Modifications to the Terms of Service
OfficeNinjas, in its sole and absolute discretion, may make changes or modifications to the Site, the App, or to this Agreement (including any policies or agreements which are incorporated by reference herein) at any time and without prior notice to you, and such changes or modifications shall be effective immediately upon posting to this Site. You acknowledge and agree that (i) OfficeNinjas may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site, the App or the Services after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. In addition, OfficeNinjas may occasionally notify you of upcoming changes or modifications to this Agreement by email. We therefore recommend that you keep your account information including, but not limited to, your email address, current.
This Site, the App and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Site, the App or the Services, you represent and warrant that you are at least eighteen (18) years of age.
If you are visiting this Site or the App from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your registration or Personal information, as described below) across international boundaries. By visiting this Site or the App and communicating electronically with us, you consent to such transfers.
Your Use of the Site, the App and the Services
OfficeNinjas’ community, like any community, functions best when its Users follow a few simple rules. By accessing and/or using the Site, the App or any Services, you agree to comply with these community guidelines (the “Community Guidelines”) and that: Your use of the Site, the App and the Services including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations; you will not impersonate another User or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, nor will you collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent; you will not use this Site, the App or the Services in a manner (as determined by OfficeNinjas in its sole and absolute discretion) that is illegal, infringing, defamatory, harassing, or abusive, that violates the privacy or publicity rights of another User or any other third party, or that is otherwise objectionable;. you will not use this Site, the App or the Services for hate speech, hate crimes or violence; You will not use this Site, the App or the Services to send spam or other unsolicited bulk email, for computer or network hacking or cracking, or to transmit any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality or security of the Site, the App or the Services; you will not copy or distribute in any medium any part of the Site, the App or the Services, except where expressly authorized by OfficeNinjas; you will not access OfficeNinjas Content or User Content (as those terms are defined below) through any technology or means other than through this Site or App itself, or as OfficeNinjas may designate; you will not use this Site, the App or the Services, including any of OfficeNinjas’ related technologies, for any commercial use without OfficeNinjas’ express prior written consent; and you will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
OfficeNinjas reserves the right to modify, change, or discontinue any aspect of this Site, the App or the Services at any time.
The content on this Site, the App and the Services including without limitation the text (such as the articles found on our blog or in our daily newsletter), software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“OfficeNinjas Content”), are owned by or licensed to OfficeNinjas in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. OfficeNinjas Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of OfficeNinjas. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. OfficeNinjas reserves all rights not expressly granted in and to OfficeNinjas Content, this Site, the App and the Services, and this Agreement does not transfer ownership of any of these rights.
If you violate any part of this Agreement, your permission to access and/or use OfficeNinjas Content and the Site, the App or the Services automatically terminates and you must immediately destroy any copies you have made of OfficeNinjas Content.
The trademarks, service marks, and logos of OfficeNinjas (“OfficeNinjas Trademarks”) used and displayed on the Site, the App, or the Services are registered and unregistered trademarks or service marks of OfficeNinjas. Other company, product, and service names located on the Site, the App, or the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with OfficeNinjas Trademarks, the “Trademarks”). Nothing on the Site, the App, or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of OfficeNinjas Trademarks inures to our benefit.
The Site, the App, and the Services have been specially designed to present OfficeNinjas Content in a unique format and appearance. We are concerned about the integrity of OfficeNinjas Content when it is viewed in a setting created by a third party that includes advertising or other materials that we have not authorized to be displayed with our content. Elements of the Site, the App, and the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. Neither you nor any third party shall make use of OfficeNinjas Content in any manner that constitutes an infringement of our rights, including copyright, or that has not been authorized by us.
Our Use of User Content
Some of the features of this Site, the App or the Services, or on any Beta Features, may allow Users to view, post, publish or share their ideas, opinions, preferences or feedback (e.g., through a “like” or “comment” function) relating to OfficeNinjas’ news articles or current events (“On-Site User Content”). We may also make available interactive services through third-party websites and third party social media platforms (“Third Party Platforms”) (e.g., OfficeNinjas-designated hashtags, including #OfficeNinjas, #AdminBash, #AdminWeek, #NinjaLife, and comment or posting sections on OfficeNinjas-related pages hosted on third party social media platforms) pursuant to which Users can post associated content (“Off-Site User Content,” together with On-Site User Content, “User Content”). By posting or publishing User Content to this Site, the App or to the Services, or on any Beta Features or to Third Party Platforms, you represent and warrant to OfficeNinjas that: (i) you have all necessary rights to distribute User Content, either because you are the sole author and owner of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content; and (ii) you do not violate the rights of any third party. You shall be solely responsible for any and all of your User Content and the consequences of, and requirements for, distributing it.
OfficeNinjas has no obligation, either express or implied, to treat your User Content as confidential, to develop or use your User Content and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Content. You acknowledge and agree that OfficeNinjas may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.
If you post or publish your User Content to this Site, the App, any Beta Features or to Third Party Platforms, you authorize OfficeNinjas to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site, the App, any Beta Features, the Third Party Platforms and this Agreement. Accordingly, you hereby grant OfficeNinjas a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, the App, the Third Party Platforms and OfficeNinjas’ business, including without limitation for any Beta Features, promoting and redistributing all or part of this Site or the App in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party.
Our Monitoring of User Content
OfficeNinjas reserves the right, but has no obligation, to pre-screen User Content and decide whether any item of User Content is appropriate and/or complies with this Agreement. OfficeNinjas may remove any item of User Content (in the case of Off-Site User Content, remove any repost or publication of such Off-Site User Content from a Third Party Platform, the Site or the App) and/or terminate a User’s access to this Site, the App or the Services for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by OfficeNinjas in its sole and absolute discretion), at any time and without prior notice. If OfficeNinjas terminates your access to this Site, the App or the Services OfficeNinjas may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.
OfficeNinjas has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). It is OfficeNinjas’ policy to (a) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers or Users; and (b) remove and discontinue service to repeat offenders.
Written Notification. If you believe that your content has been copied in a way that constitutes copyright infringement, please notify our Copyright Agent by emailing us at [email protected] OfficeNinjas will respond to notices of alleged infringement regarding third party material sent pursuant to and in accordance with the DMCA, which may include OfficeNinjas removing or disabling access to Third Party material claimed to be the subject of infringement or other activity. All notices sent to OfficeNinjas regarding matters other than informing OfficeNinjas that a party’s copyrighted material may have been infringed as a result of third party materials will not receive a response through this process. In order to be effective, your infringement notification must include the following: (a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that website; (c) Identification of the material (i.e., the third party materials) that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit OfficeNinjas to locate the material; (d) Information reasonably sufficient to permit OfficeNinjas to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; (e) A statement, as follows: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”; and- A statement, as follows: “The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
Upon receipt of a valid written notification containing the information as outlined above, OfficeNinjas shall, (1) remove or disable access to the Third Party Content that is alleged to be infringing; (2) forward the written notification to the alleged infringer (the “Subscriber”); (3) take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the Third Party Content.
Counter Notification. If you believe that your work has been removed or disabled by mistake or misidentification, please notify our Copyright Agent by emailing us at [email protected] To be effective, a Counter Notification must be a written communication that includes substantially the following: (a) A physical or electronic signature of the User; (b) 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; (c) A statement, as follows: “I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled”; (d) The User’s name, address, and telephone number, and a statement that the User consents to the jurisdiction of Federal District Court for the judicial district in which the User’s address is located, or if the User’s address is outside of the United States, for any judicial district in which OfficeNinjas may be found, and that the User will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a valid Counter Notification containing the information as outlined above, the DMCA provides that the removed material will be restored or access re-enabled and OfficeNinjas will comply with this requirement within a reasonable time (or as otherwise required by law), provided OfficeNinjas’ Copyright Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain User from engaging in infringing activity relating to the material on OfficeNinjas’ network or system.
Links to Third-Party Websites
This Site, the App and the Services may contain links to third-party websites that are not owned or controlled by OfficeNinjas. These links are provided solely as a convenience to you and do not constitute an endorsement by OfficeNinjas of the content on such websites nor of the business practices of those operating those websites. OfficeNinjas has no control over and assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, OfficeNinjas does not censor or edit the content of any third-party websites. By using this Site, the App or the Services, you expressly release OfficeNinjas from any and all liability arising from your use of any third-party website. Accordingly, OfficeNinjas encourages you to be aware when you leave this Site, the App or the Services and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.
To the maximum extent permitted by law, you agree to indemnify and hold harmless OfficeNinjas, its and affiliates, and their directors, officers, managers, employees, shareholders, agents, and licensors, from and against all claims, demands, disputes, losses, expenses, damages, and costs, including reasonable attorneys’ fees, arising out of or in relation to your breach of these Terms or your misuse of the Site, the App, the Services, or OfficeNinjas Content. OfficeNinjas reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.
Disclaimer of Warranties and Limitation of Liability
Your access to and use of these Services is at your sole risk. If you are dissatisfied with any of the materials contained on the Site or in the Services, or with any of these Terms, your sole and exclusive remedy is to discontinue accessing and using the Site and/or Services.
THE SERVICES ARE AVAILABLE “AS IS.” OFFICENINJAS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE NEWS, INFORMATION, OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICES. WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES OR ANY INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE SERVICES. WE DO NOT PROVIDE OR AUTHORIZE THE PROVISION OF MEDICAL, LEGAL, OR OTHER PROFESSIONAL ADVICE THROUGH THE SERVICES, AND SO WE DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF MEDICAL, LEGAL, OR OTHER PROFESSIONAL INFORMATION THAT IS CONTAINED WITHIN THE SERVICES; RATHER THAN RELYING ON THIS INFORMATION, YOU SHOULD SEEK ADVICE FROM A QUALIFIED PROFESSIONAL. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING, NOR DO WE ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED, OR DISTRIBUTED IN THE SERVICES OR AVAILABLE THROUGH LINKS IN THE SERVICES. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES. ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES, WORMS, “TROJAN HORSES,” OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICES, WE DO NOT GUARANTEE OR WARRANT THAT THE SERVICES OR MATERIALS THAT MAY BE DOWNLOADED FROM THE SERVICES DO NOT CONTAIN SUCH DESTRUCTIVE FEATURES. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES. IF YOU RELY ON THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK.
OfficeNinjas, its affiliates, and their directors, officers, managers, employees, shareholders, agents, and licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including lost revenues or profits, loss of business, or loss of data, in any way related to the Services or for any claim, loss, or injury based on errors, omissions, interruptions, or other inaccuracies in the Services (including without limitation as a result of breach of any warranty or other term provided in these Terms). Any claim against us shall be limited to the amount you paid, if any, for use of the Services.
Limitation of Liability in Certain States
CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD PARTY CONTENT PROVIDERS AND OUR AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, for which action may be taken in any court of competent jurisdiction, in the County of Alameda, in the State of California, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) to waive the right to trial by jury in any such action or proceeding that takes place relating to or arising out of this Agreement, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by binding arbitration governed by the Federal Arbitration Act and in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Services (“JAMS”) then in force. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH DISPUTE IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. The arbitration hearings and all meetings pursuant to this section shall be held in Alameda County, in the State of California. If the parties cannot agree upon a single arbitrator within twenty (20) calendar days after demand by either of them, each party shall select one arbitrator knowledgeable about Internet commerce in California, and notify the other of its selection, and such two arbitrators shall select a third from a list of arbitrators (with knowledge of the Internet industry) qualified by JAMS in California. If this procedure for selecting arbitrators fails, then a neutral arbitrator based in California with knowledge of Internet commerce in California State shall be selected by JAMS to resolve the dispute. The arbitrator(s) shall conduct a hearing within sixty (60) days after their selection. A majority of the arbitrators (if there is more than one pursuant to this clause) shall determine the decision/award, which shall be rendered within ten (10) days after the completion of the hearing. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys’ fees or arbitrators’ fees under this section.
Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT Any controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party, unless agreed to by OfficeNinjas at ITS sole discretion.
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. This section and the sections entitled Beta Features, Intellectual Property, Indemnity, Disclaimer of Warranties and Limitation of Liability, Binding Arbitration and Class Action Waiver shall survive the termination of this Agreement. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement contains the entire agreement of the parties concerning the subject matter, and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.
If you have any questions about this Agreement, please contact us via email at [email protected] or regular mail at: OfficeNinjas, Attn: Legal, 1758 12th Street, Oakland, CA 94607.
Last Revised: March 1, 2019