Effective date: Jan 1, 2023
Welcome to Paragraph!
These Terms of Use are a binding contract between you and Paragraph Technologies Inc. ("we", "us", "our"). It contains the rules and restrictions that govern your use of Paragraph's products and services (referred to below simply as "Paragraph"). If you have any questions, comments, or concerns regarding these Terms or our products and services, please contact us at tos@paragraph.com.
Using Paragraph in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use Paragraph. These Terms include everything in this document, as well as those in the Privacy Policy and Content Guidelines. If you don't agree to all of the following, you may not use or access Paragraph in any manner.
You represent and warrant that you are of legal age to form a binding contract (or if not, that you've received your parent's or guardian's permission to use Paragraph and that your parent or guardian agrees to these Terms on your behalf).
If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" throughout this document refer to that organization or entity).
Creating an Account on Paragraph
You may be required to sign up for an account and select a password. You promise to provide us with accurate, complete, and up-to-date registration information about yourself.
You agree that you will only use Paragraph for your own personal or organizational use, and not on behalf of or for the benefit of any third party. You may not transfer your account to anyone else without our prior written permission.
You may not select as your Paragraph account name a name that you don't have the right to use, or another person's name with the intent to impersonate that person. Paragraph reserves the right to refuse registration of or cancel a Paragraph account name at its discretion.
Posting Content on Paragraph
First and foremost, you own what you create. Any original content you post, upload, share, store, or otherwise provide to Paragraph remains yours and is protected by copyright and any other applicable intellectual property laws.
That includes newsletters, subscriber lists, any other text or photos you upload to your publication on Paragraph, and any information that you provide to obtain a Paragraph username and account. It also includes any comments posted on any current or future discussion board features on Paragraph.
Anything posted, uploaded, shared, stored, or otherwise provided through Paragraph is referred to as a "Post" in these Terms. There are a few rules that apply to all Posts:
• Don't Infringe: Your Posts should not violate someone else's (including Paragraph's) rights. Don't copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any content not owned by you unless you have prior consent from the owner of that content.
• Limited License to Us: In order to display your Posts on Paragraph, and to allow other users to enjoy them, you grant us certain rights in your Posts:
• Operating Paragraph: You hereby grant Paragraph a license to translate, modify, reproduce, and otherwise act with respect to your Posts to enable us to provide, improve, and notify you about new features within Paragraph. You understand and agree that we may need to make changes to your Posts to conform and adapt those Posts to the technical requirements of networks, devices, services, or media, and this license includes the rights to do so. For example, we may need to modify your newsletter to make sure it is viewable on an iPhone as well as a computer.
• Public Posts: If you share a Post with other users on Paragraph, then you grant us the license above, as well as a license to display, perform, and distribute your Post. Also, you grant all other users of Paragraph a license to access the Post, and to use and exercise all rights in it, as permitted by the functionality of Paragraph.
• Term of License: You agree that the licenses you grant are royalty-free, perpetual, irrevocable, and worldwide. This is a license only – your ownership in Posts is not affected.
We reserve the right to remove any content from Paragraph at any time, for any reason (including, but not limited to, if someone alleges you contributed that content in violation of these Terms), in our sole discretion, and without notice.
Intellectual Property and Reporting Infringement
We respect others' intellectual property rights, and we reserve the right to delete or disable content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. You promise to abide by copyright notices, trademark rules, information, and other restrictions you may receive from us or that are posted on Paragraph.
You understand that we own Paragraph. These Terms don't grant you any right, title, or interest in Paragraph, or our trademarks, logos, and other intellectual property.
Acceptable Use Policy
You are responsible for all your activity in connection with Paragraph! Make sure that you use Paragraph in a manner that complies with the law. If your use of Paragraph is prohibited by applicable laws, then you aren't authorized to use Paragraph. We can't and won't be responsible for you using Paragraph in a way that breaks the law.
You also agree that you will not contribute any Post or otherwise use Paragraph in a manner that:
• Is fraudulent or threatening, or in any way violates Paragraph's Content Guidelines;
• Jeopardizes the security of your Paragraph account or anyone else's (such as allowing someone else to log into Paragraph as you, or sharing your account or password with someone);
• Attempts, in any manner, to obtain the password, account, or other security information of any other user;
• Violates the security of any computer network, or cracks any passwords or security encryption codes;
• Runs Maillist, Listserv, any form of auto-responder or "spam" on Paragraph, or any processes that run or are activated while you are not logged into Paragraph, or that otherwise interferes with the proper working of Paragraph (including placing an unreasonable load on Paragraph's infrastructure);
• "Crawls," "scrapes," or "spiders" any page, data, or portion of Paragraph (through use of manual or automated means);
• Copies or stores any significant portion of the content on Paragraph;
• Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to Paragraph.
Other Users and Third-Parties
Posts: Posts posted to Paragraph – including Publisher newsletters – are the sole responsibility of the person or organization from whom such content originated. You access all such content at your own risk. We aren't liable for any errors or omissions in any Post and you hereby release us from any damages or loss you might suffer in connection with a Post.
Other Users on Paragraph: Your interactions with organizations and individuals found on or through Paragraph, including payment for Publisher newsletters, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and individuals. You agree that Paragraph shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. We can't guarantee the identity of any users with access to Paragraph and are not responsible for which users gain access to our products and services.
Third-Party Content: Paragraph may contain links or connections to third party websites or services that are not owned or controlled by us. Paragraph has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites. You release and hold us harmless from any and all liability arising from your use of any third-party website or service.
In the event that you have a dispute with one or more other users of Paragraph or with a third party, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or Paragraph.
Limitation of Liability
To the fullest extent allowed by applicable law, under no circumstances and under no legal theory shall Paragraph, its licensors, or its suppliers be liable to you or to any other person for:
• Any indirect, special, incidental, or consequential damages of any kind, or
• Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us in connection with Paragraph in the twelve-month period preceding the applicable claim.
No Warranties
Paragraph is provided to you on an "as-is" basis. This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of Paragraph will be uninterrupted or error-free. Accordingly, we do not:
• Make any representations or warranties about any content contained in or accessed through Paragraph, and we will not be responsible for the accuracy, copyright compliance, legality, or decency of material contained on our products and services.
• Make any representations or warranties regarding suggestions or recommendations of products or services (including Publisher newsletters) offered or purchased through Paragraph. Products and services purchased or offered through Paragraph, including newsletters, are provided "as-is" and without any warranty of any kind from Paragraph.
Paid Subscriptions on Paragraph
If you publish newsletters through Paragraph, you are a Publisher. If you subscribe to Publisher newsletters, you are a Reader. Readers subscribe to newsletters directly through the Publisher's URL on Paragraph.
A Publisher may offer their newsletters for free or for a subscription fee, to be determined in the Publisher's discretion. Readers may choose to subscribe to Publisher newsletters on Paragraph and agree to incur any applicable subscription fees.
Publishers will set prices for their newsletters, and may change the prices at their sole discretion through their Publisher account, though no price changes shall apply retroactively.
In the event that a Reader has a dispute with a Publisher, you agree that Paragraph is under no obligation to become involved other than to direct any inquiries regarding a Publisher's newsletter to the appropriate Publisher pursuant to the Publisher Agreement. To learn more about how Paragraph manages its relationships with Publishers, you should check out the Publisher Agreement.
Terminating Your Account
Paragraph is free to terminate (or suspend access to) your use of Paragraph, or your account, for any reason at our discretion. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important Posts you may have uploaded to your account, but we may not do so if we determine it would be impractical, illegal, not in the interest of someone's safety or security, or otherwise harmful to the rights or property of Paragraph.
Paragraph also allows you to delete your account at any time. If you'd like to delete your account, you can do so from your account page. When you delete your account, any Posts associated with that account will also be deleted. However, any Post that you have made public may remain available.
You understand and agree that it may not be possible to completely delete your content from Paragraph's records or backups, and that your Posts may remain viewable elsewhere to the extent that they were copied or stored by other users. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using Paragraph.
You agree that some of the obligations in these Terms will be in force even after you terminate your account. All of the following terms will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, terms regarding disputes between us, and any other terms that, by their nature, should survive termination of these Terms.
If you have deleted your account by mistake, contact us immediately at tos@paragraph.com – we will try to help, but unfortunately, we can't promise that we can recover or restore anything.
Privacy on Paragraph
Paragraph takes your privacy very seriously. For the current Paragraph Privacy Policy, please click here.
The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children. We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for Paragraph or have collected personal information from a child under 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at tos@paragraph.com.
SMS Messaging
If you provide us your phone number, we may use an SMS message to verify your control of the phone number. Your carrier's message and data rates may apply to this SMS verification. We don't send text messages for other purposes, however, you can reply "HELP" for help, or "STOP" to opt out of receiving text messages. You can learn more about our use of phone numbers and SMS messages in our privacy policy.
Changes to Paragraph
We're always trying to improve Paragraph, so our products and services may change over time. We may suspend or discontinue any part of Paragraph, or we may introduce new features or impose limits on certain features or restrict access to parts or all of Paragraph. We'll try to give you notice when we make a material change to Paragraph that would adversely affect you, but this isn't always possible or practical.
Changes to the Terms
We are constantly trying to improve our products and services, so these Terms may need to change along with Paragraph. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means.
If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use Paragraph. If you use Paragraph in any way after a change to the Terms is effective and notice has been provided, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Violations of the Terms
Failure to follow any of these Terms shall constitute a breach of these Terms, which may result in immediate termination of your account. Paragraph has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Miscellaneous Terms
The above covers most of the questions that we typically receive about Paragraph. We have grouped provisions that come up less frequently below:
• Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold Paragraph, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) your use of Paragraph (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
• Assignment: You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Paragraph account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
• Choice of Law: These Terms are governed by and will be construed under applicable federal law and the laws of the State of California, without regard to the conflicts of laws provisions thereof.
• Arbitration and Class Action Waiver: Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco County, California, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, you and Paragraph Technologies Inc agree that all claims against the other can only be brought in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or other representative proceeding. We agree that arbitrators may not conduct any class, consolidated, or representative proceeding, and are limited to providing relief warranted by an individual party's claim.
• No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under these Terms.
• No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Paragraph Technologies Inc., and you do not have any authority of any kind to bind us in any respect whatsoever.
• Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
• Entire Agreement: You agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.