1. ACCEPTANCE OF TERMS
- By registering for and/or using the Services in any manner, including but not limited to visiting, browsing and using the Services to shorten a uniform resource locator (“URL”), you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Services by Owly, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
- Certain of the Services may be subject to additional terms and conditions specified by Owly from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
- These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
Owly reserves the right, at its sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice or by sending you notice through the Services or by e-mail. Owly may also impose limits on certain features of the Services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check these Terms of Service periodically for changes. Your use of the Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances, use the Services. Owly may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
While some features of the Service are available to unregistered users, for broader access to the Services you must register with Owly (creating an “Account”). In order to register, you must provide an accurate e-mail address and select a username or you can use your account with Facebook, Twitter or other supported social network. You are responsible for updating the accuracy of the e-mail address that you provide to Owly to be associated with your Account. Regarding usernames, you shall not (i) select or use, as your username, the name of another person with the intent to impersonate that person; (ii) select or use, as your username, a name subject to any rights of a person or entity other than you without appropriate authorization or (iii) select or use, as your username, a name that is otherwise offensive, vulgar or obscene.
5. ACCOUNT SECURITY
You are solely responsible for the activity that occurs on your Account, and for keeping your Account secure. You are not permitted to use another Account without permission. You must notify us immediately of any breach of security or other unauthorized use of your Account. You should never publish, distribute or post login information for your Account.
6. BITLY SERVICES
- Owly Links The Services allow you to shorten and track URLs using the Owly domain as the link. As long as you comply with these Terms of Service, you may use the Services your personal, non-commercial purposes. Please contact us if you would like to use the Services for your business.
- Software Applications We provide browser plugins and software applications that you can download (to your computer or mobile device) to access and use the Services. As long as you comply with these Terms of Service, you have the right to use this software to access and use the Services. This license is for the sole purpose of enabling you to use the Services, as permitted by these Terms of Service. You may not modify, re-distribute, or sell the software, nor may you decompile or attempt to extract the source code of that software. If you download software from the Apple App Store, Google Play or other app store (an “App Provider”), please note that:
- These Terms of Service are concluded between us, and not with the App Provider, and that we (not the App Provider), are responsible for the software.
- The App Provider has no obligation to furnish any maintenance and support services with respect to that software or handle any warranty claims.
- The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the software, such as, product liability claims, consumer protection claims, intellectual property infringement claims, or any claim that the software fails to conform to any applicable legal or regulatory requirement.
- The App Provider is a third party beneficiary of these Terms of Service as related to your license of the software, and the App Provider will have the right to enforce these Terms of Service as related to your license of the software against you.
- You must also comply with any applicable terms from any third party services that you access when using the software.
7. BITLY METRICS
- Definition Certain features of the Services allow Owly to collect and track metrics, and generate analytics, relating to URLs shortened using the Services, bundles of shortened URLs created using the Services, and other metrics and analytics related to use of the Services (“Owly Metrics”). Owly Metrics include, but are not limited to:
- A history of all URLs shortened by a particular Account.
- A history of all clicks on a shortened URL.
- A history of all sharing of a shortened URL through third-party services such as Facebook and Twitter.
- A history of referral URLs for clicks of a shortened URL.
- A history of IP addresses used to access a shortened URL.
- Visual presentation of any or all of the above (excluding IP addresses).
- Ownership Rights You acknowledge and agree that all Owly Metrics that are collected and/or generated are owned by Owly, and that Owly has the right to use, license, sell or otherwise dispose of Owly Metrics for any purpose.
- Definition For purposes of these Terms of Service, the term “Content” includes, without limitation, URLs, shortened URLs, curated URLs, bundles or packages of URLs, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services.
- User Content All Content added, created, uploaded, submitted, distributed, or posted to the Services by users, whether publicly posted or privately transmitted (collectively “User Content”), is the sole responsibility of the user who originated it. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. When you delete your User Content, it will be removed from the Services. However, you understand that (i) certain User Content (e.g., previously shortened URLs and related Owly Metrics) will remain available and (ii) any removed User Content may persist in backup copies for a reasonable period of time (but will not following removal be shared with others).
- Owly Content The Services contain Content specifically provided by Owly or its partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Such Content includes, but is not limited to, Owly Metrics. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
- Use License Subject to these Terms of Service, Owly grants each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use the Content, solely for personal, non-commercial use as part of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Owly, or from the copyright holder identified in such Content’s copyright notice. If you would like to use the Services for commercial purposes, you must purchase a license for our Owly Brand Tools, or contact us regarding other types of uses.
- License Grants
- License to Owly By submitting User Content through the Services, you hereby do and shall grant Owly a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Services and Owly’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds).
- License to Users You also hereby do and shall grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content.
- No Infringement You represent and warrant that you have all rights to grant such licenses without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
- Availability of Content Owly does not guarantee that any Content will be made available through the Services. Further, Owly has no obligation to monitor the Services. However, Owly reserves the right to (i) remove, edit or modify any Content in its sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Owly is concerned that you may have violated these Terms of Service), or for no reason at all and (ii) remove or block any Content from the Services.
9. RULES OF CONDUCT
- You promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services.
- You shall not, and shall not permit any third party to, either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content (including User Content) on or through the Service that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (Owly’s DMCA Copyright Policy [https://www.Owly.im/page/dmca-copyright-policy]);
- is unlawful, such as content that is threatening, abusive, harassing, defamatory, libelous, fraudulent, invasive of another’s privacy, or tortuous;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Owly or any third party;
- impersonates any person or entity, including any employee or representative of Owly;
- includes anyone’s identification documents or sensitive financial information; or
- is otherwise determined by Owly to be inappropriate at its sole discretion.
- You shall not: (i) take any action that imposes or may impose (as determined by Owly in its sole discretion) an unreasonable or disproportionately large load on Owly’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Owly may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Services; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of Owly’s guidelines and policies.
- You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any aspect, feature or part of the Services, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
- Owly also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Owly, its users and the public. This includes exchanging information with other companies and organizations for fraud protection and spam prevention.
10. THIRD PARTY SERVICES
The Services may permit you to link to other websites, services or resources on the Internet, such as Twitter and Facebook, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under the control of Owly, and you acknowledge that Owly is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Owly or any association with its operators. You further acknowledge and agree that Owly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
Owly may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Owly has no special relationship with or fiduciary duty to you. You acknowledge that Owly has no control over, and no duty to take any action regarding:
- which users gains access to the Services;
- what Content you access via the Services;
- what effects the Content may have on you;
- how you may interpret or use the Content; or
- what actions you may take as a result of having been exposed to the Content.
- You release Owly from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Owly makes no representations concerning any Content contained in or accessed through the Services, and it will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.
- THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. BITLY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
- ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): BITLY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SERVICES OR ANY WEBSITE LINKED TO THE SERVICES. Owly will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Owly’s equipment, transmitted over networks accessed by the Services, or otherwise connected with your use of the Services.
You shall defend, indemnify, and hold harmless Owly, its affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or which otherwise arise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. Owly reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will assist and cooperate with Owly in asserting any available defenses.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL BITLY, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, REPRESENTATIVES OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL SUCH LIABILITY EXCEED ANY DAMAGES IN EXCESS OF ONE HUNDRED U.S. DOLLARS ($100.00) IN THE AGGREGATE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
15. GOVERNING LAW AND JURISDICTION.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and federal courts of New York County, New York.
16. ENTIRE AGREEMENT AND SEVERABILITY.
These Terms of Service are the entire agreement between you and Owly with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Owly with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable.
- Force Majeure. Owly shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Owly’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with Owly’s prior written consent. Owly may assign, transfer or delegate any of its rights and obligations hereunder without consent.
- Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
- Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
- No Waiver. The failure of Owly to enforce any part of these Terms of Service shall not constitute a waiver of its right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance, does not mean that we will do so in the future. In order for any waiver of compliance with these Terms of Service to be binding, Owly must provide you with written notice of such waiver, provided by one of its authorized representatives.
- Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
You may contact Owly: by mail at email@example.com.
Effective Date of Terms of Service: August 8, 2018.