Platform Terms Of Use

Introduction

These Terms of Use apply when we are engaged by a company or other organization (our “Customer” or the “Organization”) to use the Platform to communicate with their employees and/or other invited users of the Organization’s unique instance of the Platform.

In addition to these Terms of Use, the Organization may provide you with additional policies and terms that are tailored to how our Platform is used by the Organization. We urge you to review any such additional policies and terms, and to contact your Organization should you have any questions.

By accessing or using the Platform, you signify that you have read, understood, and agree to be bound by these Terms of Use (“TOU” or “Terms”). Your use of is also subject to our Platform Privacy Policy, which covers how we collect, use, share, and store your personal information, as well as, any additional policies and terms provided by your Organization.

We reserve the right to amend these Terms, our Privacy Policy at any time and without notice. When we update these Terms, we will revise the “Effective Date” date above and post the new Term online, make it available through the Platform, and communicate it to the Organization. The Organization will be responsible for notifying you, and may elect to do so through the Platform, or we will notify you if the Organization instructs us to do so. We encourage you to regularly check back on this page to ensure you are up to date with any changes. If you object to any changes, you may close your account. Your continued use of the Platform after we publish or send a notice about our changes to these Terms means that you are consenting to the updated Terms.

You must be 18 or over to register, sign-up, or use the Platform. We ask that anyone under 18 not use the Platform or submit any information to us.

Overview of the Platform

The Dynamic Signal Platform is a cloud-based Employee Communication and Engagement platform hosted and operated by DySi that enables an Organization to communicate with you, other employees and/or individuals authorized (collectively, “Users”) by the Organization to use the Platform.

How it works?  An Organization (e.g. your employer) contractually engages DySi to establish a unique instance on our Platform. The Organization’s Platform instance is accessible through a website and a mobile app where Users may view and comment on Organization-related content such as information about products, services, events and other content chosen and posted onto the Platform by the Organization (“Organization Content”), and where Users may view such content, potentially share it with other Users or outside the Platform and provide comments and other Organization permitted user content. The Organization can enable the Platform to connect your social networking site – e.g. Facebook, YouTube, Linkedin, Twitter, etc. (“Social Network Site” or “SNS”) – with your User account, but only with your express consent, which you may withdraw at any time.

The Organization (e.g. your employer) controls the Organization Content and other information collected from you when your account is created. To that end, we have signed an agreement with your Organization that defines how this information should be used and, we only will use information it according to this agreement (the “customer agreement”).

Your Organization also defines the scope of the community in its unique instance of our Platform (“Community”), and some Organizations opt to include a larger community beyond their own employees (for example, business partners or alumni). You may request more information on what subgroups are a part of your Community from the Organization you are associated with. Only those in your Community can view other User profiles and feeds on the Organization’s instance of the Platform.

Use of the Platform

Your use of the Platform, as authorized by your Organization, is subject to these Terms, as well as any additional policies and terms provided by your Organization.  DySi reserves all rights not expressly granted herein. DySi or your Organization may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Platform without notice and liability, if, in their respective determination, you violate any of these Terms.

By providing DySi your email address you consent to our using the email address to send you Platform-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages relevant to your use of the Platform. Within your User settings, you may select the particular types of notifications you receive through the Platform; however, you will always continue to receive emails or push notifications that are relevant to and a necessary part of your use of the Platform.

User Content

In your use of the Platform, you may upload, post, provide, publish, display, comment on, like, link to or otherwise make content available via the Platform (collectively, “User Content”).  You grant to the Organization, and to us, a worldwide, transferable and sublicensable right to copy, modify, distribute, display, and process all of the User Content you make available via the Platform, including but not limited to making your User Content available to other Users within Platform, without any further consent, notice and/or compensation to you or others.

You are solely responsible for the User Content that you available via the Platform. You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy and your choices (including settings). You understand that any User Content you make available may be viewed by and accessible to all Users of the Platform.

You can end this license for specific content by deleting such content from the Platform, or generally by closing your account, except (a) to the extent it has been shared with others as part of the Platform and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems. Please note, content you create and share on the Platform may remain on the Platform and be accessible even if you deactivate or terminate your User account. In this way, content you provide on the Platform is similar to other types of content (such as letters, emails, presentations or memos) that you may generate in the course of your interactions with other parties. Please see the Platform Privacy Policy for more information about account and content deletion.

In addition, notwithstanding anything to the contrary, DySi may use and distribute statistics based on your use of the Platform for its internal purposes as described in the Platform Privacy Policy. By submitting suggestions or other feedback regarding any of our services, you agree that we can use and share (but does not have to) such feedback for any purpose without compensation to you.

You agree that we are acting behalf of the Organization and only acting as a passive conduit for your online distribution and publication of the Organization Content and your and other Users’ User Content. DySi is not responsible for policing the Platform or any Company or User Content. DySi does not and will not have any obligation to review Company or User Content, and therefore we do not guarantee the accuracy, integrity, or quality of Company or User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable Company or User Content will not appear on our Platform. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Company or User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Platform, is solely your responsibility. DySi is not responsible for any public display or misuse of your User Content. We do, however, to the extent permitted by law, reserve the right to review any or all User Content in our sole discretion and reserve the right to remove any User Content, in whole or in part. UNDER NO CIRCUMSTANCES WILL DYNAMIC SIGNAL BE LIABLE IN ANY WAY FOR ANY USER CONTENT POSTED ON OR MADE AVAILABLE THROUGH A SITE BY YOU OR ANY OTHER USER.

Service Usage Restrictions

You agree that you will:

1. Abide by and comply with these Terms;
2. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, and regulatory requirements;
3. Comply with all terms of use and similar rules concerning your use of any SNS or other third-party publishing platform;
4. Provide accurate information to us and keep it updated;
5. Use your real name on your profile;
6. Use the Platform in a professional manner.

You agree that you will not:

1. Act in an unlawful or unprofessional manner in connection with the Platform, including being dishonest, abusive or discriminatory;
2. Post User Content that infringes upon any rights of any third party, including but not limited to any intellectual property rights, privacy rights, and rights of publicity;
3. Post User Content that:
   1. is harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, airing personal grievances or disputes, or otherwise inappropriate or objectionable;
   2. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, or physical or mental illness;
   3. may create a risk of any other loss or damage to any person or property;
   4. may constitute or contribute to a crime or tort;
   5. contains any information or content that is illegal;
   6. contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
   7. contains any information or content that is not correct or current. You agree, represent, and warrant that you have the right to post your User Content, and the User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property, rights of publicity, and privacy rights.

4. Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer));
5. Copy, use, disclose or distribute any information obtained from the Platform, whether directly or through third parties (such as search engines), without the consent of DySi, except for the sharing of Company or User Content made specifically available for sharing through the Platform;
6. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission;
7. Violate the intellectual property or other rights of DySi;
8. Post anything that contains software viruses, worms, or any other harmful code;
9. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology;
10. Attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform;
11. Take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
12. Upload invalid data, viruses, worms, or other software agents through the Platform;
13. Create a false identity, impersonate another person or otherwise misrepresenting who you are or your affiliation with a person or entity;
14. Create a User profile for anyone other than yourself;
15. Use or attempt to use another’s account;
16. Interfere with the proper working of the Platform;
17. Use the Platform to generate spam, advertising, junk mail, chain letters or similar content or message;
18. Bypass the measures we may use to prevent or restrict access to the Platform.
19. Override any security feature of the Platform;
20. Interfere with the operation of, or place an unreasonable load on, the Platform (such as, spam, denial of service attack, or viruses);
21. Use or launch any automated system, including without limits, “robots,” “spiders,” “offline readers,” etc., that accesses the Platform in a manner that sends more request messages to the DySi servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
22. Collect or harvest any personally-identifiable information, including user or account names, from the Platform;
23. Use any portion of the Platform as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;
24. Solicit contact information or other personal information from Users you don’t know, without authorization;
25. Rent, lease, loan, trade, sell/re-sell access to the Platform or related data;
26. Sell, sponsor, or otherwise monetize the Platform;
27. Remove any copyright, trademark or other proprietary rights notices contained in or on the Platform;
28. Monitor the Platform’s availability, performance or functionality for any competitive purpose;
29. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform;
30. Overlaying or otherwise modifying the Platform or their appearance; or
31. Use the Platform for tasks that it is not intended for.

Our Proprietary Rights

Except for your User Content and Organization Content, the Platform and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “DySi Materials”), and all intellectual property rights related thereto, are the exclusive property of DySi and its licensors. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Platform. Use of the DySi Materials on the Platform for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit feedback, comments, questions, and other information about the Platform, including without limitation about how to improve the Platform or our other products. By submitting any such comments, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place DySi under any fiduciary or other obligation, that we are free to disclose your comments on a non-confidential basis to anyone or otherwise use them without any additional compensation to you. You acknowledge that, by acceptance of your submission, DySi does not waive any rights to use similar or related ideas previously known to DySi, or developed by its employees, or obtained from sources other than you.

Mobile Apps

To use the Mobile Apps you must have a mobile device that is compatible with the Mobile Apps. DySi does not warrant that the Mobile Apps will be compatible with your mobile device. DySi hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Apps for one DySi account on one mobile device owned or leased solely by you, for your personal use. You acknowledge that DySi may from time to time issue upgraded versions of the Mobile Apps, and may automatically electronically upgrade the version of the Mobile Apps that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this TOU will apply to all such upgrades.

If you use our Mobile Apps or interact with a website that has deployed a plugin, you agree that information about you and your use of the Platform, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing DySi plugins that load in your browser may be communicated to us.

Further, by importing any of your data through the Mobile Apps, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your DySi account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing DySi through your mobile access provider. Therefore, you should check with your provider to find out if the Platform is available and the terms for these Platforms for your specific mobile devices. Finally, by using any downloadable application to enable your use of the Platform, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the Mobile App provided at download or installation, or as may be updated from time to time.

The following applies to any Mobile Software you acquire from the iTunes Store (“iTunes-Downloaded Software”): You acknowledge and agree that this TOU is solely between you and DySi, not Apple, and that Apple has no responsibility for the iTunes-Downloaded Software or content thereof. Your use of the iTunes-Downloaded Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Downloaded Software. In the event of any failure of the iTunes-Downloaded Software to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the iTunes-Downloaded Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Downloaded Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this TOU and any law applicable to DySi as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Downloaded Software or your possession and/or use of the iTunes-Downloaded Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Downloaded Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this TOU and any law applicable to DySi as provider of the software. You acknowledge that, in the event of any third-party claim that the iTunes-Downloaded Software or your possession and use of that iTunes-Downloaded Software infringes that third party’s intellectual property rights, DySi, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this TOU. You and DySi acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this TOU as relates to your license of the iTunes-Downloaded Software, and that, upon your acceptance of the terms and conditions of this TOU, Apple will have the right (and will be deemed to have accepted the right) to enforce this TOU as relates to your license of the iTunes-Downloaded Software against you as a third-party beneficiary thereof.

Social Networking Sites (SNS)

As part of the functionality of the Platform, your Organization may allow you to link your User account with various online accounts you have with certain Social Network Sites to our Platform. As a User, you will then have the option to link your SNS to our Platform. Once connected, the SNS will send us your user profile (including profile photo, handle name) and analytics information about the posts you share on their platform, such as how many people potentially see a post, the number of responses generated by your content, and information about the activity related to your post, including responses and identity of individuals who interact with such content. This information may then be viewable by the Organization and us. Your SNS profile photo and handle name may also be viewable by other Users in your Community. We do not collect passwords to your SNS, as that information is confirmed by the SNS separate from our Platform. Certain SNS permit sharing without linking to our platform. In these cases, the information collected may be a subset of the above. By linking your SNS to our Platform, you are granting the Organization and us permission to access and collect the limited data described above.

Third-Party Websites, Advertisers and Services

The Platform may contain links to third-party websites or advertisers, as well as certain third-party services that your Organization may integrate with the Platform such as your Organization’s human resource or information management systems (collectively “Third-Party Services”). We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third-Party Services. If you access a Third-Party Service from DySi, you do so at your own risk, and you understand that these Terms and DySi Privacy Policy do not apply to your use of such sites. Additionally, your dealings with or participation in promotions of advertisers found on DySi, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that DySi will not be responsible for any loss or damage of any sort relating to your dealings with such advertisers or any Third-Party Service. We encourage you to be aware of when you leave the Platform, and to read the terms and conditions and privacy policy of any Third-Party Service that you visit.

Indemnity

You agree to defend, indemnify, and hold harmless DySi and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Platform; (ii) your violation of any of these Terms, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, rights of publicity or any intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content you submit; or (vi) any other party’s access and use of the Platform with your unique username, password or other appropriate security code.

No Warranty

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DYNAMIC SIGNAL AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT ANY CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS; THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

DYNAMIC SIGNAL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND DYNAMIC SIGNAL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DYNAMIC SIGNAL, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS PLATFORM. UNDER NO CIRCUMSTANCES WILL DYNAMIC SIGNAL BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNT YOU HAVE PAID US IN THE PAST THREE (3) MONTHS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DYNAMIC SIGNAL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM; AND/OR (VII) ANY CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DySi HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

General

The laws of the State of California will govern these Terms, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in San Francisco County, California for the purpose of litigating all such claims.

We may notify you via postings on our website, via email, or any other means to the contact address you provide to us.

You may not assign or transfer any rights and licenses granted hereunder.

These Terms, and any other additional terms incorporated by reference herein or that expressly incorporate these Terms, constitute the entire agreement between you and DySi regarding the subject matter hereof. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and DySi’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Please contact us at legal@firstup.io with any questions regarding these Terms.