Last Updated March 23, 2017
Welcome to Totem! Totem offers you certain website design, creation and hosting services (collectively, the “Services”) in connection with the website and associated domains and sub-domains of https://www.totemapp.com (the “Site”).
These Terms of Service (these “Terms”) together with the Totem pricing page (collectively, the “Agreement”) create a legally binding agreement between Socks For Robots, LLC, a Texas limited liability company (“us,” or “we”) and you, as an individual or on behalf of your organization (“you”), regarding our provision of the Services to you and explains your and our respective rights and obligations relating thereto. Please read these Totem Terms of Service these “Terms”) carefully and save a copy for your records. These Terms contain important information regarding limitations of our liability, your indemnification obligations, and the law governing, and dispute resolution procedures related to, the services.
To Start Receiving the Services You Must Accept These Terms
Your rights and our obligations with respect to the Services are expressly conditioned on your acceptance of these Terms.
When you click “GET STARTED” to sign up for the Service, or by using the Service, you agree, as of such date (the “Effective Date”) on behalf of yourself and, if applicable, your organization, to be bound by these Terms and represent and warrant to us that you:
- have the power and authority to enter into the Agreement on behalf of your organization;
- are at least 18 years of age;
- are not named on any U.S. government list of persons or entities prohibited from receiving exports; and
- are not a resident of, or otherwise domiciled in, any countries set forth on the State Sponsored Terrorism List promulgated by the United States Government (which currently includes Iran, Sudan and Syria).
A Little More Information On the Services
Our goal is to build, implement and host a web page on your behalf (a “Press Page”) that will make a great impression on press by offering relevant information through a responsive and personalized design. Our concierge team will work with you through the initial design process to create a Press Page tailored to your company, and will coordinate any updates and changes to the Press Page you may request.
The First Step Towards Your Press Page is Creating a Totem Account
For us to successfully provide you the Services, you must create and maintain a Totem account (“Account”) so that we have the information and communication channels we need. To create an Account, we will need, at a minimum:
- the first and last name of the individual creating the Account;
- a valid email address, which the individual creating the Account has the right to access and use;
- the name of your company; and
- a valid credit card number which the individual creating the Account has the right to use (collectively, and together with any other information you may provide us in creating your Account, “Account Information”).
By providing us Account Information, you acknowledge and agree that we may use such information to communicate with you about the Services and other available commercial offerings. We and our partners may send you commercial email messages which you may or may not have the ability to opt-out of. To stop receiving messages from us, you must cancel your subscription and terminate your Account.
When you provide us Account Information, you represent and warrant that it is complete, true, current and accurate, and you agree that if a change occurs and such Account Information is no longer complete, true, current or accurate, you will, promptly update your Account to reflect such change.
You Give Us the Content, We’ll Build and Manage the Site
For us to build, maintain and update the Press Page, you must provide us with certain information and content relating to your business (collectively, “Page Content”) which can include images, photos, videos, links, copy, business plans, financial information, and other works of authorship and information. We do not claim any ownership rights in the Page Content; however, by providing us Page Content for the Press Page, you grant us a worldwide right and license to use that Page Content in providing the Services — such as by making copies and modifying it for display on the Press Page — that we may transfer or sublicense to third parties, such as web hosts, who help us provide you the Services.
We may request comments, suggestions, and other feedback regarding the Service from you that are not Page Content (“Feedback”). If you provide Feedback, you agree and understand that we will be free to use such Feedback for any purpose.
It is important to us that the Services are not used for harmful or illegal purposes, and our provision of the Services is conditioned on, and you represent and warrant, the following:
- you own or otherwise have all necessary rights, including, without limitation, intellectual property, proprietary, privacy and publicity rights, and consents in the Page Content you provide us such that our provision of the Services will not infringe, dilute, misappropriate or otherwise violate the rights of any person or entity; and
- the Page Content will not contain any harassing, threatening, obscene, pornographic, abusive, defamatory, offensive, or illegal content.
While we have no obligation to independently verify your rights in, or the content of, Page Content, we may refuse to publish any Page Content to the Press Page, and may remove any Page Content contained on the Press Page, in each case, in our sole discretion.
It is your sole responsibility to backup your page content and account information. You may not have access to your Page Content and Account Information when these Terms expire or are terminated.
We Will Keep Customer’s Non-Public Information Confidential and Secure
We recognize that some Page Content you provide us may be sensitive, and that publishing or sharing such Page Content before it is appropriate could negatively impact your business (“Nonpublic Information”). Maintaining the confidentiality of your Nonpublic Information is a responsibility we take seriously — we will not use or Nonpublic Information or your Account Information except as necessary to provide the Services or as otherwise authorized by you. Until the Press Page is published, we will not allow access to the Page Content on it, including to search engine indexers.
We Retain Ownership of Our Platform and Code and Intellectual Property
We utilize our proprietary software platform (the “Totem Platform”) to build, maintain and update web pages, including the Press Page. We reserve all rights in and to the Totem Platform and the Press Page, and, except as otherwise expressly stated in these Terms, nothing in this Agreement confers any intellectual property rights to you, whether by estoppel, implication or otherwise.
Additionally, “Totem” and all associated logos displayed within the Services are our trademarks (unless otherwise noted).
There Are a Few Important Rules and Restrictions In Using the Services
We respect our customers’ property and expect our customers to respect ours. That is why you must not store, copy, transmit, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Totem Platform, the Press Page, or any part thereof. If for some reason these restrictions are prohibited by applicable law or by an agreement we have with one of our licensors, then the activities are permitted only to the extent necessary to comply with such law or license(s).
Likewise, we respect our customers’ businesses and expect our customers to respect ours. As such, the Services are personal to you and exploiting the Services in any authorized way, such as by renting, leasing, lending, selling, redistributing, reproducing or sublicensing the Service is strictly forbidden.
Our Concierge Team Will Provide Support and Maintenance
Our concierge team will provide a commercially reasonable amount of email and online support regarding the Press Page and Page Content. During scheduled system maintenance, the Press Page and/or access to your Account may be unavailable. Sometimes emergency maintenance may be required in the event of system failure. We make no guarantees about uptime.
There are Some Limitations to The Services
The Services or some aspects thereof may not be available in all languages or in all countries. We make no representation that the Services, the Totem Platform or the Press Page are available or permitted in any particular location. Use of the Services is void where prohibited. You use the Services at your own initiative and are responsible for compliance with all applicable laws. We may also impose limits on the use or access to the Services, Totem Platform and/or Press Page as required by law.
Similarly, to enjoy certain third party offerings as part of the Services, certain third party terms (each, “Third Party Terms”) may apply. Third Party Terms will be presented for review and acceptance at the time that Customer undertakes such activity within the Service, and any such Third Party Terms shall constitute an agreement between Customer and such third party. We are not responsible for such third party offerings.
Our Services Come at A Cost
While we reserve the right offer the Services at no cost to you on a trial or other basis, unless we agree otherwise, our provision of the Services to you is conditioned on your payment of our subscription fees (“Fees”) as set forth on the Totem pricing page.
Unless otherwise stated on the Totem pricing page, the Fees are payable each month, in advance and you hereby authorize us to charge the credit card — or other electronic payment method — associated with your Account. All Fees are due and payable in U.S. dollars, are non-refundable and are exclusive of applicable sales, excise, use or similar taxes. If payment is not made on the respective due date, Totem may charge you a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law.
The Service is Provided Month-to-Month, But You Can Cancel at Anytime
The Agreement and our provision of the Services will begin on the Effective Date and, unless earlier terminated or cancelled, will continue for one month and automatically renew on a month-to-month basis.
We understand situations change and you may no longer need the Services in the future. You may cancel your subscription to the Service at any time by emailing firstname.lastname@example.org. Cancellation and termination of the Agreement will be effective upon the expiration of the then-current monthly term.
The rules, restrictions and obligations in these Terms are in place to protect our rights and the rights of third parties. Should we become aware that you are in violation of any term or condition of these Terms, in addition to any other recourse we may have, we may suspend or terminate your Account, our provision of the Services and the Agreement.
Upon termination of the Agreement for any reason: (i) you shall discontinue all use of the Services, and (ii) the Press Page will be taken down in its entirety. The terms and conditions of the Agreement regarding indemnification, limitation of liability, payment, dispute resolution and all others that by their sense and context are intended to survive the expiration of the Agreement will survive.
You Are Responsible for Repaying Us for Certain Losses
If we are threatened with or subject to any legal action or proceeding relating to any claim that our use of the Account Information or Page Content in connection with our provision of the Services infringes, dilutes, misappropriates or otherwise violates the intellectual property, proprietary, publicity and/or privacy rights of any person, you must defend and hold us, our affiliates, agents and employees harmless from such claims and indemnify us for all damages, liabilities, costs and expenses related to any such claims that we incur.
We Disclaim All Warranties Not Explicitly Given in These Terms
EXCEPT AS EXPRESSLY STATED HEREIN, WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SERVICES, THE PRESS PAGE OR THE TOTEM PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES, THE PRESS PAGE AND THE TOTEM PLATFORM ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
We Are Not Liable for Indirect Damages or for More Than We Receive
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, TOTEM PLATFORM OR PRESS PAGE HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE OR OUR AFFILIATES HAVE LIABILITY TO CUSTOMER FOR DAMAGES IN EXCESS OF THE GREATER OF THE AMOUNT OF TWENTY-FIVE DOLLARS ($25) OR THE AMOUNT CUSTOMER PAID FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
We Are Not Responsible for Things We Cannot Control
We are neither responsible nor liable for any delays or failures in performance from any cause beyond our control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions or acts of hackers, internet service providers or any other third party, or your acts or omissions.
Without limiting the generality of the foregoing the Totem Platform, the Press Page and the Services rely on third party technology and services, such as web hosting services. Any change to the products or services offered by any of these third party providers may materially and adversely effect, or entirely disable, your use of or access to the Totem Platform and/or Press Page. Likewise, notwithstanding our confidentiality obligations, we cannot guarantee that any Page Content or Account Information hosted on a third party server will remain secure. You hereby acknowledges that we cannot offer any additional or modified security procedures other than those put in place by our hosting service provider(s); however, we shall provide you with information regarding the hosting service provider’s security practices upon request made here.
The Agreement is Governed by the Laws of the State of Texas
To the maximum extent permitted by law, this Agreement, and all disputes or claims in connection with this Agreement (whether arising in contract, tort or otherwise) are governed by the laws of the State of Texas and the United States of America, and the parties hereby consent to Travis County, Texas being the exclusive jurisdiction and venue of courts for all disputes or claims in connection with this Agreement.
Assigning the Agreement
You may not assign the Agreement or any license set forth herein, in whole or in part, without our prior written consent. We may assign the Agreement (including, for the avoidance of doubt, any rights to Page Content or Account Information we may have) without your consent, to our affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this section shall be null and void. The Agreement shall be binding on all permitted assignees.
General Terms of the Agreement
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Totem as a result of this Agreement or use of the Services. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, other than as provided herein.
This Agreement constitutes the entire and fully integrated agreement between the parties regarding use of or access to the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.