Terms of Service (TOS) | Freedcamp
Effective: November 9, 2016
1. Acceptance of Terms.
1.2 If Users are entering into this TOS on behalf of a company or other legal entity, Users represent that Users have the authority to bind such entity and its affiliates to this TOS. In that case, the terms “Users” will also refer to such entity as applicable. If Users do not have such authority, or if User does not agree with this TOS, Users may not use the Service. Users acknowledge that this TOS is a contract between Users and Freedcamp, even though it is electronic and is not physically signed by Users and Freedcamp, and it governs your use of the Service.
1.3 Freedcamp reserves the right to change our TOS as our business evolve. Freedcamp will notify Users of any material change within a reasonable time frame via email, blog or on our Site. Users can review the most current version of the TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if Users use the Service after that date, Users will agree to accept revised terms. If any change to this TOS is not acceptable to Users, please do not use our Service.
1.4 Users are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of other project Users.
1.5 Primary Users (account owners) are solely responsible for informing members of the applicable company policies, obtaining any legally required member consent to such policies, and for ensuring that all uses of the Services comply with applicable federal, state and/or international privacy laws, including but not limited to, the Electronic Communications Privacy Act, 18 U.S.C. § 2510 et seq.
1.6 By using our Services, Users affirm that you are at least 18 years of age (or legal age of local residence). Users represent that you are fully understand and are in compliance with the terms and conditions in this TOS. Do not use our Service if you are under the age of 13, unless you have parental or guardian permission. If we become aware that you are using the Service even though you are under 13, we will deactivate your account.
2. Description of Service.
Freedcamp provides an online collaboration tool (the “Service) that allows multiple users to coordinate on projects, tasks and other endeavors by providing the adequate tools to do so. The type and number of tools and services will depend on which Paid Plan User is on. Freedcamp reserves the right to make updates or modification to its Service from time to time. If Freedcamp determines any modification may result in reduction in the Services’ functionality or features, Freedcamp will notify all users via email in advance.
The “Service” does not include User Data (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service, whether or not Freedcamp designates them as “official integrations”. Any modifications and new features added to the Service are also subject to this TOS. Freedcamp reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Freedcamp.
3. Access and Use of the Service.
3.1 You may only use the Service for lawful, authorized purposes and you may not misuse the Service in any way. See Section 6 for specific prohibited uses of the Service. Users shall promptly notify Freedcamp if you learn of a security breach related to the Service.
3.2 Any software that may be made available by or on behalf of Freedcamp in connection with the Service, including Freedcamp’s mobile applications, (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Freedcamp only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved.
3.3 Freedcamp reserves the right to use User name and company as a reference on our site for marketing and promotional purposes. Freedcamp may also use User name and company to promote to potential clients. For example, we might list your company on one of our webpages under lists of Freedcamp customers. If you do not wish to be used as a reference, please contact email@example.com stating that you do not wish to be used as a reference.
4. User Data Rights and Related Responsibilities.
4.1 "User Data" means any data and content uploaded, post, or made available via the Services by Users. "User Data" includes uploaded files, all contents within uploaded files, profile information and anything else you enter or upload into the Service. Freedcamp will make commercially reasonable efforts to ensure that all facilities used to store and process User Data meet a high standard for security.
4.2 In order for us to provide the Service to you, we require certain rights with respect to User Data. For example, we need to be able to transmit, store and copy User Data in order to display it to other project members, to index it so you are able to search it, to make backups to prevent data loss, etc. Acceptance of this TOS gives Freedcamp the permission to do so and grants Freedcamp any such rights necessary to provide the service to all Users. This also includes allowing us to use third-party service providers (such as Amazon Web Services, Linode, SendGrid) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.
4.3 If any users send us any feedback or suggestions regarding the Service, you grant Freedcamp all rights to use such feedback or suggestions for any purpose without any obligation to you.
4.4 Users are solely responsible for the content of User Data, and all communications while using the Services. Freedcamp is not responsible for the accuracy, appropriateness, or legality of User Data or any other information Users and project members may be able to access using the Services. The Services provide features that allow Users to share User Data and other materials with others or to make it public. Please think carefully what is shared or made public.
5.1 If Users select a Paid Plan, User must provide your current and accurate billing data. A valid Credit Card and Billing information is required to complete the purchase. All payments will be charged in US Dollars. By subscribing to the Monthly Subscription, Users are authorizing Freedcamp to charge their Credit Card during Users’ billing cycle. Paid Plan users will be charged based on the plan pricing and number of Active Users during that month as explained above. User can update their billing information under their Freedcamp Account or visit https://freedcamp.com/manage/account#subscriptions-billing to update Credit Card information. User agree that failure to update billing information will result in continuing to charge the payment method on file.You agree to pay Freedcamp in accordance with the terms set forth on the Site and this TOS, and you authorize Freedcamp or its third-party payment processors to bill your payment instrument in advance on a periodic basis in accordance with such terms.
5.2 If you dispute any charges you must let Freedcamp know within sixty (60) days after the date that Freedcamp invoices you. Post 60 days all amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for any of our Paid Plans, Freedcamp will provide notice of the change on the Site and via email. Users’ continued use of the Service after the price change goes into effect constitutes Users’ agreement to pay the changed amount.
6. User Responsibilities
Users also agree not to:
a. upload, post, transmit, or otherwise make available any of User Data that is unlawful or illegal, libelous, or invasive of another's privacy;
b. use the Service to harm minors in any way;
c. impersonate any person or entity, including, but not limited to, a Freedcamp employee or other Member, or misrepresent your affiliation with a person or entity;
d. manipulate identifiers in order to disguise the origin of any of User Data;
e. upload, post, transmit, or otherwise make available any User Data that you do not have a right to under any law or under contractual or fiduciary relationships;
f. upload, post, transmit or otherwise make available any of User Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
g. use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
h. interfere with or disrupt the Service or servers or networks connected to the Service;
i. modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
j. intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service, including
k. use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
l. use the Service to engage in any unlawful or illegal activities; and/or
m. collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.
You acknowledge that Freedcamp and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of User Data that is available via the Service.
Without limiting the foregoing, Freedcamp and its designees shall have the right to remove any User Data that violates this TOS. Users must carefully evaluate all risk with the use of User Data, including any reliance on the accuracy, completeness, or usefulness of User Data.
You acknowledge, consent and agree that Freedcamp may access, preserve and disclose your account information and User Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any of User Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Freedcamp, its users and the public. =
7.1 This TOS will continue in full effect unless and until your User Account or this TOS is terminated as described herein. Service plans that are paid monthly will automatically renew for additional months. You have the right to deactivate your account at any time by accessing your Account information on the Site.
7.2 Freedcamp reserve the right to deactivate and delete your account if Freedcamp determines that Users have violated rules and conditions as stated in this TOS.
7.3 Data in expired subscriptions for Applications will not be deleted. Data backups, if included into your plan, has a retention policy of 90 days. Freedcamp will notify a User if no activity in last 90 days. If a User will not login to reactivate Freedcamp will delete an account and associated data. Freedcamp will also only store data from deleted projects and associated files up to 90 days.
7.4 All accrued rights to payment and the terms of Section 5 and Sections 8 through 20 shall survive termination of this TOS.
8. Disclaimer of Warranties.
8.1 The service may at times undo scheduled or emergency maintenance due to updates or other causes beyond our control. Freedcamp will make every reasonable effort to provide advance notice of any Service disruption.
User understand that User Data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while Freedcamp will make every effort to ensure that informations provided to third party vendors and hosting partners are transmitted securely, Freedcamp cannot guarantee that these transmissions will be encrypted. Users acknowledge that Users bear sole responsibility for adequate security, protection and backup of User Data. Freedcamp is not liable for any unauthorized access or use of any of User Data, or any corruption, deletion, destruction or loss of any of User Data.
8.2 THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND FREEDCAMP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USERS ACKNOWLEDGE THAT FREEDCAMP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM FREEDCAMP OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
9. Limitation of Liability.
9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL FREEDCAMP BE LIABLE TO USERS 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 FREEDCAMP 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 TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
9.2 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, FREEDCAMP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Dispute Resolution/Arbitration.
Please read carefully:
In order to expedite and control the cost of disputes, Users and Freedcamp agree that any legal or equitable claim arising out of or relating in any way to Users’ use of the Services or this TOS will be resolved as follows:
10.1 Informal Resolution. We will first try to resolve any Claim informally. Both parties may not start a formal proceeding for at least 30 days after an official notice of the Claim in writing. Notice of the Claim will include a written statement that includes the name, address, and the party’s contact information, the facts giving rise to the dispute, claim, or controversy and the relief requested. You will send your notice by email to firstname.lastname@example.org AND to the address listed directly below
3066 Foothill Rd
Santa Barbara, CA 93105
10.2 Formal Resolution. If we cannot resolve a Claim informally, any asserted Claim will be resolved only by binding arbitration and not in courts of general jurisdiction. The arbitration will be conducted under the rules of JAMS that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”) and under the rules set forth in this TOS. If there is a conflict between JAMS Rules and the rules set forth in this TOS, the rules set forth in this TOS will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.
10.3 If you are an individual User and decide to initiate arbitration on your own behalf as a living person, Freedcamp agrees to reimburse your arbitration initiation fee, and any additional deposit required by JAMS to initiate your arbitration. We also agree to pay the costs of the arbitration proceeding. Other fees, such as attorney’s fees and expenses of travel to the arbitration, will be paid in accordance with JAMS Rules. The arbitration will be held at a location in your hometown area unless you and we both agree to another location or telephonic arbitration. To start an arbitration, you or we must do the following things:
(1) Write a Demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at http://www.jamsadr.com.
(2) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to:
500 North State College Blvd., Suite 600
Orange, CA 92868
(3) Send one copy of the demand for arbitration to us at the U.S. mailing address noted above.
10.4 If user initiates an arbitration on behalf of the company or legal entity User is representing, User will be required to pay the arbitration initiation fee as well as any additional deposit required by JAMS. User also agree to pay the costs of the arbitration proceeding. Other fees, such as attorney’s fees and expenses of travel to the arbitration, will be paid in accordance with JAMS Rules. The arbitration will be held at a location in your hometown area unless you and we both agree to another location or telephonic arbitration. To start an arbitration, User or Freedcamp must do the following things:
(1) Write a Demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at http://www.jamsadr.com
(2) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to:
500 North State College Blvd., Suite 600
Orange, CA 92868
(3) Send one copy of the demand for arbitration to us at the U.S. mailing address noted above.
10.5 Special Rules. In the arbitration proceeding, the arbitrator has no authority to make errors of law, and any award may be challenged if the arbitrator does so. Otherwise, the arbitrator’s decision is final and binding on all parties and may be enforced in any federal or state court that has jurisdiction. Neither User nor Freedcamp shall be entitled to join or consolidate claims in arbitration by or against other individuals or entities, or arbitrate any claim as a representative member of a class or in a private attorney general capacity. Accordingly, Users and Freedcamp agree that the JAMS Class Action Procedures do not apply to our arbitration. A court may sever any portion of Section 10 that it finds to be unenforceable, except for the prohibition on class, representative and private attorney general arbitration.
10.6 Exceptions. Notwithstanding the foregoing, the notice and 30-day negotiation period required by this paragraph shall not apply, however, to disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Service, including disputes involving a violation of the Communications Act of 1934, 47 U.S.C. § 605, or the Digital Millennium Copyright Act, 17 U.S.C. § 1201, or the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521, or any other statement or law governing theft of service, may be decided only by a court of competent jurisdiction. Users may also assert an individual action in small claims court in lieu of arbitration.
10.7 Member Right to Opt Out. If Users are a Member, you have the right to opt-out and not be bound by the binding arbitration requirement by sending written notice of your decision to opt-out to the Email address email@example.com AND by U.S. Mail to Freedcamp, Inc 3066 Foothill Rd Santa Barbara, CA 93105. The notice must be sent no later 30 days after your first use of the Services. If you opt-out of the binding arbitration requirement, Freedcamp also will not be bound by the requirement. Administrative Users may not opt-out of the binding arbitration requirements.
10.8 Changes to this Section. Freedcamp will provide 30 days’ notice of any changes to this section. Changes will become effective on the 30th day, and will apply prospectively only to any claims arising after the 30th day.
11. STATUTE OF LIMITATIONS.
Regardless of any statute or law to the contrary or the applicable dispute resolution process, an informal complaint pertaining to any Claim or cause of action arising out of or related to use of the Service or under the TOS must be filed with Freedcamp within one (1) year after such Claim or cause of action arose or be forever barred. For Claims pursuant to the exceptions identified in Section 10.4, these Claims must be filed with the appropriate court within three (3) years after such claim or cause of action arose or be forever barred.
12. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
Freedcamp respect the intellectual property of others, and we ask our Users to do the same. Freedcamp may, at its discretion, disable and/or terminate the accounts of Users who are repeat infringers. If Users believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Freedcamp’s with the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of where the material that you claim is infringing is located on the site;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
3066 Foothill Rd
Santa Barbara, CA 93105
By email: firstname.lastname@example.org
Users shall defend, indemnify, and hold harmless Freedcamp from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of User Data, or Users’ misuse of the Service. Freedcamp shall provide notice to Users of any such claim, suit or demand. Freedcamp reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Freedcamp’s defense of such matters.
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.
15. Integration, Modification, and Authority.
This TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS. All modifications to this TOS must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of this TOS, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Freedcamp in any respect whatsoever.
16. Choice of Law and Forum.
The TOS shall be governed and enforced by the laws of the State of California without regard to its conflict of law.
17. Waiver and Severability of Terms.
Freedcamp’s failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.
18. No Right of Survivorship and Non-Transferability.
If Users are a living person, User agree that your account is non-transferable and your rights to the content within your account terminate upon your death.
19. Government Users.
Nothing herein makes Freedcamp a government contractor for any federal, state, local, or foreign government.
19.1 U.S. Government Users: If Users are a U.S. government user or otherwise accessing or using the Service in a U.S. government capacity, please review the Amendment to Freedcamp’s TOS for Government below.
20. TERMS OF SALE
Freedcamp Paid Plans
Freedcamp now offers 4 unique pricing package: Free, Lite, Business and Enterprise. Details on each specific account can be found here at http://www.freedcamp.com/pricing. All users are subject to Freedcamp’s Terms and Conditions as described below – this includes all Free and PRO users.
Freedcamp’s Free plan is provided at zero cost to all Users, but is limited in features and additional applications as compared to other paid plans.
Paid plans are Freedcamp’s premium accounts. Pricing per plan can be found here http://www.freedcamp.com/pricing. Each level of Freedcamp’s paid plan includes additional applications and support as stated. Please note that Paid Plan Users will only have access to Applications and Modules included in Users’ specific plans which Users can add to as many projects and as many users as required. New features released, which were not included in the original Plan, will be provided free of charge to each paid plan as determined by Freedcamp. Paid Plans users will only be charged for Active Users. Active Users are defined as any users who have signed up on logged into Freedcamp at least once during the billing cycle. Exceptions include Users who have only read their profile assigned during the billing cycle or users who were invited to a project and created/removed their account within 3 days will not be considered an Active User. Users with Read Only-access will also not be counted as an Active User and will not be billed. If Users invited other members, who never signup, they will not be counted as Active Users. New project members will only be treated as Active Users when they accept project invitation and have visited the projects.
Example of Paid Plan Billing:
A User subscribes to Business Plan on 15th Sep. Freedcamp detects how many active users a User has now. For example 10 users. User is charged 10*$8=$80. Between 15 Sep and 15th Oct User had only 5 active users. On 15th Oct we add credit 5*$8=40$, Freedcamp charges you for next billing cycle for 5 users which is 5*$8=$40. Freedcamp uses available credit of 40$ and as a result User will not be charged. For example next month User has 15 active users. On 15 Nov we calculate charge for 15Oct-15Nov period and charge User for 10 extra active users 10*8$=80$ and Freedcamp will charge User for 15 active users for a period from 15Nov-15Dec 15*$8-$120. Total charge on 15 Nov will be 80$+120$=$200.
Changes to Paid Plan:
Upgrades to current plans including: Plan upgrade or User upgrade will result in additional charges. Any plan upgrade will increase User billing to the appropriate price level on the next billing cycle. Changes to plan during month will be prorated. Please see below for examples:
1. Plan Upgrade
Users have been a Free User for the past 2 months and now have decided to sign up with a new Business Account. User signs up a new Business Account with Nov 1st. Freedcamp will review how many users were Active in the past month prior to signing up on a Paid Plan and Users will be charged accordingly on Nov 1st.
2. Plan Downgrade
Users is currently on Business Account with 10 Active users. User’s billing cycle is the 1st of every month. If User decide to cancel mid month and move down to Free, Users will receive a credit, prorated for current billing cycle and Active Users that was charged at beginning of the month.
If you select a Paid Plan, you must provide your current and accurate billing data. A valid Credit Card and Billing information is required to complete the purchase. All payments will be charged in US Dollars. By subscribing to the Monthly Subscription, Users are authorizing Freedcamp to charge their Credit Card during Users’ billing cycle. Paid Plan users will be charged based on the plan pricing and number of Active Users during that month as explained above. User can update their billing information under their Freedcamp Account or visit https://freedcamp.com/manage/account#subscriptions-billing to update Credit Card information. User agree that failure to update billing information will result in continuing to charge the payment method on file. If the Credit Card on file has failed, Freedcamp will notify Users via email. If there continues to be no communication, Freedcamp will continue emailing in 3 days, in 5 days and again in 7 days. If there continues to be no response, Freedcamp will deactivate the account.
Freedcamp will not offer a full refund unless major problems and bugs exist within our system and are not fixed in a timely manner. It is Users` responsibility to inform Freedcamp of any errors. User may submit a request for refund by stating out the appropriate grounds for a refund. Freedcamp will consider each individual refund request but is not obligated to grant User(s) a refund just based on the submission of a request. Active user billing may result in credits being added to your account. These credits are also not refundable but they are not expirable and will be used by Freedcamp for any further subscriptions in your account
Amendment to Freedcamp Terms of Service Applicable to Government Users
This Amendment to Freedcamp’s Terms of Service (“Amendment” or “Agreement”) applies only to Users in a US Government or US Public entity capacity. If Users are a U.S. government or U.S. public entity or an employee acting on behalf of one of those entities, please continue reading. If Users are not, then this Amendment will not apply to you.
This Amendment is an agreement between Freedcamp, Inc and U.S. Government Users of the Service and applies solely to any U.S. Government agency Administrative Users who use or access the Service on behalf of such U.S. Government agency (the "Agency"). Users, as a United States Government entity, are required, when entering into agreements with other parties, to follow applicable federal laws and regulations, including those related to ethics; privacy and security; accessibility; federal records; limitations on indemnification; fiscal law constraints; advertising and endorsements; freedom of information; and governing law and dispute resolution forum.
Freedcamp and Users(together, the "Parties") agree that these modifications to the Freedcamp standard Terms of Service, available at the "TOS" are appropriate to accommodate Users’ legal status, Users’ public (in contrast to private) mission, and other special circumstances. Accordingly, the TOS are hereby modified by this Amendment as they pertain to Agency's use of the Services.
A. Government entity: For the purposes of this Amendment to the TOS, "You" shall mean the Agency itself and shall not bind in their individual capacity (i) the individual(s) who utilize the Company site or services on Agency's behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency. Company will look solely to the Agency to enforce any violation or breach of the TOS by such individuals when they are acting on behalf of the Agency, subject to federal law. All other defined terms in the standard TOS will retain their definitions as set forth in that agreement.
B. Public purpose: Agency shall use the Services solely in furtherance of Agency's public purpose. Any requirement(s) set forth within the TOS that use of the Services be for private, personal and/or non-commercial purposes is hereby waived. Company acknowledges that You may use the Services from locations throughout the world, and that you may have more than one account. Any prohibitions to the contrary are hereby waived.
C. Advertisements: Company hereby agrees not to serve or display any third-party commercial advertisements or solicitations in the publicly available portion of the Site displaying content uploaded by or under the control of the Agency. This exclusion shall not extend to house ads, which Company may serve on such pages in a non-intrusive manner.
D. Indemnification, Liability, Statute of Limitations: Any provisions in the TOS related to indemnification and filing deadlines are hereby waived, and shall not apply except to the extent expressly authorized by law. Liability for any breach of the TOS as modified by this Amendment, or any claim arising from the TOS as modified by this Amendment, shall be determined under the Federal Tort Claims Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any breach or claim.
E. Governing law: Any arbitration, mediation or similar dispute resolution provision in the TOS is hereby waived. The TOS and this Amendment shall be governed, interpreted and enforced in accordance with applicable federal laws of the United States of America without reference to conflict of laws and exclusive jurisdiction shall be in the appropriate U.S. federal courts. To the extent permitted by federal law, the laws of the State of California (excluding California’s choice of law rules) will apply in the absence of applicable federal law.
F. Changes to standard TOS: Language in the TOS reserving to Freedcamp the right to change the TOS without notice at any time is hereby amended to grant You at least three days advance notice of any material change to the TOS. Freedcamp shall send this notice to the email address You designate at the time You sign up for service, and You shall notify Freedcamp of any change in the notification email address during the life of the Amendment.
G. Access and use: Freedcamp acknowledges that the Agency's use of the Service may energize significant citizen engagement and otherwise become important to the Agency's mission. Language in the TOS allowing Freedcamp to terminate service or close the Agency's account at any time, for any reason, is modified to reflect the Parties' agreement that Freedcamp may unilaterally terminate Service and/or terminate Agency's account only for breach of the Agency’s obligations under the TOS, its material failure to comply with the instructions and guidelines posted on the Service, if Freedcamp ceases to operate the Service generally or as provided in paragraph S. below. Freedcamp will provide the Agency with a reasonable opportunity to cure any breach or failure on the Agency's part.
H. Provision on crawlers: Any provision in the TOS prohibiting "crawl," "spider" or similar processes is amended to allow the Agency to apply such tools solely to its pages and content, and solely to fulfill Agency's obligations under the Federal Records Act or other applicable federal law or regulation.
I. Ownership of names: Any provision(s) in the TOS related to Freedcamp’s ownership of and right to change Your selected user name(s), user ID(s), domain name(s), channel name(s), are modified to reasonably accommodate Agency's proprietary, practical, and/or operational interest in its own publicly-recognized name and the names of Agency programs.
J. Modifications of Agency content: Any right Freedcamp reserves in the TOS to modify or adapt Agency content is limited to technical actions necessary to index, format and display that content. The right to modify or adapt does not include the right to substantively edit or otherwise alter the meaning of the content. In the event Agency discovers that Agency content has been modified in a manner that alters the meaning of such content, Agency may contact Freedcamp and the Parties shall work together in good faith to resolve the matter. Notwithstanding the foregoing, nothing in this Amendment shall result in an expansion of Your rights as a United States Government entity under the Copyright Act of 1976 (17 U.S.C. §§101 et sec.), specifically including Section 105 of the Act.
K. Limitation of liability: The Parties agree that nothing in the Limitation of Liability clause or elsewhere in the TOS in any way grants Freedcamp a waiver from, release of, or limitation of liability pertaining to, any direct past, current or future violation of federal law by Freedcamp.
L. Uploading, deleting: The Parties understand and agree that You are not obligated to place any of Your Data on the Service, and You reserve the right to remove any and all of Your Data at Your sole discretion.
M. No endorsement: Freedcamp agrees that Your seals, trademarks, logos, service marks, trade names, and the fact that You have a presence on the Site and use its Services, shall not be used by Freedcamp in such a manner as to state or imply that Freedcamp’s products or services are endorsed, sponsored or recommended by You or by any other element of the U.S. Government, or are considered by You or the U.S. Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Agency, or for links to or promotion of such pages, Freedcamp agrees not to display any Agency or government seals, trademarks, logos, service marks, and trade names on the Freedcamp’s homepage or elsewhere on the Site unless permission to do so has been granted by the Agency or by other relevant federal government authority. Freedcamp may list the Agency's name in a publicly available customer list on its homepage or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third party name.
N. No business relationship created: The Parties are independent entities and nothing in the TOS as modified by this Amendment creates an agency, partnership, joint venture, or employer/employee relationship.
O. No cost agreement: Nothing in the TOS as modified by this Amendment obligates You to expend appropriations or incur financial obligations. The Parties acknowledge and agree that none of the obligations arising from the TOS as modified by this Amendment are contingent upon the payment of fees by one party to the other. At the its discretion, Freedcamp may offer a free account under a free usage plan and in that case this Amendment will apply to the Agency’s usage under the free account/plan. This Amendment also applies if the Agency chooses to use one of Freedcamp’s paid plans.
P. Provision of data: In case of termination of Service, within 30 days of such termination Freedcamp will enable You to export all of Your user-generated content that is publicly visible on the Site (subject to the specific export functionality included in Your usage plan). Data will be provided in a commonly used file or database format as Freedcamp deems appropriate.
Q. Separate future action for fee based Services: Freedcamp provides Services at a basic level free of charge to the public, but this may change in the future. Agency acknowledges that while Freedcamp will provide Agency with some Services and features for free, Freedcamp reserves the right to begin charging for the Services and features at some point in the future. Freedcamp will provide Agency with at least 30 days advance notice of a change involving the charging of fees for a previously-free service. You also understand that Freedcamp currently offers other premium and enterprise Services for a fee. The parties understand that fee-based products and services are categorically different than free products and services, and are subject to federal procurement rules and processes. Before the Agency decides to enter into a premium or enterprise subscription, or any other fee-based service that this Freedcamp or alternative providers may offer now or in the future, You agree: to determine the Agency has a need for those additional services for a fee; to consider the subscription's value in comparison with comparable services available elsewhere; to determine that Agency funds are available for payment; to properly use the Government Purchase Card if that Card is used as the payment method; to review any then-applicable TOS for conformance to federal procurement law; and in all other respects to follow applicable federal acquisition laws, regulations and agency guidelines (including those related to payments) when initiating that separate action.
R. Assignment: Neither party may assign its obligations under the TOS as modified by this Amendment to any third party without prior written consent of the other; however, Freedcamp or its subsidiaries may assign the TOS as modified by this Amendment to a subsidiary or parent or successor to its assets or business without written consent from the Agency provided that the successor assumes Freedcamp’s obligations under the TOS as modified by this Amendment.
S. Termination: Agency may close Agency's account and terminate this Amendment at any time. Freedcamp may close Agency's account and terminate this Amendment on 30 days written notice, but the Agency shall not be entitled to a refund of any fees paid.
T. Posting and availability of this Amendment: Any provision of the TOS requiring modifications of its terms to be posted on Freedcamp’s Site is inapplicable since this Amendment is of limited, not general, application, and is otherwise waived for this special circumstance. The parties agree this Amendment contains no confidential or proprietary information, and either party may release it to the public at large. You may also post it for the benefit of other U.S. Government agencies interested in using the Service on http://www.digitalgov.gov/resources/negotiated-terms-of-service-agreements/ or similar federal informational web sites.
U. Security: Freedcamp will, in good faith, exercise due diligence using reasonable business practices for IT security, to ensure that systems are operated and maintained in a secure manner, and that management, operational and technical controls are employed to ensure security of systems and data. Recognizing the changing nature of the Web, Freedcamp will continuously work with users to ensure that its Site and Services meet users' requirements for the security of systems and data. Freedcamp agrees to discuss implementing additional security controls as deemed necessary by the Agency to conform to the Federal Information Security Management Act (FISMA), 44 U.S.C. 3541 et seq., but is under no obligation to provide such additional security controls.
V. Federal Records: Agency acknowledges that use of Freedcamp’s Services may require management of Federal records. Your Data may meet the definition of Federal records as determined by the Agency. Freedcamp makes tools available to its users that enable compliance with a range of recordkeeping requirements. Some recordkeeping tools may only be available as part of Freedcamp’s paid service. Agency should advise Freedcamp if it has questions about recordkeeping tools or capabilities and should review tools available for each type of Freedcamp plan before registering, but Agency has sole responsibility for complying with the applicable federal recordkeeping laws and Freedcamp has no duty to provide Agencies using free accounts with tools only available to Freedcamp’s paid users.
W. User Privacy: Agency acknowledges that Freedcamp’s Service allows the Agency broad access to user-generated content, including direct messaging which may be considered private by users, as well as IP information and other usage data. Agency shall be solely responsible for informing users of its policies that apply to the use of Freedcamp, including whether or not there is a reasonable expectation of privacy in any communications or activity. Further, Agency shall be solely responsible for complying with any applicable law including the U.S. Constitution and the Electronic Communications Privacy Act in access to, handling, and use of user information and communications content collected via Agency’s use of the Company’s Service.
X. Intellectual property ownership: Except as expressly allowed in the TOS, no rights to the Freedcamp Site or Services or any derivative works, inventions, or Freedcamp product or service modifications are conferred on Agency or any other party. All such rights belong solely to Freedcamp.
Y. Precedence; Further Amendments: If there is any conflict between this Amendment and the TOS, or between this Amendment and other terms, rules or policies on the Freedcamp Site or related to its Services, this Amendment shall prevail. This Amendment constitutes an amendment to the TOS; any language in the TOS indicating it may not be modified or that it alone is the entire agreement between the Parties is waived. Any further amendment must be agreed to by both Parties in writing.
Z. Additional Items for Discussion and Possible Inclusion in this Agreement:Freedcamp understands current federal law, regulation and policy may affect Agency's use of the Freedcamp’s products and services in ways not addressed in the list of clauses above. Much depends on the nature of the products and services offered by the Freedcamp (which may change from time to time), and how Agency intends to use those services (which also may change). Among the topics Agency may need to discuss with Freedcamp, and which may lead to the insertion of additional clauses in this Agreement, are Privacy and Accessibility.