Terms of Service

LAST UPDATED: JANUARY 31, 2016

These Terms of Service (“Terms“) govern your use of the software, services and applications (our “Services”) provided by CI&T, Inc. (“CI&T”) through its product Smart Canvas (“Smart Canvas”). It also outlines our expectations with respect to your behavior when using our Services. Our Privacy Policy explains the way we collect and use your information. By using our Services you agree to be bound by these Terms and our Privacy Policy.

Since Smart Canvas requires that you register with an email governed by an organization or entity (“Organization”), by using our Services you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization.

If you become a paid subscriber to any of Smart Canvas’ premium Services, then your use of the Service will be governed by our Subscriber Agreement.

Your Content

Our Services allow you to create posts in the form of cards with associated information, text, tags, images, links and other information (together the “Content”) and to share that Content with others inside your Organization. You retain ownership of your Content, but by uploading it onto our Services, you are granting us a license to use, copy, reproduce, process, interpret, adapt, transmit, host and display that Content for the purpose of (i) providing you our Services and associated support; and (ii) analyzing and improving the operation of our Services.

We reserve the right to remove Content on our Services that violates these Terms or that we otherwise reasonably believe may create liability for Smart Canvas.

Content restrictions

You may not post any Content on our Services that:

What we expect from our users

Administrator access to your content

When you sign up for our Services, you associate an email address provided to you by a third party entity of which you are a part (such as yourname@youremployer.com) (an “Organization”) you hereby grant that Organization and its administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove Content that you have associated with the email address that includes their domain. You also acknowledge and understand that an Organization may restrict or terminate your access to Content associated with the email address that includes their domain.

Security

We use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.

Termination

You are free to stop using our Services at any time. We also reserve the right to suspend or end our Services at any time at our discretion and without notice. We may also terminate or suspend your access to our Services at any time if you are not complying with these Terms or if you are using the Service in a manner that we believe may cause us financial or legal liability.

Your use of our Software


As part of our Services, we provide downloadable client software (the “Software”) for your use in connection with our Services. As long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Smart Canvas and you, Smart Canvas retains all right, title and interest in the Software. If you are using our API to develop an application based on our Services, you will be subject to our specific
API Terms.

Our intellectual property rights

Our Services (excluding Content provided by our users) constitutes Smart Canvas’ intellectual property and will remain the exclusive property of Smart Canvas and its licensors. Any feedback, comments, or suggestions you may provide regarding our Services and Software is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Copyright

Smart Canvas respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged copyright infringement if they comply with the law, and such notices are reported to copyright@smartcanvas.com with the following information:

Services updates

Our Services may be updated from time to time, often without prior notice to you. Your continued use of our Services constitutes your acceptance of such updates. If you are not satisfied with a modification we make to our Services, your best action is to terminate your use of our Services.

Indemnification

You agree to defend, indemnify and hold harmless Smart Canvas and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to our Services or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CI&T IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF OUR SERVICES OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE (E.G., ANY THIRD PARTY APPLICATION DEVELOPED USING SMART CANVAS’ API).

Our Services are controlled, operated and hosted from within the U.S. We make no representations that our Services are appropriate or available for use in other locations. Those who access or use our Services from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CI&T BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TERMS.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, CI&Ts LIABILITY WILL BE DEFINED BY ARBITRATION OR JUDICIAL PROCEEDINGS.

Dispute Resolution

Informal efforts

You agree that prior to filing any claim against CI&T relating to or arising out of these Terms you will first contact us at dispute-notice@smartcanvas.com to provide us with an effort to resolve the issue in an informal manner.

Arbitration

If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”).

Arbitration Procedures and Fees

The AAA will administer arbitration proceedings under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Arbitration will be held in the United States county where you live or work, in Philadelphia, PA, or in any other location we agree to. The AAA rules will govern payment of all arbitration fees. Smart Canvas will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. CI&T will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to Agreement to Arbitrate

Either you or CI&T may assert a claim, if it qualifies, in small claims court in Philadelphia, PA or any United States county where you live or work. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process.

No Class Actions

ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

Judicial Forum

In the event that the agreement to arbitrate is found not to apply to your claim, then you and CI&T agree that any judicial proceedings will be brought in the federal or state courts in Philadelphia, PA and both parties consent to venue and personal jurisdiction there.

Governing Law

These Terms will be governed by the laws of the State of Pennsylvania, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Data Transfer

In connection with providing you our Services, Smart Canvas may transfer, store and process your Content in the U.S. or in any other country in which Smart Canvas or its agents maintain facilities. By using the Service you consent to this transfer, processing and storage of your Content.

Entire agreement; Severability; Waiver

These Terms constitute the entire agreement between you and Smart Canvas concerning our Services replacing any prior or contemporaneous agreements, terms or conditions applicable to your use of our Services. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Smart Canvas’ failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.

Assignment

You may not assign these Terms without the prior written consent of Smart Canvas, except, if you are a company or other legal entity, you may assign these Terms in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to Smart Canvas. Smart Canvas may assign or transfer these Terms, in whole or in part, without restriction.

Notices

We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Services updates or changes, via email or via our blog, which is located at the URL smartcanvas.tumblr.com.