Arrangedly Terms of Service

IMPORTANT -- PLEASE READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING THE ARRANGEDLY SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Welcome to the Arrangedly service, website, or mobile application (collectively, the "Service"). Your use of the Service is subject to both the Arrangedly Privacy Policy and and the Arrangedly Terms of Service, (collectively, the “Terms of Service” or “Agreement”). These Terms of Service function as a legal agreement between you and Arrangedly, LLC. (“Arrangedly”), a Delaware Corporation, for your use of the Arrangedly service. "You" refers to any individual who creates an account on the Service; or if the Service is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of said entity, then "You" refers to said entity. If You are accessing the Service on behalf of Your employer, you understand that You have the authority to agree to these Terms of Service on behalf of your employer. If You do not agree with the terms of this Agreement, we ask that you do not use the Service. Arrangedly reserves the right to update, and change, the Agreement from time to time without prior notice or consent by You. The Agreement will also be applicable to the use of the Service on a trial basis. By using the Service, You signify Your irrevocable consent of this Agreement. The website and any downloadable software associated with said Service is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties.

DESCRIPTION OF SERVICE

The Service includes, and is limited to, a service, web site, or mobile application that allows You access to and use of, a single Arrangedly Account. "Arrangedly" as referred to herein means an online collaboration tool that organizes information into boards and tasks. The Service may contain information, data, text, photographs, pictures, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Service (collectively, “Content”). Subject to these Terms of Service, Arrangedly grants to you and each user of the Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) content solely for purposes of using said Service. Use, reproduction, distribution, modification, or storage of any Content for other than purposes of using the Service, is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. For the purposes of these Terms of Service, “Content” also includes all User Content (as defined below).

An "Arrangedly Account" or "Account" as referred to herein means a service, web site, or mobile application, provided by Arrangedly, where you may use Arrangedly to create, update, share, and publish information, data, text, messages or other materials ("User Content").

Without limiting the preceding, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including unlimited operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems.

Unless explicitly stated otherwise, any new features that expand or enhance the current Service, including the release of new tools and resources, shall be subject to the Agreement. In order to use said Service, you must have access to the Internet, either directly or through devices that access web-based content, and pay any associated service fees. In addition, you must provide all equipment necessary to make such a connection to the Internet, including a computer, modem or other access device. You also acknowledge and agree that the service may include certain communications from Arrangedly, like service announcements, administrative messages, etc., and that these communications are considered part of the Service and you may not opt out of receiving them. You agree not to access the Service, by any means, other than through the interfaces that are provided by Arrangedly for use in accessing the Service. Arrangedly will provide said Service in accordance with this Agreement. Arrangedly may, at its sole discretion, modify the features of the Service from time to time without prior notice or consent from you.

REGISTRATION

In order to use the Service, you must have a valid Account. To acquire such an Account for the Service, you must provide Arrangedly with an e-mail address and other pertinent information ("Registration Data"). You are responsible for maintaining the confidentiality of the access data for your Account, and will be held fully responsible for all activities that occur under your Account. You agree to (a) immediately notify Arrangedly of any unauthorized use of your Account, or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. Arrangedly cannot, and will not, be held liable for any loss or damage arising from your failure to comply. In application of use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted to by the Service's registration form, and (b) maintain and promptly update all Registration Data to keep it true, accurate, current and complete. Arrangedly assumes no duty to verify such information, as further detailed in the CONTENT OF THE SERVICE section of these Terms of Service. If you provide any information that is untrue, inaccurate, not current or incomplete, or that Arrangedly has reasonable grounds to suspect is untrue, inaccurate, not current or incomplete, Arrangedly has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). By using the Service (and registering an Account on the Service), you represent and warrant that you are at least 13 years of age, and no one under the age of 13 may use the Service - except as set forth below under "Kids Under 13 and Arrangedly". Arrangedly may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time without prior notification. 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 Service is revoked where these Terms of Service, or use of the Service is prohibited, or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation.

KIDS UNDER 13 AND Arrangedly

Arrangedly is not directed towards children, and we expect that any use by children will only be done with the guidance, supervision and consent of their parents, guardians and/or authorized school officials. Arrangedly relies on parents and guardians to ensure that minors use Arrangedly only if they can understand their rights and responsibilities as laid out in these Terms of Service and in our Privacy Policy.

In the event that you are a school, district or teacher in the United States and want your students, who are under the age of 13, to create Arrangedly accounts - including in conjunction with the establishment of a Arrangedly Gold or Business Class account - you agree that you are responsible for complying with the U.S. Children's Online Privacy Protection Act ("COPPA") and, to the extent applicable, the Family Educational Rights and Privacy Act ("FERPA"). This means that you must notify the students' parents/guardians of the personal identity information that Arrangedly will collect, and that you will obtain parental/guardian consent before your students establish accounts or use Arrangedly. When obtaining consent, you must provide parents/guardians with a copy of our Privacy Policy. You must keep all consents on file, and provide them to us, as per our request. For more information on complying with COPPA, see the Federal Trade Commission's website. If you are located outside of the United States, we will rely upon you to obtain any required consent or approval from the parent/guardian of any of your student, as covered by similar laws, and, as a condition to your and your students' use of Arrangedly, you agree that you will be responsible for acquiescing with such laws.

BILLING/PAYMENT TERMS

Additional features may be added to the Service and made accessible to you as a paid upgrade ("Paid Plan"). If you choose to subscribe to a Paid Plan, you shall pay fees (as described below) to Arrangedly. Upon selection of a Paid Plan, you will provide Arrangedly with the necessary billing information ("Billing Data").

Credit cards are the only payment mechanism Arrangedly will accept as payment of a monthly or yearly subscription fee ("Subscription Fee") for a Paid Plan. All currency references are in U.S. dollars. Paid Plans can be paid as either a monthly Subscription Fee, or a yearly Subscription Fee.

If you select a Paid Plan, you must provide current, complete and accurate Billing Data. You must promptly update all Billing Data to keep your Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date) and you must promptly notify Arrangedly if your Payment Method has changed (for example, for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your name or password. If you fail to provide any of the previous information, you agree that Arrangedly may continue charging you for any use of the Paid Plan under your Billing Data unless you have terminated your Paid Plan, as set forth herein.

If you select the Monthly Fee, the credit card that you provide as part of the Billing Data will be automatically and promptly billed on the first Business Day of each Month. You agree that Arrangedly may charge to your credit card all amounts due, and owed for your Account on that monthly basis or upon cancellation (see "Termination, Breach, Suspension and Cancellation" and "Refund"). If you select the Yearly Fee, the credit card that you provide as part of the Billing Data will be automatically and promptly billed on the day you sign up. You agree that Arrangedly may charge to your credit card all amounts due and owed for your Account on that yearly basis, unless you cancel the account (see the "Termination, Breach, Suspension and Cancellation" and "Refund" sections of these Terms of Service). Arrangedly will contact you via e-mail to alert you upon each charge. Arrangedly may change prices at any time without prior, but will strive to provide reasonably advanced notice via the Arrangedly website and/or e-mail. You agree that, in the event Arrangedly is unable to collect the fees owed to Arrangedly for your Account through your Subscription Fee, Arrangedly may take any steps it deems necessary to collect such fees from you, and that you will be responsible for all costs and expenses incurred by Arrangedly in connection with such collection activities, including collection fees, court costs and attorneys' fees. As long as your Account remains active and is in good standing, you will be charged the Subscription Fee, even if you never use the service. You may, however, cancel your Paid Plan at any time, as explained below.

TERMINATION, BREACH, SUSPENSION AND CANCELLATION

If your Subscription Fee payment is outstanding, Arrangedly will disable your access to the features provided by the Paid Plan. Arrangedly may, at its sole discretion, at any time and for any reason, terminate the Service or this Agreement, or suspend or terminate your Account. In the event of suspension or termination, your account will be disabled, and you will not be granted access to your Account or any files or other Content (including your User Content) contained in your Account, and Arrangedly may delete your User Content, although residual copies of information may remain in our system for some time, for back-up purposes. In the event of a termination, Arrangedly may also withdraw, and at its discretion, reassign the public web address of your Account.

If you terminate your Account, via the means provided for cancellation on the Arrangedly website, or via telephone call or e-mail to Arrangedly, and you request that Arrangedly delete your User Content and files contained in your Account, Arrangedly will make all reasonable efforts to accommodate you.

PROPRIETARY/INTELLECTUAL PROPERTY RIGHTS

Arrangedly and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Service, and in all trade names, trademarks and service marks associated with, related to, or displayed with the Service. You will not remove, deface, misrepresent, or obscure any of Arrangedly's or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. You may not reverse engineer, reverse compile, or otherwise reduce to human readable form any software affiliated with said Service. Arrangedly is a Trademark of Arrangedly, LLC.

Data Storage for Dormant or Closed Accounts

Expired trials and active accounts that have billing expiration periods of 90 days will lose all document and communication stored within the account. Data from ghosted accounts (accounts with either expired billing periods or trials that have ended) will not remain part of Arrangedly's regularly maintained data centers. Should you begin a trial with Arrangedly or begin with a paid account with Arrangedly, you agree to remove any pertinent information with regards to your own organizational dealings before the trial or billing period expires.

EXPORT RESTRICTIONS

You acknowledge that the Service, or portions thereof, may be subject to the export control laws of the United States. You may not export, re-export, divert, transfer, or disclose any portion of the Service, or any related technical information or materials, directly or indirectly, in violation of any relevant export law or regulation.

INJUNCTIVE RELIEF

You accept that any use of the Service, contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to Arrangedly, its affiliates, suppliers and any other related party recognized by Arrangedly to resell, distribute, or promote the Service ("Resellers"), and under such circumstances, Arrangedly, its affiliates, suppliers and resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

PROPER USE

Arrangedly does not claim ownership of any User Content submitted on or through the Service by you. Your User Content belongs only to you. However, by uploading any User Content to the Service, you concur that Arrangedly may store and display (only to you, to the extent that you make such User Content private) your User Content solely as necessary, when in connection with the Service. To the extent that you choose to share any of your User Content with other users of the Service, you agree to allow these users (i.e., the users you specify) to view your User Content and, to the extent applicable, collaborate with you and your User Content.

You understand that all User Content is the sole responsibility of the person from which such User Content originated. This means that you, not Arrangedly, are completely responsible for all User Content that you upload, post, transmit or in any other way make available via your Account. Arrangedly does not control the User Content posted via the Service and, as such, can not guarantee the accuracy, integrity or quality of such User Content.

You acknowledge that by using the Service, you could be exposed to User Content that is abhorrent, indecent or objectionable. Under no circumstances will Arrangedly be liable, in any way, for any User Content, including, but not limited to, for any errors, oversights, or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You accept that Arrangedly does not pre-screen User Content, but that Arrangedly and its designees shall have the right (but not the obligation) in their sole discretion to refuse, modify or remove any Content that is available via the Service. Without limiting the preceding, Arrangedly and its designees shall have the right to remove any User Content that violates the Agreement or is otherwise distasteful. You agree that you must assess, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such. In this regard, you accept that you may not reasonably rely on any Content created by or submitted to Arrangedly. You concur that Arrangedly may preserve User Content, and may also disclose User Content if required to do so by law, or in the good faith belief that such preservation or disclosure is necessary with in reason to:

(a) comply with legal process;
(b) enforce the Agreement;
(c) respond to claims that any Content violates the rights of third-parties;
(d) protect the rights, property, or personal safety of Arrangedly, its users and the public.

If Arrangedly discloses User Content to comply with legal process or to respond to claims that any User Content has violated the rights of third-parties, to the extent permitted by law, regulation or legal process, Arrangedly agrees to provide you with prompt notice of any such legal or governmental demands and to, within reason, cooperate with you in any effort to seek a protective order or to otherwise contest such required disclosures.

You understand that the technical processing and transmission of the Service, including your User Content, may involve (a) transmissions over various networks; and (b) changes to accommodate and adapt to technical requirements of connecting networks or devices. Should User Content be found or reported to be in violation with, but not limited to, the following terms, it will be in Arrangedly's sole discretion as to what action will be taken. You consent that you will not:

(a) upload, post, transmit, or in any other way make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, derogatory, libelous, invasive of another's privacy (up to, but not excluding any address, email, phone number, or any other personal contact information, without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
(b) upload, post, transmit, or in any other way make available any User Content that harms minors in any way;
(c) impersonate any person or entity, including, but not limited to, a Arrangedly official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service;
(e) upload, post transmit or in any other way make available any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post, transmit or in any other way make available any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
(g) upload, post, or transmit unsolicited commercial e-mail or "spam". This includes unethical marketing, advertising, or any other practice that is in any way connected with "spam", including but not limited to
(a) sending mass email to recipients who haven't requested email from you or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting your site by posting multiple identical submissions in public forums;
(h) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, corrupt or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) interfere with, interrupt, or disrupt the Service, servers, or networks connected to the Service, or disobey any requirements, prerequisites, procedures, policies or regulations of networks connected to said Service;
(j) intentionally or unintentionally violate any relevant local, state, national or international law, including, but not limited to, regulations declared by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(k) "stalk" or in any other way harass other users;
(l) promote or provide instructional information about illegal activities, promote physical harm, abuse, or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices.
(m) offer for sale or sell any item, good or service that (i) violates any relevant federal, state, or local law or regulation, (ii) anything you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (iii) anything Arrangedly determines, in its sole discretion, is inappropriate for sale through the Service provided by Arrangedly;
(n) use the Account website as a redirecting/forwarding service to any other website;
(o) exceed the scope of the Service that you have signed up for; for example, accessing, sharing, and using the tools that you do not have a right to use, or having humans share User logins, or deleting, adding to, or otherwise changing other people's comments or User Content as an Account holder. If any user is reported to be in violation with the letter or spirit of these terms and agreement, Arrangedly retains the right to terminate such accounts at any time without further warning.

GENERAL PRACTICES REGARDING USE AND STORAGE.

You agree that Arrangedly has no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Content and other communications as maintained by the Service. You agree that Arrangedly may establish general practices and limits concerning use of the Service, and may modify such practices and limits from time to time. Arrangedly retains the right to create limits on use and storage at our sole discretion, at any time, with or without notice. You agree that we reserve the right to log off users who have been inactive for an extended period of time.

You agree that you will not:

(a) upload, post, e-mail, or otherwise transmit any computer routines, files or programs designed to interrupt, corrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
(b) interfere with, interrupt, or disrupt our Service or networks connected to our website or through the use of our Service, or disobey any requirements, procedures, rules, policies or regulations of networks connected to our website or through the use of our Service, or otherwise interfere with our Service in any way, including through the use of JavaScript, ActiveX or any other coding;
(c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
(d) copy, reproduce, alter, change, modify, or publicly display any information displayed on the Service (except for your own User Content), or create derivative works from our website (other than from your User Content), to the extent that such action(s) would constitute copyright infringement or in any other way violate the intellectual property rights of Arrangedly or any other third party, except with the prior written consent of Arrangedly or the appropriate third party.

CONTENT OF THE SERVICE

Arrangedly takes no responsibility for any third-party Content or User Content (including without limitation, any viruses or other disabling features), nor does Arrangedly have any obligation to monitor such third-party Content. Arrangedly reserves the right at all times to remove, delete, or refuse to distribute any Content on the Service, such as Content which violates these Terms of Service. Arrangedly also reserves the right to access, read, preserve, and disclose any information if it has reasonable belief that such is necessary to (a) satisfy any relevant law, regulation, legal process or governmental request, (b) enforce these Terms of Service, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests/reports, or (e) protect the rights, property or safety of Arrangedly, its users, and the public. Arrangedly will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

If Arrangedly discloses such information to satisfy any relevant law, regulation, legal process or governmental request or to respond to user support requests, to the extent permitted by law, regulation or legal process, Arrangedly agrees to provide you with prompt notice of any such demand and to cooperate, within reason, with you in any effort to seek a protective order or otherwise to contest such required disclosure.

Your Arrangedly profile page is public. This includes your name and any activity that you have engaged in on (including without limitation any User Content that you have submitted to) public boards.

INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, you agree to comply with all relevant laws regarding the transmission of technical data exported from the United States or the country in which you reside.

NO RESALE OF THE SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the expressed permission by Arrangedly.

NO WARRANTIES OR REPRESENTATIONS BY Arrangedly LLC

You understand and acknowledge that the Service is provided "as is" and Arrangedly, its affiliates, suppliers, and resellers expressly disclaim all warranties of any kind, express or implied, including without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of your data on Arrangedly's servers. Arrangedly, its affiliates, suppliers and resellers make no warranty or representation regarding the results that may be obtained through the use of the Service, the security of the Service, or that the Service will meet any user's requirements. Use of the Service is at your sole risk. You will be solely responsible for any damage to you resulting from the use of the Service. The entire risk arising out of use, security, or performance of the Service remains with you. No oral or written information or advice given by Arrangedly or its authorized representatives shall create a warranty, or in any way, increase the scope of Arrangedly's obligations. Without limiting the preceding, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation the operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the preceding, Arrangedly, its affiliates, suppliers and Resellers specifically disclaim any expressed or implied warranty of fitness for such purposes.

INDEMNITY

You agree to indemnify, defend and hold harmless Arrangedly, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees as and when incurred) arising from your use of the Service, your use of your Account, your violation of these Terms of Service, or the infringement or violation by you or any other User of your Account, of any intellectual property relating to the Service (including without limitation your User Content), or other right of any person, individual, or entity.

MODIFICATIONS TO SERVICE

Arrangedly reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice, at any time. You agree that Arrangedly shall not be liable to you or to any third party for any modification, suspension, termination or discontinuance of the Service.

NO AGENCY

No agency, partnership, cooperative, joint venture, alliance, employee-employer, or franchiser-franchisee relationship between you and Arrangedly Software is intended, implied, or created by these Terms of Service.

LIMITATION OF LIABILITY

In no event will Arrangedly or its affiliates, suppliers or Resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other financial loss or damage) arising out of the use of, misuse of, or inability to use the Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if Arrangedly, its affiliates, suppliers or Resellers have been advised of the possibility of such damages. In any case, Arrangedly's, its affiliates', suppliers' and Resellers' maximum cumulative liability and your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by you for the Service (if any) in the previous twelve (12) month period.

WAIVER AND SEVERABILITY

Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as closely as possible the same economic effect of the original provision, and the remainder of this Agreement will remain in full force and effect.

STATUTE OF LIMITATIONS

You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of Arrangedly services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred from further service.

ENTIRE AGREEMENT/GENERAL PROVISIONS

This Agreement embodies the entire understanding, acknowledgment, and agreement between the parties respecting the subject matter of this Agreement, and supersedes any and all prior understandings, acknowledgments and agreements between the parties respecting such subject matter. Arrangedly may change the terms of this Agreement, at any time, by posting modified terms on its website. This Agreement has been prepared in the English Language and as such, this version shall be controlling in all respects, and any non-English version of this Agreement is solely for purposes of accommodation. Any and all rights and remedies of Arrangedly upon your breach or any other default under this Agreement will be deemed cumulative, and not exclusive of any other right or remedy conferred by this Agreement, or by law or equity on Arrangedly, and the exercise of any one remedy will not preclude the exercise of any other remedy. The captions and headings appearing in this Agreement are for reference only, and will not be considered in defining this Agreement. Notices to you may be made via either e-mail or standard postal service. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to you generally on the Service. All notices or other correspondence to Arrangedly under this Agreement must be sent to the following e-mail address: admin@Arrangedly.com