Makerbase Terms of Service

Last Modified: 2015-07-30

Hi and welcome! You are now reading Makerbase's Terms of Service, which include an agreement between you and ThinkUp in Section 15 to arbitrate in certain cases instead of going to court.

This is the legal contract between you and ThinkUp when you use the Makerbase site, and related services and products. You should read this carefully before you use our site, our services or products.

We've tried to be both fair and clear—if you have any suggestions for improvement, feel free to email us at help@makerba.se. We've also included annotations throughout this contract in quotes; these annotations aren't a part of the contract itself, but are intended to help you follow the text and to emphasize key sections.

1. Accepting the Terms of Service

“We are ThinkUp and you're agreeing to these terms.”

These are some of the definitions we'll use in this contract:

Agreement:
These Makerbase Terms of Service, along with our Privacy Policy.
Services:
Makerba.se, and/or the other domains, products, services, and/or content provided by ThinkUp (and its licensors) as part of Makerbase, but not the domains, products, services or content provided by ThinkUp as part of its services other than Makerbase.
ThinkUp:
ThinkUp LLC, a Delaware limited liability company. Also known as “we” or “us”.
Makerbase:
ThinkUp's services related to describing projects and those involved in projects.
Subscriber:
That is you, who we'll also call “you”.

By creating an account to use the Services (“Account”) or using or accessing the Services, you agree to become bound by all the terms and conditions of this Agreement. Please note that your account to use the Services will be different from your account to use other ThinkUp services. If you do not agree to all the terms and conditions of this Agreement, you shouldn't and aren't permitted to use the Services.

2. Modifications to this Agreement

“We can change this agreement if needed, and when we do, we'll let you know.”

ThinkUp may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. A Change will be effective: (i) thirty (30) days after ThinkUp provides notice of such Change, whether such notice is provided through the Services user interface, is sent to the e-mail address associated with your Account or otherwise; or (ii) when you opt-in or otherwise expressly agree to such Change or a version of this Agreement incorporating such Change, whichever comes first.

3. Use of the Services

Eligibility:

“You have to be eighteen or older.”

No individual under the age of thirteen (13) may use the Services or provide any information to ThinkUp or otherwise through the Services (including, for example, a name, address, telephone number, or email address). If you are a parent and believe your child under the age of thirteen (13) has created an Account or otherwise provided personal information to ThinkUp, please contact us at help@thinkup.com. In addition, you may only use the Services to the extent not legally prohibited from doing so.

Service Changes and Limitations:

“We are going to be changing and updating the service regularly.”

The Services may change frequently, and their form and functionality may change without prior notice to you. ThinkUp retains the right to create limits on or in relation to use of the Services in its sole discretion at any time with or without notice. We will work to notify you of any such limits, or of changes to these limits, whenever possible.

ThinkUp may also impose limits on certain Services or aspects of those Services or restrict your access to parts or all of the Services without notice or liability. Generally, this will only happen when needed to maintain the service or to make necessary updates to the service. ThinkUp may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or Content (as defined below). ThinkUp may also suspend Accounts at any time, in its sole discretion.

Limitations on Automated Use:

“You shouldn't use bots or access the system in malicious or unpermitted ways.”

You may not do any of the following while accessing or using the Services: (a) access, tamper with, or use non-public areas of the Services, or the computer or delivery systems of ThinkUp and/or its service providers; (b) probe, scan, or test any system or network (particularly for vulnerabilities), or otherwise attempt to breach or circumvent any security or authentication measures; (c) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by ThinkUp (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with ThinkUp, or unless specifically permitted by ThinkUp's robots.txt file or other robot exclusion mechanisms; (d) scrape the Services, or scrape Content (as defined below) from the Services; (e) use the Services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or e-mail headers; or (f) interfere with, or disrupt or attempt to interfere with or disrupt, the access of any Subscriber, host or network, including, without limitation, by sending a virus to, spamming, or overloading the Services, or by scripted use of the Services in such a manner as to interfere with or create an undue burden on the Services.

If you discover a security breach related to the Services, you shall notify us promptly.

4. Privacy

“We'll follow our privacy policy.”

Any information you provide to ThinkUp is subject to ThinkUp's Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information.

5. Content and Intellectual Property Rights

Definitions:

“Content means text, pictures and other stuff; Subscriber Content is your stuff.”

For purposes of this Agreement: (1) the term “Content” means any work of authorship and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, and comments, information, data, text, software, scripts, executable files, graphics, and interactive features; (2) the term “Subscriber Content” is all Content made available through user social networking accounts (such as a Facebook or Twitter account) that registered users of the Services (“Subscribers”) link to their Accounts, such as pictures and Tweets.

Ownership:

“You own your stuff, and we own our stuff.”

As between you and ThinkUp, you retain ownership of all intellectual property rights in your Subscriber Content, and ThinkUp and/or its licensors retain ownership of all intellectual property rights in the Services and all Content made available through the Services other than your Subscriber Content. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Services of any Content made available through the Services (other than your Subscriber Content).

Content License from You:

“You allow us to use your content while using and running our services and operating our business.”

As a Subscriber of the Services, you hereby grant to ThinkUp a worldwide, non-exclusive, royalty-free, full-paid, irrevocable, perpetual, transferable, sublicensable right and license to download, copy, store, view, display, perform, and analyze the Subscriber Content for (1) purposes of operating and providing the Services and (2) ThinkUp's internal business purposes, including without limitation for analyzing usage of and improving our Services.

Subscriber Content:

“You have the right to let us use your content. We don't warrant other user's content.”

You represent and warrant that you either own your Subscriber Content or have all necessary rights, licenses and consents relating thereto in order to grant ThinkUp the license rights granted herein without infringement or violation of the rights of any third party. You agree that your Subscriber Content will not: (i) include material that is not authorized by the copyright owner, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post and sell the material and to grant ThinkUp all of the license rights granted herein; (ii) include falsehoods or misrepresentations that could damage ThinkUp or any third party; (iii) include material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate. ThinkUp does not endorse any Subscriber Content or any opinion, recommendation, or advice expressed therein, and ThinkUp expressly disclaims any and all liability in connection with Subscriber Content. If notified by a user or a content owner of any Subscriber Content that allegedly does not conform to this Agreement, ThinkUp may investigate the allegation and determine in good faith and in its sole discretion whether to remove the Subscriber Content from the Services, which it reserves the right to do at any time. Additionally, ThinkUp may, at any time, remove from the Services any Subscriber Content that in the sole judgment of ThinkUp violates this Agreement.

Copyright Infringement; DMCA Policy:

“We'll remove copyrighted materials of yours; just let us know about it.”

If you believe that any materials available through our Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its location on our Services or other pertinent information that will help us to locate the material; (3) your name, address, telephone number and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that "under penalty of perjury," you declare that you are the lawful copyright owner or are authorized to act on the owner's behalf. Our agent for copyright issues relating to our Services is: Copyright Agent, 220 East 23rd, Suite 601, New York, NY 10010, USA or help@thinkup.com. In an effort to protect the rights of copyright owners, we reserve the right to suspend your Account, delete or disable content alleged to be infringing and/or terminate the Account of a repeat infringer.

Suggestions

“We welcome your suggestions; if you give us any suggestion, we have the right to use it.”

We welcome your suggestions for improvements to our Services. If you send us any feedback, ideas or other suggestions (“Suggestions”), you agree that: (1) you hereby grant us a non-exclusive, perpetual, irrevocable, royalty free license to copy, distribute, adapt and use your Suggestion(s); (2) none of your Suggestion(s) contain confidential or proprietary information of any third party; (3) we may use or redistribute Suggestion(s) for any purpose and in any way; (4) there is no obligation for us to review your Suggestion(s); and (5) we have no obligation to keep any Suggestions confidential.

6. Use of Trademarks

“You must get our permission to use our ThinkUp branding and trademarks.”

Any use of ThinkUp's trademarks, branding, logos or any other such assets requires the express written permission of ThinkUp. If you need to use these assets, contact us at help@thinkup.com. Any such use will be subject to compliance with our trademark guidelines.

7. Warranty Disclaimer; Services Available on an “AS-IS” Basis

“We want Makerbase to be great for you, but it's not warrantied.”

YOUR ACCESS TO AND USE OF THE SERVICES OR ANY CONTENT IS AT YOUR OWN RISK. THE SERVICES AND ANY ANALYTICS PROVIDED THROUGH THE SERVICES ARE PROVIDED FOR INFORMATION PURPOSES ONLY AND THINKUP IS NOT RESPONSIBLE OR LIABLE FOR ANY ACTIONS OR OMISSIONS BASED ON SUCH ANALYTICS. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULL EXTENT PERMITTED BY LAW, THINKUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ThinkUp makes no representations or warranties of any kind with respect to the Services, including any representation or warranty that the use of the Services will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system, or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, or (d) be free of viruses or other harmful components. ThinkUp also makes no representations or warranties of any kind with respect to Content; Subscriber Content is provided by and is solely the responsibility of the respective Subscriber providing that Content. No advice or information, whether oral or written, obtained from ThinkUp or through the Services will create any warranty not expressly made herein.

8. Release From Liability

“We're not liable for certain issues that could arise from using Makerbase.”

You release, to the fullest extent permitted by law, ThinkUp, its directors, officers, members, employees, representatives, consultants, agents, suppliers, and/or distributors from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the following:

/span>Disputes between or among Subscribers, including without limitation those between you and other Subscribers;

/span>Third party sites and services, including without limitation content found on such sites and services; and

/span>Claims relating to the unauthorized access to any data communications or Subscriber Content stored under or relating to your Account, including unauthorized use or alteration of such communications or your Subscriber Content.

You hereby waive applicability of California Civil Code ¤1542, and any similar statute or principle of common law. California Civil Code ¤1542 says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

9. Limitation of Liability

“As much as the law allows, ThinkUp and its team isn't liable for certain types of damages. ThinkUp's total liability to you is limited, too.”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THINKUP, ITS DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, LICENSORS, AND/OR DISTRIBUTORS SHALL NOT BE LIABLE FOR: (A) ANY INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES OF ANY KIND WHATSOEVER; (B) LOSS OF PROFITS, REVENUE, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO YOUR INABILITY TO ACCESS OR USE THE SERVICES; (D) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OR SUBSCRIBER USING THE SERVICES, INCLUDING WITHOUT LIMITATION DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT; AND/OR (E) DAMAGES IN ANY MANNER RELATING TO ANY SUBSCRIBER CONTENT. THIS LIMITATION APPLIES TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THINKUP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND FURTHER WHERE A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THINKUP AND ITS DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, LICENSORS AND/OR DISTRIBUTORS, FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF FIFTY DOLLARS (US$50.00) OR THE AMOUNT YOU PAID US TO USE THE APPLICABLE SERVICE(S) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

10. Exclusions to Warranties and Limitation of Liability

“We follow the law of your region in regard to warranties and liabilities.”

Some jurisdictions may not allow the exclusion of certain warranties or the exclusion/limitation of liability as set forth in Section 9, so the limitations above may not apply to you.

11. Legal Compliance; Indemnification

“You won't use Makerbase to do illegal things.”

As a condition of your use of the Services, you represent and warrant that you will not use the Services for any purpose that is unlawful or prohibited by this Agreement. Access to the Services from territories where their contents are illegal is strictly prohibited. You agree to comply with all rules, laws, and regulations relating in any way to your use of the Services including without limitation rules about intellectual property rights, the Internet, technology, data, email, and privacy.

You agree to indemnify and hold ThinkUp, and its directors, officers, members, employees, representatives, consultants, agents, suppliers, licensors and/or distributors, harmless from and against any demands, suits, actions, claims, losses, damages, liabilities, judgments, settlements, costs or expenses, including without limitation attorneys' fees, arising out of or relating to your use or misuse of the Services, violation of this Agreement or violation of the rights of any other person or entity.

12. Termination

“If you want to cancel this agreement, just close your Account. We can cancel it too.”

Either party may terminate this Agreement at any time by notifying the other party. ThinkUp may also terminate or suspend your access to or ability to use any and all Services immediately, without prior notice or liability, for any reason or no reason, including but not limited to if you breach any of the terms or conditions of this Agreement. ThinkUp may immediately terminate or suspend Accounts that have been flagged for repeat copyright infringement.

Upon termination of your access to or ability to use a Service, including but not limited to suspension of your Account on a Service, your right to use or access that Service and any Content will immediately cease. The following Sections shall survive any termination of these Terms of Service: 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability which you otherwise may have to ThinkUp or any third party.

13. Arbitration; Waiver of Class Actions

“We'll arbitrate instead of going to court for many disputes. We'll only resolve disputes on an individual basis.”

Any claim where (a) the total amount of the award sought by either you or ThinkUp is less than $10,000 and (b) that does not involve paten, copyrights, trademarks, trade secrets or moral rights, shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (w) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (x) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (y) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim; and (z) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding anything in this Agreement, (1) either party may seek remedies in small claims court of competent jurisdiction and (2) either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

Any claims brought by you or us must be brought in that party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor us will participate in a class action or class-wide arbitration for any claims covered by these Agreement. You hereby waive any and all rights to bring any claims related to these Agreement and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.

You may opt out of the agreement to arbitrate in the first paragraph of this Section 13 (“Agreement to Arbitrate”). If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your Account to which the opt-out applies and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out:

ThinkUp LLC. ATTN: Arbitration Opt-out, 220 East 23rd, Suite 601, New York, NY 10010, USA.

Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any change to the arbitration procedures (other than a change to any notice address or Site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from this Agreement, such termination shall not be effective until thirty (30) days after the version of this Agreement not containing the arbitration procedures is posted to our Services, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

In accordance with Section 12, this Section will survive the termination of your relationship with us.

14. Jurisdiction

“This agreement is covered by New York law. If there is a dispute between us not subject to arbitration, we'll handle it in New York.”

Before resorting to litigation, we strongly encourage you to contact us at help@thinkup.com to seek a resolution.

This Agreement shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against ThinkUp that isn't subject to mandatory arbitration under Section 14 must be resolved exclusively by a state or federal court located in New York County, New York, except as otherwise agreed by the parties. Each party agrees to submit to the personal jurisdiction of the courts located within New York County, New York for the purpose of litigating all such claims or disputes.

15. Special Provisions for users Located Outside of the United States

“We're in the United States, so we'll follow U.S. law.”

ThinkUp provides global products and services and enables a global community for individuals. ThinkUp's operations are, however, located in the United States, and ThinkUp's policies and procedures are based on United States law. As such, the following provisions apply specifically to users located outside of the United States: (1) you consent to the transfer, storage, and processing of your information, including but not limited to Subscriber Content and any personal information, to and in the United States and/or other countries; and (2) if you are using the Services from a country embargoed by the United States, or are on the United States Treasury Department's list of “Specially Designated Nationals,” you agree that you will not use the Services.

16. Miscellaneous

“This is the whole agreement between us.”

This Agreement, including as it may be modified from time to time as set forth in Section 2 above, constitutes the entire agreement between you and ThinkUp with respect to the subject matter hereof. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof and constitutes the entire and exclusive agreement between the parties. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by you except with ThinkUp's prior written consent. ThinkUp may assign this Agreement in whole or in part at any time without your consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind ThinkUp in any respect whatsoever. Any notice to ThinkUp that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to ThinkUp LLC., 220 East 23rd Street, Suite 601, New York, NY, 10010, Attn: Legal Department. ThinkUp may provide notices to you via e-mail to the e-mail address associated with your Account or by mail to your mailing address. The Services are provided by ThinkUp, LLC, which may be contacted at the mailing address above, by e-mail atteam@thinkup.com or by telephone at +1 646 833 8659.

17. Special Notice to California Residents

“The state of California makes us tell you this.”

If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.