. Review of User Content.While Company is not responsible for any User Content, Company reserves the right (but has no obligation) to review any User Content, investigate, and/or take appropriate action against you in Company’s sole discretion (including removing User Content, terminating this Agreement, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy, any other provision of this Agreement, or otherwise create potential liability for us or any other person.
5.5. DMCA Copyright Policy.The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material infringes their rights under U.S. copyright law. If you believe in good faith that User Content of a user infringes your copyright rights, you (or your agent) may send us a notice requesting such content be removed or access to it blocked. Your notice must include the following information: (a) a physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the right allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the User Content claimed to be infringing, including information reasonably sufficient for us to locate the User Content; (d) contact information, such as an address, telephone number, or e-mail address; (e) a statement that you have a good faith belief that this User Content’s use is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right allegedly infringed. Notifications should be sent to contact+legal@trademarksy.com. Upon notification, we will review your submission to ensure we have information required to process your request. The user who posted the User Content subject to your notice may have an opportunity to respond to your notification.
5.6. Feedback.If you provide Company any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Company all rights in the Feedback and agree that Company will have the right to use such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback as non-confidential and non-proprietary. You agree not to submit as Feedback any information or ideas that you consider to be confidential or proprietary.
The following sets forth Company’s “Acceptable Use Policy.”
6.1 Unlawful or Harmful Use.You agree not to use the Services in any manner or post or upload any User Content: (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, explicitly pornographic, material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, material which is harmful to minors in any way; or (c) in violation of any law, rules, regulation, or obligations or restrictions imposed by any government or third party.
6.2 Improper Purposes.In addition, you agree not to use the Services to: (a) upload, transmit, or distribute any computer viruses or any code intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, spam, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (e) attempt to gain unauthorized access to the Services or other computer systems or networks connected to or used together with the Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Services; or (h) introduce code, software, or automated scripts so as to produce multiple accounts, generate automated searches, or to strip, scrape, or mine data from the Services.
You agree to indemnify and hold Company (and its officers, directors, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party related to or arising out of: (a) your use of the Services; (b) your User Content; (c) your violation of this Agreement; or (d) your violation of applicable laws, rules, or regulations. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company (or its officers, directors, employees, and agents) and you agree to cooperate with Company’s defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
The Services are provided “as-is” and “as available.” Company expressly disclaims any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Company makes no warranty that the Services: (a) will meet your requirements; or (b) will be available on an uninterrupted, timely, secure, or error-free basis.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
The Services are provided for information purposes only and do not, and should not, constitute legal advice. Please consult with an attorney for any trademark related matters.
In no event will Company be liable to you, or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or your use of, or inability to use, the Services, lost User Content, or data recovery costs. Such limitations apply even if Company has been advised of the possibility of such damages.
Access to and use of the Services is at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, Company’s liability to you for any damages arising from or related to this Agreement or the Services (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (a) one hundred US dollars ($100) or (b) amounts you paid Company in the prior 12 months (if any). The existence of more than one claim will not increase this limit.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.
This Agreement will remain in full force and effect while you use the Services. Company may suspend your rights to use the Services and/or terminate this Agreement immediately upon your breach of this Agreement. Upon termination of this Agreement, your right to access and use the Services will terminate immediately. You understand that any termination of your use might involve deletion of your Account information and User Content. Company will not have any liability whatsoever for deletion of User Content. Even after this Agreement is terminated, provisions that, by their nature should survive termination, shall survive.
11.1. Mandatory Arbitration.Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Company and/or Company’s employees, agents, successors, or assigns, regarding or relating to the Services or this Agreement, will exclusively be settled through binding and confidential arbitration.
11.2. Rule of Arbitration.Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS, as mutually determined by the parties (if the parties are unable to mutually agree on AAA or JAMS, Company will have sole authority to choose either AAA or JAMS. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’ rules for commercial arbitration or, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may visit the AAA website at: http://www.adr.org. For more information on JAMS, its rules and procedures, and how to file an arbitration claim, you may visit the JAMS website at: http://www.jamsadr.com.
You are giving up your right to go to court to assert or defend your rights except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator and not a judge or jury. You are entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by a court.
The parties must abide by the following rules: (1) any claims brought by either party must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (2) the arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Company will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) Company also reserves the right in Company’s sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator will honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award will be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
11.3. Exception. Notwithstanding the foregoing, either of the parties may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in King County, Washington. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in King County, Washington in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within King County, Washington for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.
11.4. Severability.With the exception of subparts (1) and (2) in the paragraph 11.2 above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in the paragraph 11.2 (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither of the parties will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in King County, Washington.
11.5. Termination.Notwithstanding any provision in this Agreement to the contrary, if Company seeks to terminate the Dispute Resolution section as included in the Agreement, any such termination will not be effective until 30 days after the version of the Agreement not containing the agreement to arbitrate is posted to the Services, and will not be effective as to any claim of which you provided Company with written notice prior to the date of termination.
11.6. Governing Law.Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Company’s employees, agents, successors, or assigns, regarding or relating to the Services or this Agreement, will be exclusively be governed by the internal laws of the State of Washington, without regard to its choice of law rules and without regard to conflicts of laws principles, except that the arbitration provision will be governed by the Federal Arbitration Act.
12.1. Entire Agreement.This Agreement constitutes the entire agreement between you and Company regarding the use of the Services. Company’s failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Company is an independent contractor and service provider to you, and neither party is an agent or partner of the other.
12.2. Assignment.This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon assignees. Notwithstanding the foregoing, Company may assign this Agreement without the other party’s prior written consent as part of a merger, re-domestication, or a sale or transfer of all or substantially all of its assets, or any business division covering substantially all of the Services. This Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective and permitted assignees.
12.3. Electronic Communications.The communications between you and Company use electronic means. For contractual purposes, you (a) consent to receive communications from Company in electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfies any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
12.4. Contact Information.Notices to Company may be sent to: contact+terms@trademarksy.com.