Date of Last Revision: July 2nd, 2021
Welcome to the Harmony ContentBase Service ( also referred to as “Harmony CB”, “HarmonyCB”, “Us”, “Our” or “We”)!
These Terms of Service (“Terms”) are a legal contract between You and Us and govern Your use of this website, the services and related technologies for optimizing and managing the contents of your Database(s) that We may provide through any of Our websites (“Services”), and all text, data, information, software, graphics, photographs and more that We and Our affiliates may make available to You (all of which We refer to as “Materials”). Unless otherwise stated in these Terms, references to the “Service” include all of Our websites and the Services.
READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. USING THE SERVICE OR ANY PART THEREOF INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. YOU CANNOT USE THE SERVICE OR ANY PART THEREOF IF YOU DO NOT ACCEPT THESE TERMS’ CHANGES.
We may alter the Materials and services We offer You through the Service and/or choose to modify, suspend or discontinue the Service at any time. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. Because everyone benefits from clarity, We promise to inform You of any modifications to these Terms by posting them on the Service and, if You have registered with Us, by describing the modifications to these Terms in an email that We will send to the address that You provided when registering on the Service. To be sure We properly reach Your email inbox, We just ask that You let Us know if Your preferred email address changes at any time after Your registration.
If You object to any such modifications, Your sole recourse shall be to cease using the Service. Continued use of the Service following notice of any such modifications indicates You acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms of individual Services. These expressly-designated legal notices or terms are incorporated into these Terms and supercede the provision(s) of these Terms that are designated as being superseded.
In these Terms we are granting You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to access and use the Service for permitted purposes; Your right to use the Materials is conditioned on Your compliance with these Terms.
- Account Terms
- Acceptable Use
- User-Generated Content
- Private Repositories
- Copyright & DMCA Policy
- Intellectual Property Notice
- Cancellation and Termination
- Communications with Harmony CB
- Disclaimer of Warranties
- Limitation of Liability
- Release and Indemnification
- Changes to these Terms of Service
Welcome to the Harmony ContentBase Service (“Us” or “Our” or “We”)!
An “Account” represents your legal relationship with Harmony CB . A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on the HarmonyCB product. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of Organizations.
The “Agreement” refers, collectively, to all the terms, conditions and notices contained or referenced in this document (the “Terms of Service” or the “Terms”) and all other operating rules, policies (including the HarmonyCB Privacy Statement, available at harmonycb.com/privacy-policy and procedures that we may publish from time to time on the Website.
“Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. “Content” also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. “Your Content” is Content that you create or own.
“HarmonyCB”, “We” and “Us” refer to Harmony CB, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
The “Service” refers to the applications, software, products, and services provided by Harmony CB, including any Beta Previews.
“The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 18 years of age. If you are not 18 yet, you may not access or use any part of the Service and you are authorized by Your employer to enter into this agreement on behalf of said employer.
The “Website” refers to Harmony CB’s website located at harmonycb.com, and all content, services, and products provided by Harmony CB at or through the Website. It also refers to Harmony CB-owned subdomains of harmonycb.com. Occasionally, websites owned by Harmony CB may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.
2. Account Terms
2.1. Account Controls
Users. Subject to these Terms, you retain ultimate administrative control over your User Account and the Content within it.
Organizations. The “owner” of an Organization that was created under these Terms has ultimate administrative control over that Organization and the Content within it. Within the Service, an owner can manage User access to the Organization’s data and projects. An Organization may have multiple owners, but there must be at least one User Account designated as an owner of an Organization. If you are the owner of an Organization under these Terms, we consider you responsible for the actions that are performed on or through that Organization.
2.2. Required Information
You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid Account, in which case additional information will be necessary for billing purposes.
2.3. Account Requirements
We have a few simple rules for User Accounts on Our Service. You must be a human to create an Account. Accounts registered by “bots” or other automated methods are not permitted. One person or legal entity may maintain no more than one free Account. You must be age 18 or older. Harmony CB does not target our Service to people under 18, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s Account immediately.
If you are a resident of a country outside of the United States of America, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid Organization may only provide access to as many User Accounts as your subscription allows. You may not use HarmonyCB in violation of export control or sanctions laws of any applicable jurisdiction. You may not use HarmonyCB if you are or are working on behalf of a Specially Designated National (SDN) in the USA or a person subject to similar blocking or denied party prohibitions administered by a government agency.
2.4. User Account Security
You are responsible for keeping your Account secure while you use our Service. We offer tools such as two-factor authentication to help you maintain your Account’s security, but the content of your Account and its security are up to you. You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account). You are responsible for maintaining the security of your Account and password. Harmony CB cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will promptly notify Us if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.
2.5. Additional Terms
In some situations, third parties’ terms may apply to your use of HarmonyCB. For example, you may be a member of an organization on HarmonyCB with its own terms or license agreements; you may download an application that integrates with HarmonyCB. Please be aware that while these Terms are our full agreement with you, other parties’ terms govern their relationships with you. If you have signed up for HarmonyCB Enterprise Cloud, the individually agreed upon Conditions and contractual agreements might apply to you in addition to these Terms, and you agree to their provisions.
3. Acceptable Use
Our Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Harmony CB. Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations. Harmony CB reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Harmony CB grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
You agree that you will not under any circumstances violate our the following Policies:
3.1. Compliance with Laws and Regulations
You are responsible for using the Service in compliance with all applicable laws, regulations, and all of our Acceptable Use Policies. These policies may be updated from time to time and are provided below.
Under no circumstances will Users upload, post, host, or transmit any Content to HarmonyCB that:
- is unlawful or promotes unlawful activities;
- is or contains sexually obscene content;
- is libelous, defamatory, or fraudulent;
- is discriminatory or abusive toward any individual or group;
- gratuitously depicts or glorifies violence, including violent images;
- contains or installs any active malware or exploits, or uses our platform for exploit delivery (such
- as part of a command and control system); or
- infringes on any proprietary right of any party, including patent, trademark, trade secret,
- copyright, right of publicity, or other rights.
3.2. Conduct Restrictions
While using the Service, under no circumstances will you:
- harass, abuse, threaten, or incite violence towards any individual or group, including our employees, officers, and agents, or other users;
- use our servers for any form of excessive automated bulk activity (for example, spamming), or relay
- any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
- attempt to disrupt or tamper with our servers in ways that could harm our Service, to place undue burden on our servers through automated means, or to access the Service in ways that exceed your authorization;
- impersonate any person or entity, including any of our employees or representatives, including through false association with HarmonyCB, or by fraudulently misrepresenting your identity or site’s purpose; or
- violate the privacy of any third party, such as by posting another person’s personal information without consent.
Remember, these are examples only and the list above is not a complete list of everything that You are not permitted to do. You agree to hire attorneys to defend Us if You violate these Terms and that violation results in a problem for Us. You also agree to pay any damages that We may end up having to pay as a result of Your violation. You alone are responsible for any violation of these Terms by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.
3.3. Services Usage Limits
You will not reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without our express written permission.
3.4. Scraping and API Usage Restrictions
Scraping refers to extracting data from our Service via an automated process, such as a bot or webcrawler. You may scrape the website for the following reasons: Researchers may scrape public, non-personal information from the Service for research purposes, only if any publications resulting from that research are open access. Archivists may scrape the Service for public data for archival purposes. You may not scrape the Service for spamming purposes, including for the purposes of selling User Personal Information (as defined in the HarmonyCB Privacy Statement), such as to recruiters, headhunters, and job boards. All use of data gathered through scraping must comply with the HarmonyCB Privacy Statement.
Misuse of User Personal Information is prohibited. Any person, entity, or service collecting data from the Service must comply with the Harmony CB Privacy Statement, particularly in regards to the collection of User Personal Information. If you collect any User Personal Information from the Service, you agree that you will only use that User Personal Information for the purpose for which that User has authorized it. You agree that you will reasonably secure any User Personal Information you have gathered from the Service, and you will respond promptly to complaints, removal requests, and “do not contact” requests from us or other users.
3.6. Excessive Bandwidth Use
If we determine your bandwidth usage to be significantly excessive in relation to other users, we reserve the right to suspend your Account or throttle your file hosting until you can reduce your bandwidth consumption.
3.7. User Protection
You must not engage in activity that significantly harms other users. We will resolve disputes in favor of protecting users as a whole.
4. User-Generated Content
4.1. Responsibility for User-Generated Content
You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.
4.2. Harmony CB May Remove Content
We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any of Our terms or policies.
4.3. Ownership of Content, Right to Post, and License Grants
You retain ownership of and responsibility for Your Content. If you’re posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.
Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other HarmonyCB Users — certain legal permissions, listed in Sections 4.4 — 4.7. These license grants apply to Your Content. If you upload Content that already comes with a license granting Us the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections 4.4 — 4.7. The licenses you grant to us will end when you remove Your Content from our servers except in the case of published templates.
4.4. License Grant to Us
We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.This license does not grant Harmony CB the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.
4.5. License Grant to Other Users
Any User-Generated Content you post publicly, including issues, comments, and contributions to templates or other Users’ pages, may be viewed by others. By setting your project to be viewed publicly, you agree to allow others to view and use your frontend and data.
If you set your pages and project to be viewed publicly, you grant each User of HarmonyCB a nonexclusive, worldwide license to use, display, and perform Your Content through Our Service and to reproduce Your Content solely on HarmonyCB as permitted through HarmonyCB’s functionality (for example, through forking). You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other HarmonyCB Users.
4.6. Contributions Under Project License
Whenever you make a contribution to a project containing notice of a license, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supersede.
This is widely accepted as the norm in the open-source community; it’s commonly referred to by the shorthand “inbound=outbound”. We’re just making it explicit.
4.7. Moral Rights
You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section 4.4, but not otherwise.
To the extent this agreement is not enforceable by applicable law, you grant Harmony CB the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.
5. Private Repositories
5.1. Control of Private Repositories
Some Accounts may have private repositories, which allows the User to control access to Content.
5.2. Confidentiality of Private Repositories
Harmony CB considers the contents of private repositories to be confidential to you. Harmony CB will protect the contents of private repositories from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.
Harmony CB employees may only access the content of your private repositories in the following situations:
- With your consent and knowledge, for support reasons. If We accesses a private project for support reasons, we will only do so with the owner’s consent and knowledge.
- When access is required for security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability and resilience of Harmony CB’s systems and Service.
You may choose to enable additional access to your private repositories. For example:
You may enable various HarmonyCB services or features that require additional rights to Your Content in private repositories. These rights may vary depending on the service or feature, but We will continue to treat your private project Content as confidential. If those services or features require rights in addition to those we need to provide the HarmonyCB Service, we will provide an explanation of those rights.
If we have reason to believe the contents of a private project are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private repositories.
6. Copyright Infringement and DMCA
If you believe that content on our website violates your copyright, please contact us. If you are a copyright owner and you believe that content on HarmonyCB violates your rights, please contact us by email at firstname.lastname@example.org . There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
To be sure the matter is handled immediately, Your written notice must:
- Contain Your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a sufficiently precise manner to allow Us to locate that material;
- Contain adequate information by which We can contact You (including postal address, telephone number, and email address);
- Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner.
- Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification
We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA takedown notice. In response, You may provide Us with a written counter-notification that includes the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which We may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
7. Intellectual Property Notice
We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed. We respect the intellectual property rights of others and encourage You to do the same. Accordingly, We have a policy of removing User Content that violates intellectual property rights of others, suspending access to the Service (or any portion thereof) to any user who uses the Service in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Service in violation of someone’s intellectual property rights.Pursuant to You also release, waive, discharge and promise not to sue or bring any claim of any type against Us for any loss, damage or injury relating in any way to the Site or any part thereof.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MT HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.
We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law.
7.1. Harmony CB’s Rights to Content
7.2. HarmonyCB Trademarks and Logos
If you’d like to use HarmonyCB’s trademarks, you must contact us at follow all of the trademark guidelines, including those provided via our webpage.
For Services offered on a payment or subscription basis, the following terms apply, unless Harmony CB notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
Our pricing and payment terms are available at HarmonyCB. If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term. We do not provide price protection or refunds in the event of promotions or price decreases. All payments of Subscription fees will be in Euros and are non-refundable, except as otherwise explicitly stated herein.
8.2. Upgrades, Downgrades, and Changes
We will immediately bill you when you upgrade from the free plan to any paying plan. If you change from a monthly billing plan to a yearly billing plan, Harmony CB will bill you for a full year at the next monthly billing date. If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately. You may change your level of service at any time by choosing a plan option or going into your Billing settings. If you choose to downgrade your Account, you may lose access to Content, features, or capacity of your Account.
8.3. Billing Schedule; No Refunds
For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open Account; however, the service will remain active for the length of the paid billing period. Additional cancellation or renewal terms may be provided to you on the website for the Services. In order to treat everyone equally, no exceptions will be made.
IMPORTANT NOTICE: DEPENDING ON THE BILLING OPTION YOU CHOOSE WHEN YOU REGISTER FOR YOUR SUBSCRIPTION, WE WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON EACH MONTHLY OR YEARLY ANNIVERSARY OF THAT DATE THAT WE CHARGE YOUR CREDIT OR DEBIT CARD FOR THE FIRST SUBSCRIPTION FEE AND, AS AUTHORIZED BY YOU DURING THE MEMBERSHIP SIGN-UP PROCESS, WE WILL CHARGE YOUR CREDIT OR DEBIT CARD WITH THE APPLICABLE SUBSCRIPTION FEE AND ANY SALES OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR SUBSCRIPTION FEE PAYMENT (UNLESS YOU CANCEL PRIOR TO THE ANNIVERSARY DATE). EACH SUBSCRIPTION RENEWAL PERIOD IS FOR ONE MONTH OR ONE YEAR, DEPENDING ON THE BILLING OPTION YOU CHOOSE. YOU MAY CANCEL OR DOWNGRADE YOUR SUBSCRIPTION AT ANY TIME FROM WITHIN THE SERVICE OR BY CONTACTING US AT HELLO@HARMONYCB.COM. IF YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION, YOU WILL ENJOY YOUR CURRENT SUBSCRIPTION BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION PERIOD FOR WHICH YOU HAVE PAID, AND YOUR SUBSCRIPTION BENEFITS WILL DOWNGRADE OR EXPIRE AT THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD.
By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for HarmonyCB. We may suspend or terminate Your account and/or access to the Service if Your payment is late and/or Your offered payment method (e.g., credit card or debit card) cannot be processed. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
8.5. Responsibility for Payment
You are liable for paying any and all applicable sales and use taxes for the purchase of Your Subscription based on the mailing address that You provide when You register as a Subscriber, and You authorize Us to charge Your credit or debit card for any such applicable taxes. By using the Service, you agree to pay Harmony CB any charges incurred in connection with your use of the Service. If you dispute the matter, contact email@example.com. You are responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.
9. Cancellation and Termination
9.1. Account Cancellation
It is your responsibility to properly cancel your Account with Harmony CB. You can cancel your Account at any time by emailing firstname.lastname@example.org.
We understand that You might cancel Your account, but please know that We will not provide any refund(s) and You will be responsible for paying any balance due on the account. To make things less complicated, You agree that We may charge any unpaid fees to Your provided payment method and/or send You a bill for such unpaid fees.
If you’re a consumer who signed up for a new, paid HarmonyCB subscription, you have a right to cancel your subscription within 14 calendar days. If you exercise this right, we’ll refund you the subscription fees you have paid and your account will be downgraded to a free plan if available, otherwise your account will be terminated. You must exercise this right of cancellation by sending a written notice of cancellation per email to email@example.com or firstname.lastname@example.org. You don’t need to provide a reason why you’re cancelling, but we’d be interested in hearing why so we can make improvements.
9.2. Upon Cancellation
We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your repositories within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled.
We will not delete Content that you have contributed publicly or that other users have copied. Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.
9.3. Harmony ContentBase May Terminate
Harmony CB has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Harmony CB reserves the right to refuse service to anyone for any reason at any time. In the event, that We discontinue the Service, We shall reimburse you for the prorated amount of money already paid for the Service that will be unused from the date of the termination through the end of the initial term.
All provisions of this Agreement which, by their nature, should survive termination will survive termination — including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
10. Communications with Harmony ContentBase
We use email and other electronic means to stay in touch with our users. By using the Service, both parties consent to receiving electronic communications from the other party. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Service. These electronic communications are part of Your relationship with Us. Both parties agree that any notices, agreements, disclosures or other communications that We sent between parties electronically will satisfy any legal communication requirements, including that such communications be in writing.
10.1. Electronic Communication Required
For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
10.2. Legal Notice to Harmony ContentBase Must Be in Writing
Communications made through email or HarmonyCB Support’s messaging system will not constitute legal notice to Harmony CB or any of its officers, employees, agents or representatives in any situation where notice to Harmony CB is required by contract or any law or regulation. Legal notice to Harmony CB must be in writing and served to Harmony CB’s headquarter:
Harmony ContentBase Inc.
405 Lexington Avenue, 26th Floor
New York, NY 10174
10.3. No Phone Support
HarmonyCB only offers support via email, optional in-Service communications, and electronic messages. We do not offer telephone support.
Any feedback that You provide to Us about the Service (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
11. Disclaimer of Warranties
We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
Harmony CB provides the HarmonyCB Website and the Service “as is” and “with all faults” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement of intellectual property rights.
We do not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service. We disclaim all equitable indemnities.
12. Limitation of Liability
We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.
You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from
- the use, disclosure, or display of your User-Generated Content;
- your use or inability to use the Service;
- any modification, price change, suspension or discontinuance of the Service;
- the Service generally or the software or systems that make the Service available;
- unauthorized access to or alterations of your transmissions or data;
- statements or conduct of any third party on the Service;
- any other user interactions that you input or receive through your use of the Service; or
- any other matter relating to the Service.
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
13. Release and Indemnification
You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved. Each party agrees to defend the other party, its corporate affiliates, and their respective agents, officers, directors, shareholders, partners, employees and licensees, and each of their successors and permitted assigns (collectively, the “Indemnified Parties”) and hold each of them harmless from and against any and all claims and demands (collectively, “Claims”), brought by a third party based upon or arising in any manner, directly or indirectly, out of or in connection with such party’s breach of its representations, warranties or obligations as provided in these Terms. The indemnifying party shall pay all damages finally awarded or paid in settlement of any such Claims.
The Indemnified Parties must notify the indemnifying party promptly in writing of any claim for indemnification hereunder, and provide, at the indemnifying party’s expense (to the extent of out-of-pocket expenses only), all reasonably necessary assistance, information and authority to allow the indemnifying party to control the defense and settlement of such claim; provided that the failure of the Indemnified Parties to promptly inform the indemnifying party of any Claim shall not excuse the indemnifying party of its obligations hereunder except to the extent such failure materially prejudices the indemnifying party. Notwithstanding the foregoing, the indemnifying party shall not enter into any settlement of the defense of such action, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnified Party may participate at its expense in the defense and/or settlement of any such action with counsel of its choosing and at its sole expense.
If you have a dispute with one or more Users, you agree to release Harmony CB from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
THIRD-PARTY SITES AND SERVICES: We think links are convenient, and We sometimes provide links on the Service to third-party websites. If You use these links, You will leave the Service. We are not obligated to review any third-party websites that You link to from the Service, We do not control any of the third-party websites, and We are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party websites linked to from the Service, You do this entirely at Your own risk and You must follow the privacy policies and terms and conditions for those third-party websites.
The Service also enables linking between various online third-party services. To take advantage of these feature and capabilities, we may ask you to authenticate, register for or log into Third-Party Services through the Service or on the websites of their respective providers and, if applicable, allow you to configure your privacy settings in that third-party website account to permit Your activities on the Service to be shared with Your contacts in your third-party site account.
15. Changes to These Terms
We want our users to be informed of important changes to our terms, but some changes aren’t that important — we don’t want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.
We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.
16.1. Governing Law
We control and operate the Service from Our headquarters in New York, NY and the entirety of the Service may not be appropriate or available for use in other locations. If You use the Service outside of the United States, You are solely responsible for following applicable local laws, including but not limited to local laws concerning online conduct and acceptable content.
We think direct communication resolves most issues – if We feel that You are not complying with these Terms, We will tell You. We will even provide You with recommended necessary corrective action(s) because We value this relationship.
However, certain violations of these Terms, as determined by Us, may require immediate termination of Your access to the Service without prior notice to You. The United States law will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or the Site will be heard in courts located in the United States. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, We are not waiving Our rights.
These Terms are the entire agreement between You and Us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between Everyone about the Service. The proprietary rights, disclaimers of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
Harmony CB may assign or delegate these Terms of Service and/or the Harmony CB Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section 4.4. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.
16.3. Severability, No Waiver, and Survival
We represent and warrant that:
- (i) We have full right, power, and authority to enter into and perform Our obligations under these Terms;
- (ii) the Service will be provided in a professional and workmanlike manner;
- and (iii) we have the right, title, and interest to the Materials sufficient to grant the rights granted under these Terms.
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Harmony CB to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
16.4. Amendments; Complete Agreement
This Agreement may only be modified by a written amendment signed by an authorized representative of Harmony CB, or by the posting by Harmony CB of a revised version in accordance with Section 13 Changes to These Terms. These Terms of Service, together with the HarmonyCB Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Us relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.
At Our or Your election, all disputes, claims, or controversies arising out of or relating to these Terms or the Service that are not resolved by mutual agreement may be resolved before Handelsgericht Wien.
If You have any questions about these Terms or otherwise need to contact Us for any reason, You can reach Us at:
Harmony ContentBase Inc.
405 Lexington Avenue, 26th Floor
New York, NY 10174