Corporate Terms of Service
Thank you for choosing Nextjournal for your company's business needs. Please read our Corporate Terms of Service agreement carefully before accessing or using Nextjournal. Because it is such an important contract between us and our customers, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.
Some basic terms, defined in a way that will help you understand this agreement. Refer back up to this section for clarification.
B. Account Terms
These are the basic requirements of having an account on Nextjournal.
C. Acceptable Use
These are the basic rules you must follow when using your Nextjournal account.
D. User-Generated Content
You own the content you post on Nextjournal. However, you have some responsibilities regarding it, and we ask you to grant us some rights so we can provide services to you.
E. Private Repositories
This section talks about how Nextjournal will treat content you post in private repositories.
F. Copyright Infringement
This section talks about how Nextjournal will respond if you believe someone is infringing your copyrights on Nextjournal.
G. Intellectual Property Notice
This describes Nextjournal's rights in the website and service.
H. Additional Terms for Nextjournal Pages
We have a few specific rules for content hosted using Nextjournal Pages.
I. Third Party Applications
We have a few rules for creating apps for other users and another set of terms for GitHub Marketplace.
J. Advertising on Nextjournal
If you want to promote your content on Nextjournal, this section lays out some rules you must follow.
You are responsible for payment. We are responsible for billing you accurately.
L. Cancellation and Termination
You may cancel this agreement and close your account at any time.
M. Communications with Nextjournal
We only use email and other electronic means to stay in touch with our users. We do not provide phone support.
N. Disclaimer of Warranties
We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
O. Limitation of Liability
Situations where either of us will be liable to the other for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement are limited. Please read this section carefully; it limits our obligations to you.
P. Release and Indemnification
You are fully responsible for your and your Users' use of the service.
Q. Changes to these Terms of Service
We may modify this agreement, but we will give you 30 days' notice of changes that affect your rights.
Please see this section for legal details including our choice of law.
Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There's not going to be a test on it, but it's still useful information.
The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Corporate Terms of Service” or the "Terms") and all other operating rules, policies (including the Nextjournal Privacy Statement, available at https://nextjournal.com/nextjournal/privacy) and procedures that we may publish from time to time on the Website. Most of our site policies are available at https://nextjournal.com/nextjournal/terms.
The “Service” refers to the applications, software, products, and services provided by Nextjournal.
The “Website” refers to Nextjournal’s website located at Nextjournal.com, and all content, services, and products provided by Nextjournal at or through the Website. It also refers to Nextjournal-owned subdomains of Nextjournal.com. Occasionally, websites owned by Nextjournal may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.
"Customer", “You,” and “Your” refer to the company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions. Special terms may apply for business or government accounts (See Section B(7): Additional Terms).
"User" refers to the individual who has visited or is using the Website or Service on your behalf; that accesses or uses any part of the account on your behalf; or that directs the use of the account in the performance of their functions on your behalf. All Users must be at least 13 years of age. "Other Users" refers to the individuals, not including your Users, who visit or use the Website or Service. “Users” and “Other Users” are collectively referred to as “All Users”.
“Nextjournal,” “We,” and “Us” refer to Nextjournal, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
An "Account" represents your legal relationship with Nextjournal. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on Nextjournal. A "Corporate Account" refers to an Account created by a User on behalf of an entity, such as a company, non-profit organization, or group. A Corporate Account may include an Enterprise Cloud subscription or a Team plan. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of Organizations.
“Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by All Users. "Your Content" is Content that you create, own, or to which you are the rights holder.
B. Account Terms
Short version: User Accounts and Organizations have different administrative controls; a human must create your Account; the creator and Users of your Account must be 13 or over; you must provide a valid email address; and you may not have more than one free Account. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.
1. Account Controls
Users. All Users retain ultimate administrative control over their User Accounts and the Content within them. Nextjournal’s Standard Terms of Service govern All Users’ use of Nextjournal, except with respect to Users' activities under this Agreement.
Organizations. You have ultimate administrative control over any Organization created on your behalf and User-Generated Content posted to the repositories within those Organizations, subject to these Terms. You can manage User access to the Organization’s data and projects. Within the Service, you must designate one or more User Accounts as “owners” who are delegated administrative control of the Organization, but this designation does not supersede your ultimate administrative rights over the Organization. This Agreement will govern the use of your Organization.
2. Required Information
You must provide a valid email address and your company’s name in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you upgrade to a paid Account. Please see the section on Payment for information about paid Accounts.
3. Corporate Terms Applicability
The Corporate Terms of Service Agreement applies only if you are entering into an agreement with Nextjournal on behalf of an entity, such as a company, non-profit organization, or group. If you are entering into an agreement with Nextjournal as an individual, you should not sign this Agreement; please use the Nextjournal Terms of Service Agreement. To the extent these terms conflict with any other terms you've accepted for use of Nextjournal.com, these terms will govern with respect to any work you do on Nextjournal on behalf of Customer.
If you are entering into this Agreement on behalf of an entity, you represent that you are authorized to enter into the Agreement and bind the entity to these Terms.
4. Corporate Account Association
If you would like to associate your Organization with a Corporate Account, we will do our best to confirm that association based on the information you provide to us. The more information you provide, the better able we will be to confirm that association. Information that helps us confirm a company's association with an Account includes: the name of the business included at the time of acceptance of these Terms, the payment information, and the email addresses associated with the Account. In the event that you do not provide sufficient information for us to confirm your company's association with the Account, association will be determined by the email addresses and security settings within your Account settings.
5. Corporate Account Requirements
You must create a User Account before you can create a Corporate Account. We have a few simple rules for individual Accounts on Nextjournal:
You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted. We do permit machine Account:
A machine account is an Account set up by an individual human who accepts the Terms on behalf of the Account, provides a valid email address, and is responsible for its actions. A machine account is used exclusively for performing automated tasks. Multiple users may direct the actions of a machine account, but the owner of the Account is ultimately responsible for the machine's actions. You may maintain no more than one free machine Account in addition to your free User Account.
One person or legal entity may maintain no more than one free Account (if you choose to control a machine account as well, that's fine, but it can only be used for running a machine).
You may not create an Account for the use of any User under the age of 13. While we are thrilled to see brilliant young coders get excited by learning to program, we must comply with United States law. Nextjournal does not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User’s Account immediately. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws.
Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid organization Account may only provide access to as many User Accounts as its subscription allows.
Overall, the number of Users accessing Organizations associated with your Corporate Account must not exceed the number we have authorized for your Corporate Account.
6. User Account Security
You are responsible for keeping your Account secure while using Nextjournal. We offer encryption tools to help you maintain your Account's security, but the content of your Account and its security are up to you.
You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account).
You are responsible for maintaining the security of its Account and password. Nextjournal cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You will promptly notify Nextjournal if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.
7. Additional Terms
In some situations, third parties' terms may apply to your use of Nextjournal. For example, you may be a member of an organization on Nextjournal with its own terms or license agreements; you may download an application that integrates with Nextjournal; or you may use Nextjournal to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.
If you are a government User or otherwise accessing or using any Nextjournal Service in a government capacity, this Government Amendment to Nextjournal Terms of Service applies to you, and you agree to its provisions.
If you have signed up for Nextjournal Enterprise Cloud, the Enterprise Cloud Addendum applies to you, and you agree to its provisions.
C. Acceptable Use
Short version: Nextjournal hosts a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.
1. Compliance with Laws and Regulations
Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your and your Users' use of the Service is in compliance with laws and any applicable regulations.
2. Content Restrictions
You agree that under no circumstances will you or your Users upload, post, host, or transmit any content that:
is unlawful or promotes unlawful activities;
is or contains sexually obscene content;
is libelous, defamatory, or fraudulent;
is discriminatory or abusive toward any individual or group;
contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or
infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.
3. Conduct Restrictions
While using Nextjournal, you agree that under no circumstances, will you or your Users:
harass, abuse, threaten, or incite violence towards any individual or group, including Nextjournal employees, officers, and agents, or Other Users;
use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
attempt to disrupt or tamper with Nextjournal's servers in ways that could harm our Website or Service, to place undue burden on Nextjournal's servers through automated means, or to access Nextjournal's Service in ways that exceed your authorization;
impersonate any person or entity, including any of our employees or representatives, including through false association with Nextjournal, or by fraudulently misrepresenting your identity or site's purpose; or
violate the privacy of any third party, such as by posting another person's personal information without consent.
4. Services Usage Limits
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Nextjournal's express written permission.
Scraping refers to extracting data from our Website via an automated process, such as a bot or webcrawler. You may scrape the website for the following reasons:
Researchers may scrape public, non-personal information from Nextjournal for research purposes, only if any publications resulting from that research are open access.
Archivists may scrape Nextjournal for public data for archival purposes.
You may not scrape Nextjournal for spamming purposes, including for the purposes of selling Other Users' personal information, such as to recruiters, headhunters, and job boards.
All use of Nextjournal data gathered through scraping must comply with the Nextjournal Privacy Statement.
Misuse of Other Users' Personal Information is prohibited.
Any person, entity, or service collecting data from Nextjournal must comply with the Nextjournal Privacy Statement, particularly in regards to the collection of User Personal Information (as defined in the Nextjournal Privacy Statement). If you collect any User Personal Information from Nextjournal, you agree that you will only use the User Personal Information you gather for the purpose for which the Other User has authorized it. You agree that you will reasonably secure any User Personal Information you have gathered from Nextjournal, and you will respond promptly to complaints, removal requests, and "do not contact" requests from Nextjournal or Other Users.
7. Excessive Bandwidth Use
If we determine your bandwidth usage to be significantly excessive in relation to Other Users, we reserve the right to suspend your Account or throttle your file hosting until you can reduce your bandwidth consumption.
8. User Protection
You agree not to engage in activity that significantly harms Other Users. We will resolve disputes in favor of protecting All Users as a whole.
D. User-Generated Content
Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close Accounts if we need to.
1. Responsibility for User-Generated Content
You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you or your Users post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.
2. Nextjournal May Remove Content
We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any Nextjournal terms or policies.
3. Ownership of Content, Right to Post, and License Grants
You retain ownership of and responsibility for Your Content. If you're posting anything you or your Users did not create yourselves and on your behalf, or do not own the rights to, you agree that you and your Users are responsible for any of that Content; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.
Because you retain ownership of and responsibility for Your Content, we need you to grant us — and Other Users — certain legal permissions, listed in Sections D.4 — D.7. These license grants apply to Your Content. If you upload Content that already comes with a license granting Nextjournal the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.7. The licenses you grant to us will end when you remove Your Content from our servers, unless Other Users have Remixed it.
4. License Grant to Us
We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you or those you choose to show it to; parse it into a search index or otherwise analyze it on our servers; share it with Other Users you choose to share it with; and perform it, in case Your Content is something like music or video. We need these rights for both public and private repositories, because these rights are necessary for providing the Service.
This license does not grant Nextjournal the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.
5. License Grant to Other Users
Any User-Generated Content you or your Users post publicly, including issues, comments, and contributions to Other Users' repositories, may be viewed by others. By setting your articles to be viewed publicly, you agree to allow Other Users to view and "remix" your articles (this means that Other Users may make their own copies of Content from your articles in articles they control).
If you set your pages and articles to be viewed publicly, you grant Other Users of Nextjournal a nonexclusive, worldwide license to use, display, and perform Your Content through the Nextjournal Service and to reproduce Your Content solely on Nextjournal as permitted through Nextjournal's functionality (for example, through remixing). You may grant further rights if you adopt a license and specify that license in the header of the article. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to Other Users.
6. Contributions Under Article License
Whenever you make a contribution to an article containing notice of a license, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supersede.
Isn't this just how it works already? Yep. This is widely accepted as the norm in the open-source community; it's commonly referred to by the shorthand "inbound=outbound". We're just making it explicit.
7. Moral Rights
You retain all moral rights to Your Content that you or your Users upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise.
To the extent this agreement is not enforceable by applicable law, you grant Nextjournal the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.
E. Private Repositories
Short version: You may have access to private repositories. We treat the content of private repositories as confidential, and we only access it for support reasons, with your consent, or if required to for security reasons.
1. Control of Private Repositories.
Some Accounts, such as paid Accounts, may have private repositories, which allow the User to control access to Content.
2. Confidentiality of Private Repositories.
Nextjournal considers the contents of private repositories to be confidential to you. Nextjournal will protect the contents of private repositories from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.
Nextjournal employees may only access the content of your private repositories in the following situations:
With your consent and knowledge, for support reasons. If Nextjournal accesses a private repository for support reasons, we will only do so with the owner’s consent and knowledge.
When access is required for security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability and resilience of Nextjournal's systems and Service.
You may choose to enable additional access to your private repositories. For example:
You may enable various Nextjournal services or features that require additional rights to Your Content in private repositories. These rights may vary depending on the service or feature, but Nextjournal will continue to treat your private repository Content as confidential. If those services or features require rights in addition to those we need to provide the Nextjournal Service, we will provide an explanation of those rights.
If we have reason to believe the contents of a private repository are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private repositories.
F. Copyright Infringement
If you believe that content on our website violates your copyright, please contact us. If you are a copyright owner and you believe that content on Nextjournal violates your rights, please contact us at firstname.lastname@example.org. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
We will terminate the Accounts of repeat infringers of this policy.
G. Intellectual Property Notice
Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.
1. Nextjournal's Rights to Content
2. Nextjournal Trademarks and Logos
If you’d like to use Nextjournal’s trademarks, you must follow all of our trademark guidelines.
3. License to Nextjournal Policies
This Agreement is licensed under this Creative Commons Zero license.
H. Additional Terms for Nextjournal Pages
Short version: The Nextjournal Pages hosting service is subject to certain rules, in addition to the rest of the Terms.
Each Nextjournal Account comes with access to the Nextjournal static hosting service. This hosting service is intended to host static web pages for All Users. Nextjournal Pages are subject to some specific bandwidth and usage limits, and may not be appropriate for some high-bandwidth uses or other prohibited uses.
Nextjournal reserves the right at all times to reclaim any Nextjournal subdomain without liability.
I. Third Party Applications
Short version: You need to follow certain rules if you create an application for Other Users, and there are additional Terms that cover the Marketplace.
1. Creating Applications
If you create a third-party application or other developer product that collects User Personal Information or User-Generated Content and integrates with the Service through and make it available for Other Users, then you must comply with the following requirements:
You must comply with this Agreement and the Nextjournal Privacy Statement.
Except as otherwise permitted, such as by law or by a license, you must limit your usage of the User Personal Information or User-Generated Content you collect to that purpose for which the User has authorized its collection.
You must take all reasonable security measures appropriate to the risks, such as against accidental or unlawful destruction, or accidental loss, alteration, unauthorized disclosure or access, presented by processing the User Personal Information or User-Generated Content.
You must provide Users with a method of deleting any User Personal Information or User-Generated Content you have collected through Nextjournal after it is no longer needed for the limited and specified purposes for which the User authorized its collection, except where retention is required by law or otherwise permitted, such as through a license.
J. Advertising on Nextjournal
Short version: We do not generally prohibit use of Nextjournal for advertising. However, we expect our users to follow certain limitations, so Nextjournal does not become a spam haven. No one wants that.
1. Nextjournal Pages
We offer Pages sites primarily as a showcase for personal and organizational projects. Some monetization efforts are permitted on Pages, such as donation buttons and crowdfunding links.
2. Nextjournal Repositories
Nextjournal Articles are intended to host Content. You may include static images, links, and promotional text in your Articles, but they must be related to the project you are hosting on Nextjournal.
You may not advertise in Other Users' Articles, such as by posting monetized or excessive bulk content in issues.
3. Spamming and Inappropriate Use of Nextjournal
Short version: You are responsible for any fees associated with your use of Nextjournal. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.
Our pricing and payment terms are available at Nextjournal.com/pricing (unless otherwise negotiated by both parties and stated in an order form). If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.
2. Upgrades, Downgrades, and Changes
We will immediately bill you when you upgrade from the free plan to any paying plan.
If you change from a monthly billing plan to a yearly billing plan, Nextjournal will bill you for a full year at the next monthly billing date.
If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately.
You may change your level of service at any time by going into your Billing settings. If you choose to downgrade your Account, you may lose access to Content, features, or capacity of your Account. Please see our section on Cancellation for information on getting a copy of that Content.
3. Billing Schedule; No Refunds
For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months or partial years of service, downgrade refunds, or refunds for months or years unused with an open Account; however, the service will remain active for the length of the paid billing period.
In order to treat everyone equally, no exceptions will be made.
By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for Nextjournal.
5. Responsibility for Payment
You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Nextjournal any charge incurred in connection with your use of the Service. If you dispute the matter, contact Nextjournal. You are responsible for providing us with a valid means of payment for paid Account. Free Accounts are not required to provide payment information.
L. Cancellation and Termination
Short version: You may close your Account at any time. If you do, we'll treat your information responsibly.
1. Account Cancellation
It is your responsibility to properly cancel your Account with Nextjournal. You can cancel your Account at any time by going into your Settings in the global navigation bar at the top of the screen. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel Accounts in response to an email or phone request.
2. Upon Cancellation
We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your repositories within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled.
We will not delete Content that you have contributed to Other Users' repositories or that Other Users have remixed.
Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after any Account closure, suspension, or downgrade. You must make this request within 90 days of closure, suspension, or downgrade.
3. Nextjournal May Terminate
Nextjournal has the right to suspend access to all or any part of the Website or your Account at any time, with or without cause, with or without notice, effective immediately.
Nextjournal has the right to terminate your Account at any time, with or without cause, upon 30 days advance notice or if your Account has been suspended for more than 90 days.
All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
M. Communications with Nextjournal
Short version: We use email and other electronic means to stay in touch with our users.
1. Electronic Communication Required
For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
2. Legal Notice to Nextjournal Must Be in Writing
Communications made through email or Nextjournal Support's messaging system will not constitute legal notice to Nextjournal or any of its officers, employees, agents or representatives in any situation where notice to Nextjournal is required by contract or any law or regulation. Legal notice to Nextjournal must be in writing and served on Nextjournal's legal agent.
3. No Phone Support
Nextjournal only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.
N. Disclaimer of Warranties
Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
Nextjournal provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
Nextjournal does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.
O. Limitation of Liability
To the maximum extent permitted by applicable law, each party's total cumulative liability to the other party or any third party under this Agreement from all causes of action and all theories of liability will be limited to and will not exceed the fees you've actually paid us during the 24 months preceding the claim giving rise to such liability.
You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from
the use, disclosure, or display of your User-Generated Content;
your use or inability to use the Service;
any modification, price change, suspension or discontinuance of the Service;
the Service generally or the software or systems that make the Service available;
unauthorized access to or alterations of your transmissions or data;
statements or conduct of any third party on the Service;
any Other User interactions that you input or receive through your use of the Service; or
any other matter relating to the Service.
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
P. Release and Indemnification
1. Customer’s Indemnification
You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.
Subject to the limitations above, you agree to indemnify us and us hold harmless from and against any and all third party claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Nextjournal (a) promptly gives Customer written Notice of the claim, demand, suit or proceeding.; (b) gives Customer sole control of the defense and settlement of the claim, demand, suit, or proceeding (provided that Customer may not settle any claim, demand, suit, or proceeding unless the settlement unconditionally releases Nextjournal of all liability); and (c) provides to Customer all reasonable assistance, at Customer’s expense.
If you have a dispute with one or more Users, you agree to release Nextjournal from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, provided that Nextjournal (i) promptly gives you written notice of the claim, demand, suit or proceeding; (ii) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Nextjournal of all liability); and (iii) provides to you all reasonable assistance, at your expense.
2. Nextjournal’s Indemnification
We’ll defend or settle, at our option and expense, any third-party claim brought against you to the extent that it’s based on an allegation that Nextjournal’s service infringes a copyright or misappropriates a trade secret of any third party (each, a “Claim”), and, subject to Section O, above, Limitation of Liability, we’ll pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify us in writing of any such Claim as soon as reasonably practicable and allow us to control, and reasonably cooperate with us in the defense of, any such Claim and related settlement negotiations.
You understand that we’ll have no obligation to indemnify you for any claim (1) if the total aggregate fees received by Nextjournal with respect to your subscription to the services in the 12 month period immediately preceding the claim is less than US $50,000; (2) if the services are modified by any party other than Nextjournal, but solely to the extent the alleged infringement is caused by such modification; (3) if the services are used in combination with any services, software, or equipment without prior written authorization by Nextjournal, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of the services; (5) to any Claim arising as a result of (y) your Content (or circumstances covered by your indemnification obligations in this Section P (Release and Indemnification: Customer’s Indemnification)) or (z) any third-party deliverables or components contained with the services; or (6) if you settle or make any admissions with respect to a claim without Nextjournal’s prior written consent.
If your use of the services is, or in our reasonable opinion is likely to be, subject to a Claim under this Section P, we may, at our sole option and at no charge to you (and in addition to our indemnity obligation to you in this Section P): (i) procure for you the right to continue using the services; (ii) replace or modify the services so that they are non-infringing and substantially equivalent in function to the original services; or (iii) if options (i) and (ii) above are not commercially practicable in our reasonable estimation, we can terminate these Terms of Service.
Q. Changes to These Terms
Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.
We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service. You can view all changes to these Terms in our Site Policy repository.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.
1. Governing Law
Except to the extent applicable law provides otherwise, this Agreement between you and Nextjournal and any access to or use of the Website or the Service are governed by the federal laws of Germany without regard to conflict of law provisions. You and Nextjournal agree to submit to the exclusive jurisdiction and venue of the courts located in Berlin, Germany.
Nextjournal may assign or delegate these Terms of Service and/or the Nextjournal Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your business or assets, subject to Notice to Nextjournal, you may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.
3. Section Headings and Summaries
Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
4. Severability, No Waiver, and Survival
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Nextjournal to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
5. Amendments; Complete Agreement
This Agreement may only be modified by a written amendment signed by an authorized representative of Nextjournal, or by the posting by Nextjournal of a revised version in accordance with Section Q. Changes to These Terms. These Terms of Service, together with the Nextjournal Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Nextjournal relating to the subject matter of these terms, including any confidentiality or nondisclosure agreements.
If you publicly display the name of your company or organization on your Account or otherwise publicly display its trademarks or logos on your profile page, you allow us to use your company's or organization's name to identify you as a Nextjournal customer in our promotional materials. You may revoke this permission by hiding your company or organization name from public display and notifying us in writing to stop using your organization's name in our promotional materials. However, Nextjournal will have no obligation to remove or recall any prior use or distribution of the promotional materials.