3Sum - Terms of Service

Last Updated Date: December 12, 2024

Welcome and thank you for your interest in 3SUM Inc., d/b/a 3SUM (“3SUM”, “we” or “us”). This Terms of Use Agreement (“Terms of Use”), together with any applicable Supplemental Terms (as defined in Section 1.3) (collectively, with the Terms of Use, the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at 3Sum.me (the “Website”), and (ii) any services or other resources available on or enabled via the Website (collectively with our Website, the “Services”).

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PLEASE READ THIS AGREEMENT CAREFULLY. THIS TERMS OF USE GOVERNS THE USE OF THE WEBSITE AND APPS AND APPLIES TO ALL INTERNET USERS VISITING THE WEBSITE. BY ACCESSING OR USING THE SERVICES IN ANY WAY, INCLUDING BY CLICKING ON ANY “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH 3SUM, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE THIS AGREEMENT, AND IN WHICH CASE, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE BE AWARE THAT SECTION 1.5 (COMMUNICATIONS WITH 3SUM) OF THIS AGREEMENT, BELOW, CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND PUSH NOTIFICATION.

THE SERVICE IS FOR COMMERCIAL, AND NOT PERSONAL USE. YOU REPRESENT AND WARRANT TO AND FOR THE BENEFIT OF 3SUM THAT (1) YOU WILL USE THE SERVICES IN YOUR PROFESSIONAL OR BUSINESS CAPACITY ONLY, AND (2) YOU WILL NOT PROVIDE 3SUM, AND YOUR CONTENT (DEFINED BELOW) DOES NOT CONTAIN, ANY REGULATED DATA.

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You should print a copy of these terms or save them to your computer for future reference.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY 3SUM IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, 3SUM will make a new copy of the Terms of Use and/or Supplemental Terms, as applicable, available on the Website. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

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USE OF THE SERVICES. The Services and the information and content available on the Services are protected by copyright laws throughout the world. Unless otherwise specified by 3SUM in a separate license, your right to access and use any and all of the Services is subject to the Agreement.
1. Description of Services. The Services allow you to manage and consolidate your communications (“Messages”) on third-party messaging and/or social networking services (each, an “SNS”) by aggregating such communications and using third-party generative artificial intelligence tools (“AI Tools”) to create summaries and action items of such Messages.
2. AI Tools. Our Services leverage AI Tools to aggregate and summarize Messages and to collect, analyze, and respond to user prompts and requests in connection with the analysis of your Messages. By using the Services, you hereby consent and authorize 3SUM to share any of Your Content that you provide to the Services with the AI Tools in order to complete your requests.
  1. YOU, AND NOT 3SUM, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INFORMATION PROVIDED BY THE SERVICES OR ANY OTHER AI TOOLS MADE AVAILABLE THROUGH 3SUM OR THIRD-PARTY SERVICES IS AT YOUR OWN RISK.
  2. BECAUSE THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, OUR SERVICES MAY PROVIDE INFORMATION THAT IS AN INACCURATE OR INAPPROPRIATE RESPONSE TO YOUR REQUESTS IN ITS INTERACTIONS WITH YOU. YOU AGREE THAT 3SUM WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR THE SERVICES (OR ANY OTHER AI TOOLS MADE AVAILABLE BY 3SUM OR THIRD-PARTY SERVICES) PROVIDING INACCURATE OR INAPPROPRIATE INFORMATION TO YOU.
3. Supplemental Terms. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.
4. Beta Services. Certain aspects of the Services may be in a trial or beta version (“Beta Services”). 3SUM makes no representations that Beta Services will ever be made generally available and reserves the right to discontinue or modify Beta Services at any time without notice. Beta Services are provided AS IS and WITH ALL FAULTS, and may contain bugs, errors or other defects. Your use of any Beta Services is at your sole risk. You understand that the Services are evolving. You acknowledge and agree that 3SUM may update the Services with or without notifying you.
5. Communications with 3SUM . By entering into this Agreement or using any of our Services, to the maximum extent permitted by applicable law and subject to 3SUM’s Privacy Policy, you agree to receive communications from us, including via e-mail and/or push notifications. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning 3SUM and industry developments.
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REGISTRATION.
1. Registering Your Account. In order to access certain features of the Services, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”) or has a valid account on an SNS through which the user has connected to the Services (each such account, an “SNS Account”).
2. Access and Linking Through a SNS. You may link your Account with SNS Accounts by allowing 3SUM to access your SNS Account, as is permitted under the applicable terms and conditions that govern your SNS Account. You represent that you are entitled to grant 3SUM access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your SNS Account and without obligating 3SUM to pay any fees or making 3SUM subject to any usage limitations imposed by such SNS. By granting 3SUM access to any SNS Account, you understand that 3SUM may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, tags, Messages, and/or other materials that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Services via your Account. Unless otherwise specified in this Agreement, all SNS Content is considered to be your Input (as defined below) for all purposes of this Agreement. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to or make available through your SNS Accounts may be available on and through your Account on the Services. Please note that if an SNS Account or associated service becomes unavailable, or 3SUM’s access to such SNS Account is terminated by the SNS, then you will no longer be able to link your SNS Account to the Services. You may have the ability to disable the connection between your Account and one or more SNS Accounts through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS, AND 3SUM DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SNS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS.
3. Registration Data. You agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form or otherwise in connection with your use of the Services (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You represent that you are (i) at least eighteen (18) years old; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or any access code with anyone, and you agree to notify 3SUM immediately of any unauthorized use of your Account or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or 3SUM has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, 3SUM has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. 3SUM reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by 3SUM, or if you have been previously banned from any of the Services. You acknowledge and agree that 3SUM will use your Registration Data in accordance with the 3RM Privacy Policy.
4. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of 3SUM. 3SUM reserves the right to terminate your Account if it has been inactive for one hundred eighty (180) days.
5. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
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CONTENT.
1. Types of Content. Subject to your compliance with this Agreement, you may share or upload information, data, text, software, music, sound, screenshots, photographs, graphics, video, Messages, tags and/or other materials (“Content”) through the Services, including by way of your prompts, comments, questions, and other input that you provide to the Services (collectively, “Input”). You, and not 3SUM, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to the Services, including the SNS Content. When you make available any Input on or to the Service, you represent that you own and/or have sufficient rights to use such Input in connection with the Service, including to grant the license set forth in Section 3.3 (License to Your Content). If you do not have such rights in any Content, you agree that you will not make such Content available through the Services as Input. In response to any prompts, comments, questions, and other Input that You provide to the Services, the Services, together with AI Tools, may generate new Content based on such Input (“Output”). You acknowledge that the Outputs are based on your Inputs, and that 3SUM has no control over any such Inputs. Accordingly, all Outputs are provided “as is” and with “all faults”, and 3SUM makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability. You acknowledge and agree that (a) you, and not 3SUM, are solely responsible for your use of your Outputs created through the Service; and (b) you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties, any disclosure of your Outputs that personally identifies you or any third party, or any reputational damage to you or any third party arising from any Output or your disclosure thereof. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING ANY OUTPUT PRIOR TO ITS USE AND EXERCISING YOUR OWN JUDGEMENT AS TO ITS SUITABILITY FOR USE.
2. Ownership of Content. 3SUM does not claim ownership of any Inputs or Outputs (collectively, “Your Content”). Subject to Section 3.3 (License to Your Content), as between 3SUM and you, you are the owner of all right, title and interest in Your Content. Notwithstanding the foregoing, given the nature of artificial intelligence which powers the Service through AI Tools, you acknowledge that: (a) Output may not be unique across users and the Service may generate the same or similar output for another user under similar terms, and you do not have any right, title or interest in or to any output provided to other users, regardless of the level or degree of similarity with the Outputs; (b) 3SUM does not represent or warrant that the Outputs are protected or protectible by any intellectual property rights under applicable law; and (c) 3SUM does not guarantee that (i) you will exclusively own or have any or all necessary rights to use the Output for your intended purposes, or (ii) the Output does not incorporate, infringe or misappropriate the intellectual property or proprietary rights of any third party.
3. License to Your Content. You acknowledge that the Service utilizes certain AI Tools, including artificial intelligence and machine learning algorithms that can be trained to recognize and search for certain patterns (including natural language patterns), information, objects and events, and that such recognition is developed over time based on your use of the Services, Your Content and User Content. Accordingly, subject to any applicable Account settings that may be made available to you, you grant 3SUM a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users (including after you cease use of the Service or terminate this Agreement), developing and improving other products and services, or for any other purpose. Notwithstanding anything else set forth herein, 3SUM does not, and does not permit any third party to, use Your Content to train any generative artificial intelligence tools.
4. Storage. Unless and solely to the extent expressly agreed to by 3SUM in writing, 3SUM has no obligation to store any of Your Content that you make available on the Services. 3SUM has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that 3SUM retains the right to create reasonable limits on 3SUM’s use and storage of Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by 3SUM in its sole discretion. We encourage you to make back-up copies of or otherwise store any of Your Content or other data.
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OWNERSHIP.
1. The Services. Except with respect to Your Content and User Content, you agree that 3SUM and its suppliers own all rights, title and interest in the Services, including but not limited to, any Content made available thereby or therethrough. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any the Services.
2. Trademarks. 3SUM’s stylized name and all related graphics, logos, service marks and trade names used on or in connection with any the Services or in connection with the Services are the trademarks of 3SUM and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
3. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to 3SUM (“Feedback”) is at your own risk and that 3SUM has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to 3SUM a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or 3SUM’s business.
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USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of 3SUM; (c) use any metatags or other “hidden text” using 3SUM’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; or (g) take any action or make available any Content on or through the Services that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (ii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iii) involves external commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without 3SUM’s prior written consent; (iv) impersonates any person or entity, including any employee or representative of 3SUM; or (v) interferes with or attempts to interfere with the proper functioning of the Services or any AI Tool or uses the Services in any way not expressly permitted by this Agreement. Without limiting the foregoing, except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this Section. Any future release, update or other addition to the Services shall be subject to the Agreement. 3SUM, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services terminates the licenses granted by 3SUM to you pursuant to the Agreement.
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INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. 3SUM may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or Content, including Your Content and Content provided by other users (“User Content”), at any time. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.
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INTERACTIONS WITH OTHER USERS.
1. User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact through the Services; provided, however, that 3SUM reserves the right, but has no obligation, to intercede in such disputes. You agree that 3SUM will not be responsible for any liability incurred as the result of such interactions.
2. Content Provided by Other Users. The Services may contain User Content provided by other Registered Users. 3SUM is not responsible for and does not control User Content. 3SUM does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.
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FEES AND PURCHASE TERMS.
1. Payment Service Provider. 3SUM uses one or more third-party service providers for payment services (e.g., card acceptance, merchant settlement, and related services) (“Payment Service Provider”). Please note that online payment transactions may be subject to validation checks by our Payment Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Payment Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
2. Payment. You shall pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing 3SUM and/or our Payment Service Provider with your payment information, you agree that 3SUM and/or our Payment Service Provider is authorized to immediately invoice your Account for all Fees due and payable to 3SUM hereunder and that no additional notice or consent is required. You shall immediately notify 3SUM and/or our Payment Service Provider of any change in your payment information to maintain its completeness and accuracy. 3SUM reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to 3SUM and/or our Payment Service Provider, as applicable, or our inability to collect payment constitutes your material breach of this Agreement. Except as expressly set forth in this Agreement, all Fees for the Services are non-refundable.
3. Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. 3SUM reserves the right to change the timing of our billing. 3SUM reserves the right to change the Subscription pricing at any time upon notice. If changes to the Subscription price occur that impact your Subscription, 3SUM will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 8.3.1.1 (Cancelling Subscriptions).
  1. Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew on the commencement of the applicable renewal term(s) (each, a “Renewal Commencement Date”) at 3SUM’s then-current price for such Subscription until terminated in accordance with this Agreement. By subscribing, you authorize 3SUM to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if 3SUM does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that 3SUM may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
    1. Cancelling Subscriptions. If you purchased your Subscription directly from 3SUM, you may cancel your Subscription through your Account. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must contact 3SUM, or effect such change or termination through your Account.
    2. Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.
  2. Upgrades and Downgrades. If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future renewal term, the fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next renewal term. Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and 3SUM does not accept any liability for such loss.
4. Taxes. If 3SUM determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, 3SUM shall collect such Sales Tax in addition to the payments required under this Agreement. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to 3SUM, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify 3SUM for any liability or expense 3SUM may incur in connection with such Sales Taxes. Upon 3SUM’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
5. Withholding Taxes. You agree to make all payments of fees to 3SUM free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to 3SUM will be your sole responsibility, and you will provide 3SUM with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
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INDEMNIFICATION; RELEASE.
1. By you. To the maximum extent permitted by applicable law, you agree to indemnify and hold 3SUM, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “3SUM Party”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) incurred by 3SUM in connection with a third party claim relating to or arising out of any and all of the following: (a) Your Content; (b) your use of the Service in violation of this Agreement; (c) your violation of any rights of a third party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. 3SUM reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will reasonably cooperate with 3SUM in asserting any available defenses. This provision does not require you to indemnify any of the 3SUM Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.
2. By 3SUM. 3SUM agrees to indemnify and hold you harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) incurred by you in connection with a third party claim alleging that the Services violate a third party’s intellectual property rights (an “IP Claim”); provided that, if any IP Claim is brought or threatened, 3SUM may, at its sole option and expense: (i) procure for you the right to continue to use the Services; (ii) modify the Services, as applicable, to make it non-infringing; or (iii) replace the affected aspect of the Services with non-infringing technology having substantially similar capabilities; or (iv) if none of the foregoing is commercially practicable after commercially reasonable efforts, either party may terminate the Agreement and 3SUM will refund to you any prepaid fees for the terminated portion of the applicable Subscription term. Notwithstanding the foregoing, 3SUM will have no liability to you to the extent an IP Claim results from (1) any use of the Services in combination with User Content, software, products or services not provided, authorized or recommended by 3SUM to the extent that the Services would not be infringing but for such combination or modification; (2) your failure to use the Services in accordance with the Agreement; or (3) Your Content.
3. Release. You hereby release 3SUM and all officers, founders, executive management, subsidiaries, licensors, advertisers, merchants, licensees, directors, owners, partners, agents, affiliates, advisors, and employees from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to any interactions with or conduct of other users of any kind arising in connection with or as a result of these Terms of Use or from your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor or released party.”
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DISCLAIMER OF WARRANTIES AND CONDITIONS.
1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 3SUM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE AND/OR SERVICES.
  1. 3SUM PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
  2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
  3. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. 3SUM MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM 3SUM OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  5. FROM TIME TO TIME, 3SUM MAY OFFER BETA SERVICES. SUCH BETA SERVICES ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT 3SUM’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO BETA SERVICES.
2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT 3SUM PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD 3SUM PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING YOUR EMPLOYER OR OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
3. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES, INCLUDING WITHOUT LIMITATION GUESTS AND OTHER REGISTERED USERS. YOU UNDERSTAND THAT 3SUM DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. 3SUM MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.
4. Third-Party Materials. As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for 3SUM to monitor such materials and that you access these materials at your own risk.
5. Artificial Intelligence. LAWS AND REGULATIONS GOVERNING USE OF GENERATIVE ARTIFICIAL INTELLIGENCE ARE RAPIDLY EVOLVING, AND 3SUM DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICE OR OUTPUT WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT YOUR USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE AND ANY OUTPUT COMPLIES WITH ALL APPLICABLE LAWS.
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LIMITATION OF LIABILITY.
1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL 3SUMEITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT 3SUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, OR INTERACTIONS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A 3SUM PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A 3SUM PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A 3SUM PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. TO THE EXTENT REQUIRED BY APPLICABLE LAW, 3SUM DOES NOT SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY 3SUM’S NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW TO THE EXTENT SUCH LAW IS APPLICABLE TO YOUR USE OF THE SERVICES.
2. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, (A) 3SUM PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO 3SUM BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES; and (B) CUSTOMER WILL NOT BE LIABLE TO 3SUM FOR MORE THAN THE AMOUNT PAID BY CUSTOMER. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A 3SUM PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A 3SUM PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A 3SUM PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION OR VIOLATION OF APPLICABLE LAW.
3. User Content. EXCEPT FOR 3SUM’S OBLIGATIONS WITH RESPECT TO YOUR PERSONAL DATA AS SET FORTH IN 3SUMTHE DATA PROCESSING ADDENDUM SIGNED BY THE PARTIES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 3SUM ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
4. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET OUT IN THIS SECTION 11. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
5. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN 3SUM AND YOU.
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PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is 3SUM’s policy to terminate membership privileges of any user who repeatedly infringes copyright upon prompt notification to 3SUM by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on or transmitted through the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written 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; and (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 owner or authorized to act on the copyright owner’s behalf. Contact information for 3SUM’s Copyright Agent for notice of claims of copyright infringement is as follows: ATTN: Copyright Agent, 3148 Broderick St. Unit B san Francisco CA 94123
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TERM AND TERMINATION.
1. Term. The Agreement commences on the earlier of: (a) the date you first used the Services or (b) the date when you otherwise accept this Agreement (as described in the preamble above), and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
2. Termination of Services by 3SUM. 3SUM has the right to, immediately and without notice, suspend or terminate any Services provided to you, at any time, in the event that (a) the agreement between 3SUM and your employer is terminated; (b) you breach any provision of this Agreement; (c) 3SUM determines that your use of the Services (including without limitation any of Your Content) violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for 3SUM; or (d) 3SUM otherwise determines in its sole discretion not to provide the Services. You agree that all terminations shall be made in 3SUM’s sole discretion and that 3SUM shall not be liable to you or any third party for any termination of your Account.
3. Termination of Services by You. If you want to terminate the Services provided by 3SUM, you may do so by (a) notifying 3SUM at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to 3SUM’s address set forth below.
4. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your Account and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. 3SUM will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
5. No Subsequent Registration. If your registration(s) with, or ability to access, the Services is discontinued by 3SUM due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, 3SUM reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
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INTERNATIONAL USERS. The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that 3SUM intends to announce such Services or Content in your country. The Services are controlled and offered by 3SUM from its facilities in the United States of America. 3SUM makes no representations that the Services are appropriate or available for use in other locations. To the maximum extent permitted by applicable law, those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
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THIRD-PARTY SERVICES. The Services may contain links to third-party websites, applications, and/or advertisements (“Third-Party Services”). When you click on a link to a Third-Party Service, we may not warn you that you have left the Services, and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of 3SUM. 3SUM is not responsible for any Third-Party Services. 3SUM provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
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GENERAL PROVISIONS.
1. Electronic Communications. The communications between you and 3SUM may take place via electronic means, whether you visit the Services or send 3SUM e-mails, or whether 3SUM posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from 3SUM in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that 3SUM provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
2. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without 3SUM’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
3. Force Majeure. 3SUM shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. If a force majeure event occurs that affects 3SUM’s performance of its obligations under the Agreement: (a) 3SUM will contact you as soon as reasonably possible to notify you; and (b) 3SUM’s obligations under the Agreement will be suspended and the time for 3SUM’s performance of its obligations will be extended for the duration of the force majeure event.
4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: jackson@3rm.co. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
5. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and 3SUM agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Wilmington, Delaware.
6. Governing Law and Jurisdiction. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
7. Notice. Where 3SUM requires that you provide an e-mail address, you are responsible for providing 3SUM with your most current e-mail address, and for keeping such e-mail address current by updating your Account. In the event that the last e-mail address you provided to 3SUM is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, 3SUM’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to 3SUM at the following address:3148 Broderick St. Unit B San Francisco CA 94123. Such notice shall be deemed given when received by 3SUM by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
8. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10. Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by 3SUM are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer 3SUM products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
11. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
12. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.