Terms of service

OVERVIEW

Welcome to Germ – we’re glad you’re here. We’ve designed our software, policies, and company according to the values of accessibility, autonomy, and utility. Our mission is to help you communicate in healthy ways so that you can speak your truth, nurture your communities, and protect your wellbeing. This document describes the Terms and Conditions governing your use of Germ.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

These Terms of Service constitute an agreement (this “Agreement”) by and between Germ Network, Inc., a Delaware public benefit corporation (“Company”) and the individual executing this Agreement (“User”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” or starts using the Services (as defined below) (the “Effective Date”). Customer’s use of and Vendor’s provision of Vendor’s Services are governed by this Agreement and by the Company’s Privacy Policy available here.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT.

  1. Service.  Company has developed an end-to-end encrypted messenger to allow users to connect and communicate securely (the “Software, “Messenger” or “Services”). Company grants User a non-exclusive, worldwide, fully paid up license to use its proprietary Software, including any improvements or modifications thereto solely for its intended purposes as described herein. 

  2. Ownership. The Software and all related intellectual property rights (whether or not registered) shall remain the exclusive property of Company.  Under no circumstances shall User (i) share login information for the Software (or its hosting location) with any third party, (ii) modify or reverse engineer the Software or (iii) sell, license, distribute, or otherwise transfer to a third party or encumber the Software without Company’s prior written consent. User hereby grants Company a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) User communicates to Company during the Term, without compensation, without any obligation to report on such use, and without any other restriction. Company’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses under copyright, patent, and any other form of intellectual property. Feedback will not be considered User’s confidential information or its trade secret. “Feedback” refers to any suggestion or idea for modifying, correcting or improving any of the Company’s products or services.

  3. License to Use Customer Data. Company’s collection and use of data is governed by Company’s Privacy Policy.

  4. No Warranty.  THE SOFTWARE IS PROVIDED “AS IS”, AND COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  5. Limitation of Liability.  UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF COMPANY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHER LEGAL THEORY, EXCEED ONE HUNDRED DOLLARS ($100).

  6. Miscellaneous and Entire Agreement.  The parties are independent contractors, and nothing in this Agreement is intended to or shall create any agency, partnership or joint venture relationship between them.  This Agreement shall be governed by the laws of the State of California.  Neither party may assign this Agreement or any of its rights or obligations hereunder without the other party’s prior written consent, except in connection with any merger, consolidation, reorganization, sale or similar transaction of the assigning party in which the surviving entity is not a direct competitor of the non-assigning party.  The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.  This Agreement constitutes the entire Agreement between Company and User with respect to the subject matter hereof and not be modified without the prior written consent of both parties.

  7. Changes to this Agreement and the Services. Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Company. Company will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Company may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.

  8. No Rights of Third Parties. None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

  9. Contacting Us. If you have any questions about this Agreement or about the Services, please contact us by email at hello@germ.network.

  10. Termination and Suspension

    Unless otherwise agreed to in writing between you and Company, either party may terminate this Agreement for any or no cause, at any time.  You may cancel and delete your account on the Messenger at any time by using the features on the Messenger to do so (if applicable and available). After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of this Agreement which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of this Agreement and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.

    We reserve the right to refuse the Services to anyone for any reason at any time.  Company may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice.  If Company terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

    Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Company reserves the right to take appropriate legal action.

    Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Company is not liable to you for any modification or discontinuance of all or any portion of the Services. Company has the right to restrict anyone from completing registration as a user if Company believes such person may threaten the safety and integrity of the Services, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.

    Following the termination or cancellation of your account on the Messenger, Company reserves the right to delete all your data, in the normal course of operation. Your data cannot be recovered once your account is terminated or cancelled.

Last Modified: September 22, 2023