Last modified: May 14, 2020
Welcome to Ghost!
From time to time, we may provide different or additional terms and conditions in connection with some of our Services (“Additional Terms”). For example, additional terms may apply to our subscription or membership agreements, or to our sale of products to you. In such cases, those Additional Terms will become part of your agreement with us if you use those Services. In the event of a conflict between the Additional Terms and these Terms, the Additional Terms will control for that conflict unless specified otherwise.
These Terms may change from time to time. Your continued use of our Services after we make changes is deemed to be acceptance of those changes, so please check these Terms periodically for updates. Where required by law, we will provide notice and/or obtain your consent to make these changes.
If you have any questions about these Terms or our Services, please reach out to us at email@example.com.
1. Eligibility and Account Set-Up
Our Services are not intended for children under 18 years of age. If you are under 18 years of age, you may not use our Services. Although our Services may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, or are appropriate or available for use outside of certain jurisdictions. Ghost reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Services is void where prohibited. If you choose to access the Services from areas where the offer, purchase and/or use of such features, products or services is prohibited, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
You represent and warrant to us that all information you provide to us in connection with the Services is and will be complete, accurate and truthful.
Certain features, products or services offered on or through the Services may require you to open an account or register for our Services. If you create an account or register for any of our Services, you are solely responsible and liable for maintaining the security and confidentiality of your access credentials and for restricting access to the devices from which you access our Services and for all activity under your account. Usernames and passwords must be personal, unique and not offensive, and must not violate the rights of any person or entity. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your account information and for updating and maintaining it to keep it current and accurate. You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security by contacting firstname.lastname@example.org, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer or assign your account or any account rights.
We do not review or audit the accounts for authenticity and satisfaction of our stated eligibility criteria, and are not responsible for any unauthorized accounts that may appear on the Service. For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice.
The Services and all of their content, including the text, images, graphics, visual interfaces, photographs, videos, sounds, music, artwork, illustrations, page layout, computer code and other content contained therein (collectively, the “Content”) and the intellectual property rights associated with the Services, including all copyrights, patents, trademarks, service marks, trade names, trade dress and other intellectual property rights therein (collectively, “Intellectual Property”) are owned or controlled by Ghost, our licensors or certain other third parties and are protected under both United States and foreign laws to the fullest extent possible. Except as explicitly permitted in these Terms, all rights in and to the Services, the Content and the Intellectual Property are reserved by us or our licensors. Ghost owns the copyright in the selection, coordination, compilation, assembly, arrangement, and enhancement of the Content on the Services.
“Ghost” and our other marks, graphics, logos, product or service names, slogans, page headers, button icons, scripts and the look and feel of the Services are trademarks or trade dress of Ghost and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos included or referenced on the Services and not owned by Ghost are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Ghost. Reference to any such products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
3. User Content; Feedback
Our Services may permit you to create, post, store and submit content (“User Content”) to us, including, without limitation, on or via the Services, or by means other than the Services, including without limitation via customer service correspondence or our social media pages and accounts. Except for the license you grant below, you retain all rights in and to your User Content, as between you and Ghost.
You may not create, post, store or share any User Content that violates these Terms (including, without limitations, the restrictions set forth in Section 4 below) or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of, or cause injury to, any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
Any feedback (for example, questions, comments, reviews, photos, ideas, suggestions, works, or other information) about Ghost or our features, products or services that you post, submit, or otherwise communicate to us, whether orally or in writing, is non-confidential and will become the sole property of Ghost. You hereby assign to Ghost all right, title and interest in and to such feedback, including, without limitation, all intellectual property rights in and to such feedback. You agree that Ghost will be entitled to use and disseminate, without restriction, such feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
4. Limited Right to Use Services and Content; Restrictions
Subject to your strict compliance with these Terms and any applicable Additional Terms, as well as your payment of any applicable fees, Ghost grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and make personal, non-commercial use of the Services and Content. Any use of the Services other than as specifically authorized in these Terms, without our prior written consent, is strictly prohibited and will automatically terminate the license granted by Ghost herein. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THESE TERMS ARE RESERVED AND RETAINED BY GHOST AND ITS LICENSORS AND CERTAIN OTHER THIRD PARTIES.
You agree not to violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services.
You agree further that you will not: (a) sell, resell or otherwise use our Services or Content for commercial or political purposes (including, without limitation, for purposes of advertising, collecting product prices, or engaging in practices that may be competitive with Ghost or its Affiliates); (b) impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity; (c) reverse engineer, decompile, disassemble, attempt to reconstruct, identify or discover any aspect of our Services or Content, or do anything that might discover any source code, underlying ideas, underlying user interface techniques, or algorithms used in our Services by any means whatsoever; (d) use any data mining method, rover, bot, robot, spiders, crawler, spyware, engine, device software or similar data gathering or extraction methods designed to monitor, scrape, extract, gather, copy or distribute data or Content from our Services; (e) attempt to interfere with, bypass or circumvent any measures of features (including any digital rights management mechanism, device or other access control measure) employed to prevent or limit use of or access to any part of our Services; (f) attempt to gain unauthorized access to the Services, devices, other computer systems or networks connected to the Services; (g) modify our Content or Services, any source or object code or any other software or other products, services, or processes accessible through any portion of the Services, or to create any derivative works based upon our Services or Content; (h) develop or use any applications that interact with our Services without our prior written consent; (i) send, distribute, or post spam, unsolicited or bulk electronic communications or chain letters; (j) remove any proprietary rights notices or markings from our Services or Content; (k) copy, reproduce, distribute, publish, publicly perform or display, disseminate, distribute, broadcast, retransmit, circulate, archive, sell, lease, rent or exchange, our Content and Services, except as expressly authorized by us; (l) engage in any activity that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or could damage, harm, disable, overburden or impair the Services or otherwise negatively affect Ghost or other users of the Services; (m) use any meta tags or any other “hidden text” utilizing any Intellectual Property; (n) harvest or otherwise collect or store any information about other users of the Services; (o) engage in any activities through or in connection with the Services (including by sharing User Content) that aim to do harm to any individuals or entities or that are unlawful, fraudulent, offensive, violent, abusive, predatory, threatening, harassing, pornographic, suggestive, indecent, lewd, lascivious, obscene, invasive of privacy or publicity rights, violative of any third-party’s rights, or otherwise objectionable to Ghost, in Ghost’s sole discretion, (p) use the Content or Services in a manner that suggests an unauthorized association with any of our licensors’ products, services, or brands; or (q) otherwise violate, or promote the violation of, these Terms or any applicable Additional Terms.
5. Availability of Our Services
Our Services may be interrupted, including for maintenance, upgrades, or network or equipment failures. We may, in our sole discretion and without advance notice or liability, immediately suspend or discontinue the availability of some or all of our Services, in whole or in part and for any or no reason. We are not responsible for any loss or harm related to your inability to access or use our Services.
6. Third-Party Content
Our Services may allow you to access, use or interact with third-party websites, apps, content and other products and services. Any links to or integrations with third-party services from our Services are for your convenience and do not signify our endorsement of such third parties or their products, content, services or websites. We have no control over, do not monitor or review, and are not responsible for, these third-party services or their content. Your access to and use of such third-party services are at your own risk. Please be aware that these Terms do not govern such third-party services, and we encourage you to read the terms and conditions that are applicable to such third-party services.
You agree that, in connection with these Terms or any applicable Additional Terms, we may provide you notices or respond to you by mail or to your email address, or in any other manner reasonably selected by us.
If you need to send any legal notices to us, you must direct them to the addresses listed below:
Ghost Locomotion Inc.
Attention: Legal Department
900 Villa Street
Mountain View, CA 94041
Or via email:
Your use of our Services is at your sole risk. Except as otherwise provided in writing by us, our Services are provided on an “as is”, “as available”, and “with all faults” basis, without warranties or representations of any kind, either express or implied. To the fullest extent permitted by law, Ghost and its subsidiaries, affiliates, and each of its and their respective employees, directors, officers, shareholders, agents, vendors, licensors, contractors, successors and assigns (collectively, the “Ghost Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise related to these Terms, the Services or the Content.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED IN THESE TERMS OR THE ADDITIONAL TERMS, THE GHOST PARTIES HEREBY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL COMPONENTS. NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY GHOST PARTIES OR THEIR SUPPLIERS WITH RESPECT TO A PHYSICAL PRODUCT SOLD BY GHOST PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW.
Although we strive to describe our products or services offered on the Services accurately, we do not guarantee that such specifications or services are accurate, complete, reliable, current or error-free. Furthermore, while we attempt to ensure that your use of our Services is secure and safe, we cannot and do not represent that our Services or servers are free of viruses or other harmful components. You expressly assume the entire risk as to the quality and performance of the Services. Additionally, we do not guarantee that any of our products, which are currently under development, will ever become commercially available to the public, or that versions that are made available for sale to the public will have the same specifications or performance as our development-stage products. Our products may be subject to other restrictions and requirements under applicable law, and you are solely responsible for researching what legal restrictions and requirements may apply to your purchases from us.
9. Limitation of Liability
To the fullest extent permitted by applicable law, under no circumstances will any of the Ghost Parties be responsible or liable under any theory of liability, whether based in tort, contract, negligence, strict liability, warranty, or otherwise, for any damages of any kind arising from the use of the Services, including but not limited to direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation, loss of profits, unless otherwise specified in writing by Ghost. The foregoing limitations apply even if any of the events or circumstances giving rise to such damages were foreseeable and even if the Ghost Parties were advised of or should have known of the possibility of such losses or damages.
Except as otherwise required by applicable law, if, notwithstanding the other provisions of these Terms, any of the Ghost Parties is found to be liable to you for any damages or losses which arise out of or are in any way connected to these Terms or your use of the Services, the total aggregate liability of the Ghost Parties for any and all such claims, regardless of the form of action, is limited to the aggregate amount you have paid, if any, to use our Services hereunder.
To the fullest extent permitted by applicable law, you will indemnify, defend (if requested by Ghost), and hold harmless the Ghost Parties from and against any and all losses, liabilities, claims, demands, damages, judgments, investigations, fines, penalties, settlements, interest, expenses (including attorneys’ fees), or other costs (collectively, “Claims”) that directly or indirectly arise from or are related to any claim, suit, action, demand or proceeding made or brought against any of the Ghost Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (a) your access to or use of our Services, or your conduct or activities in connection with the Services, (b) your User Content or other feedback; (c) your violation or alleged violation of these Terms or the Additional Terms; (d) your violation or alleged violation of any laws, rules, regulations, orders, codes, statutes or ordinances of any governmental or quasi-governmental authorities in connection with your use of our Services or your conduct in connection with our Services; (e) information or material transmitted through you or through your account or devices, even if not submitted by you, that violates, infringes, or misappropriates the rights of another (including but not limited to intellectual property rights, publicity or privacy rights); or (f) any misrepresentation made by you. You agree to promptly notify the Ghost Parties of any third-party Claims, cooperate with the applicable Ghost Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims. Notwithstanding the foregoing, the Ghost Parties retain the right to assume the exclusive defense and control of any Claims and have the exclusive right to settle such Claims. You will not settle any Claims without, in each instance, the prior written consent of the relevant Ghost Party. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Ghost or the other Ghost Parties.
11. Dispute Resolution
Any dispute, claim or controversy arising out of or relating in any way to these Terms, the Additional Terms, your use of the Services, or any products or services offered or sold by Ghost through the Services, shall be determined by final and binding arbitration in San Francisco, California, USA before one arbitrator, rather than in court; provided, however, that the Ghost Parties may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Either Ghost or you may submit the dispute to arbitration by sending written notice of intent to do so to the other party.
The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be a confidential proceeding, closed to the general public, and the existence of the arbitration proceeding shall also remain confidential; provided, however, that a party may disclose information relating to the arbitration proceeding to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers who are subject to confidentiality obligations as restrictive as those herein. Judgment on the award may be entered in any court of competent jurisdiction. This clause shall not preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Both Ghost and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, collective, representative, private attorney general or similar action. If, for any reason, a claim proceeds in court rather than in arbitration, both Ghost and you waive any right to a jury trial. As permitted by applicable law, if you claim that you have incurred any losses, damages or injuries in connection with your use of the Services, then such losses, damages, or injuries will not be deemed irreparable or sufficient to entitle you to injunctive or other equitable relief of any kind.
12. Governing Law
All disputes arising out of or relating to these Terms, the Additional Terms, or the use of the Services, are governed by the laws of the State of California, USA, without reference to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or enforcement of these Terms or the Additional Terms. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§1 et seq.).
These Terms and any applicable Additional Terms may change from time to time. Unless we specify otherwise, the updated Terms or Additional Terms will be effective immediately, and your continued use of the Services after we make changes will be deemed to constitute acceptance of those changes. As such, please check these Terms and any applicable Additional Terms periodically for updates. If you do not agree to such updated terms, you must stop using our Services. Where required by law, we will provide notice and/or obtain your consent to make these changes.
Severability. If any provision of these Terms or any applicable Additional Terms is held to be invalid, unlawful, void, or unenforceable in any jurisdiction, that provision shall be deemed severable from these Terms or the applicable Additional Terms, as the case may be, and shall not affect the enforceability or validity of the remaining provisions. Such holding also will not invalidate or render unenforceable such provision in any other jurisdiction.
Interpretation. These Terms and any applicable Additional Terms will be interpreted according to the fair meaning of their terms, and no rule of interpretation that disfavors the party drafting such terms will apply to their interpretation.
Export Compliance. You are responsible for complying with all applicable trade regulations and laws, whether foreign or domestic. Except as authorized by U.S. law, you agree and warrant not to export or re-export the software to any country, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
Integration. These Terms and any applicable Additional Terms reflect the entire agreement between the Ghost and you concerning the Services and supersede all prior and contemporaneous oral and written agreements, commitments and understandings concerning the Services. Ghost will not accept counter-offers to these Terms, and all such offers are hereby categorically rejected.
Waiver. No delay or failure by you or Ghost to enforce strict compliance with any provision of these Terms or any applicable Additional Terms will operate as a waiver of that right or any other right, power, or remedy. A waiver of any right granted under these Terms or any applicable Additional Terms on one occasion will not constitute a continuing waiver or operate to waive that right on any other occasion.
Assignment. Ghost may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without Ghost’s prior written consent.