Last Updated: June 11, 2021
Switchboard Labs, LLC (“SBL” “we,” or “us”) operates the Switchboard mobile app and related website (the “Service”). By downloading the Service, creating a Service account, indicating your assent to these Terms of Service (this “Agreement”) in any way (e.g., by clicking “I Agree” or a similar mechanism), or by otherwise accessing and using the Service, you accept and agree to be bound by all of the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, do not use or access the Service.
Please note that this Agreement contains provisions that govern how claims you and SBL have against each other are resolved (see Section 13 (Limitation of Liability), Section 17 (Dispute Resolution), and Section 18 (Choice of Law and Forum) below). It also contains an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the agreement to arbitrate in accordance with Section 17(D). Unless you opt-out: (A) you will only be permitted to pursue claims against SBL on an individual basis, not as part of any class or representative action or proceeding and (B) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
CONTENTS
1. Who May Use the Service
You must be at least 18 years old to use the Service. Use is void where prohibited. By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
2. License to Use the Service
SBL grants you a limited, non-exclusive license to download, access and use the Service for your own personal purposes. This license is personal to you and may not be assigned or sublicensed to anyone else.
Except as expressly permitted by SBL in writing, you may not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Service. Nor will you take any measures to interfere with or damage the Service. Unless otherwise indicated, the Service, including logos, designs, texts, graphics, pictures, data, software, and other files are the property of SBL, its licensors, or users, and are protected by law. All rights not expressly granted by SBL are reserved.
Additionally, you will not attempt to use the Service to access or allow access to emergency services, including any kind of service that connects you to emergency services personnel or public safety answering points, such as 9-1-1.
3. Registration; Payment
To use the Service, you must register an account with SBL. Account registration will only be permitted on the Service website. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to take all reasonable precautions to prevent unauthorized access to, or use of, the Service, and agree to immediately notify SBL of any unauthorized use of your account, or any other breach of security. SBL is not liable for any loss or damage arising from: (a) your failure to protect your username or password, or (b) unauthorized use of your account. As between SBL and you, you are also solely responsible for all use and for all acts and omissions of anyone authorized by you to access to the Service on your behalf (“End Users”). If you are accessing and using the Service on behalf of an individual or entity that has entered into a separate customer agreement with SBL, you agree that your use of the Service is subject to the terms of such separate customer agreement.
In order to access certain projects made available by the Service, you may be required to provide a unique project passcode to us, which will be provided to you by a project administrator. You represent and warrant that you have all necessary authority and permissions to access all projects for which you provide a passcode.
We reserve the right to decline to provide the Service to any person for any or no reason. If and when you register with or provide information to SBL, you agree to: (A) provide accurate, current, and complete information as prompted (including without limitation your contact information), and (B) maintain and update your information to keep it accurate, current, and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate this Agreement and your use of the Service. By providing SBL with your email address or other contact information, you consent to our use of this information to send you Service-related notices and other administrative notices, including without limitation any notices required by any applicable law or regulation.
To use certain portions of the Service, you may need to share your payment information with us and our partners, such as certain third-party service providers, payment networks, participating merchants and payment processors (collectively, “Third-Party Partners”). You authorize us and the Third-Party Partners retained by us to obtain, provide, receive and use your payment information to process your payments and track and view transactions you’ve made with the Service.
4. Privacy
Your privacy rights are set forth in our Switchboard Privacy Policy (the “Privacy Policy”), which forms a part of this Agreement. Please review the Privacy Policy to learn about:
SBL reserves the right to modify the Privacy Policy in its discretion from time to time. Continued use of the Service after any such changes shall constitute your consent to such changes.
5. Licenses Granted by You
You grant SBL and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from any data, information, content, or other materials that you upload to or transmit through the Service (your “Content”). In addition, you waive any so-called “moral rights” in your Content. You further grant all users of the Service permission to view your Content for their personal purposes. If you make suggestions to SBL on improving or adding new features to the Service, SBL shall have the right to use your suggestions in any manner and for any purpose, without any compensation to you.
6. Code of Conduct; Prohibited Activities
You are responsible for your use of the Service and you must behave in a civil and respectful manner at all times. When using the Service, you will adhere to the requirements set forth in the Switchboard Acceptable Use Policy available at https://myswitchboard.com/usepolicy.html (the “Acceptable Use Policy”). The Acceptable Use Policy is incorporated by reference into this Agreement. SBL reserves the right to modify the Acceptable Use Policy in its discretion from time to time. Continued use of the Service after any such changes shall constitute your consent to such changes.
SBL does not have, and does not undertake, any obligation to prescreen, monitor, edit, or remove any Content posted on the Service. However, we retain the right (but not the obligation), in our sole discretion and for any reason, to prescreen, monitor, edit, remove, or move Content posted on the Service. SBL has no obligation to retain or provide you with copies of your Content, nor does SBL guarantee any confidentiality with respect to your Content. SBL has the right (but not the obligation), at our sole discretion, to refuse to publish, remove, or block access to any Content, at any time and for any reason, with or without notice.
7. Term and Termination; Account Deletion
This Agreement begins on the date you first use the Service and continues until terminated in accordance with the provisions hereof.
SBL may suspend, disable, or delete your account (or any part thereof) if SBL determines, in its sole discretion, that (a) you have violated any provision of this Agreement or the Acceptable Use Policy; (b) that your conduct or Content would tend to damage SBL’s reputation or goodwill; or © providing the Service or any portion thereof is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Service. If SBL deletes your account for any of the foregoing reasons, you may not re-register under a different name.
Upon termination of this Agreement, all licenses granted by SBL will terminate. In the event of account deletion for any reason, Content that you submitted may no longer be available. SBL shall not be responsible for the loss of any such Content.
8. Disclaimers; Limitation of Liability
To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Service, and no warranties shall apply after such period.
9. Content; Your Obligations
You instruct us to use and disclose Content as necessary to (a) provide the Service consistent with this Agreement and our Privacy Policy, including detecting, preventing, and investigating security incidents, fraud, spam, or unlawful use of the Service and (b) respond to any technical problems or your queries and ensure the proper working of the Service. You acknowledge that the Internet and telecommunications providers’ networks are inherently insecure. Accordingly, you agree we are not liable for any changes to, interception of, or loss of Content while in transit via the Internet or a telecommunications provider’s network.
You are solely responsible for the use of the Service under your account, including the quality and integrity of Content that you publish or display (hereinafter, “post”) on the Service, transmit to other users, otherwise make available through use of the Service. You will not post on the Service, or transmit to other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to SBL or to any other user. If information provided to SBL, or another user, subsequently becomes inaccurate, misleading or false, you will promptly notify us of such change. You will not transfer, resell, lease, license, or otherwise make available the Service to third parties or offer them on a standalone basis.
Your use of the Service, including but not limited to the Content you post on the Service, must be in accordance with any and all applicable laws and regulations, including privacy and data protection laws and applicable rules established by the Federal Communications Commission. To the extent you provide to any other user, any telephone numbers, street addresses, last names, URLs, email addresses, or other information from which you may be identified and/or located, you do so at your own risk and you acknowledge and agree that we shall have no liability or obligation with respect to any third party use of the same.
You must use the Service only in accordance with this Agreement, our Acceptable Use Policy, and applicable law or regulation. You must use your best efforts to prevent unauthorized access to or use of the Service and notify us promptly of any such unauthorized access or use. You must also provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers.
10. Your Representations and Warranties
For any and all Content that you submit, you represent and warrant that: (a) you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide Content to us for use and disclosure pursuant to this Agreement and the Privacy Policy and to make Content available to third parties; (b) SBL will not need to obtain licenses from any third party or pay royalties to any third party for the use of your Content or in connection with your use of the Service; © the Content does not infringe any third party’s rights, including intellectual property rights and privacy rights; (d) the Content complies with this Agreement and all applicable laws; and (e) you will adhere to the Acceptable Use Policy.
11. Indemnification
You will indemnify, defend, and hold harmless SBL and its affiliates, directors, officers, employees, and agents, from and against all third party actions that: (a) arise from your use, or End User’s use of, and activities on the Service; (b) assert a violation by you, or End User, of any term of this Agreement or the Acceptable Use Policy; or © assert that any Content you, or End User, submitted to the Service violates any law or infringes any third party right, including any intellectual property or privacy right.
12. Third Party Copyrights and Other Rights; Copyright Policy
SBL respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that the Content they upload to the Service do not infringe any third-party rights, including intellectual property rights.
SBL will promptly remove materials in accordance with the Digital Millennium Copyright Act (“DMCA”) if properly notified that the materials infringe a third party’s copyright. In addition, SBL may, in appropriate circumstances, terminate the accounts of repeat copyright infringers.
DMCA Takedown Notice
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:
You may submit this information via:
Email: info@myswitchboard.com
Offline: SBL’s Copyright Agent (see below)
DMCA Counter-notification
If you believe that your material has been removed by mistake or misidentification, please provide SBL with a written counter-notification containing the following information:
You may submit this information via:
Email: info@myswitchboard.com
Offline: SBL’s Copyright Agent (see below)
Please note that we will provide complete counter-notifications to the person making the DMCA claim. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the disabled materials. Until that time, your materials will remain disabled.
Warning In filing a DMCA notice or counter-notification, please make sure that you have complied with all of the above requirements. If we request additional information necessary to make DMCA your notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of the requirements, your notification or counter-notification may not be processed.
In addition, please make sure that all of the information you provide is accurate. UNDER SECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.
If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512©(3) of the U.S. Copyright Act, 17 U.S.C. § 512©(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.
SBL’s Copyright Agent
You may send a DMCA notice, a DMCA counter-notification, or any inquiries concerning intellectual property to SBL’s Copyright Agent:
Switchboard Labs, LLC
Attn: Copyright Agent
2001 K St NW
Washington, DC 20006
United States
Email: info@myswitchboard.com
Other Complaints
You may send non-copyright complaints to:
Switchboard Labs, LLC
Complaints Department
2001 K St NW
Washington, DC 20006
United States
Email: info@myswitchboard.com
13. Dispute Resolution and Arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER; TIME LIMITATION OF CLAIMS
A. Binding Arbitration. You and SBL both agree that any and all disputes or claims arising out of or relating in any way to the Service or any other SBL products or services, including without limitation any question regarding the existence, validity, or termination of the Agreement as well as any issue regarding the interpretation of this Section 13, will be resolved by binding arbitration before a sole arbitrator (rather than in court), except that you may assert claims in small claims court if your claims qualify and SBL may pursue a collection action against you in court. This also includes any claims that arose before you accepted the Agreement, regardless of whether prior versions of the Agreement required arbitration. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) and federal arbitration law apply to this arbitration agreement.
B. Neutral Arbitrator. Arbitration uses a neutral arbitrator instead of a judge and jury. An arbitrator can award on an individual basis the same damages and relief as a court (including without limitation injunctive and declaratory relief or statutory damages) and must follow the terms of the Agreement as a court would. Arbitration procedures allow for more limited discovery, and court review of an arbitration award is limited.
C. Notice If you have a dispute and elect to seek arbitration or file a claim in small claims court, you must first send to SBL, by certified mail, a written notice of your claim that (i) describes the nature and basis of the claim or dispute; (ii) sets forth the specific relief sought; and (iii) includes a physical address and email address where you may be reached (“Notice”). The Notice must be addressed to: SBL LLC, Attn: Legal Department, 2001 K St NW
Washington, DC 20006
United States (“Notice Address”). You may download or copy a form Notice at www.adr.org. If SBL and you do not reach an agreement to resolve the claim within sixty (60) days after the Notice is received, you or SBL may commence an arbitration proceeding or file a claim in small claims court.
D. Initiation of Arbitration. You may download or copy a form to initiate arbitration at www.adr.org.
E. Consumer Arbitration Rules. The arbitration will be governed by the AAA’s then current Consumer Arbitration Rules, as modified by the terms of the Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In the event of any conflict between the terms of the Agreement and the AAA Consumer Arbitration Rules, the terms of the Agreement will apply.
F. Fees Each party will bear its own fees in connection with the arbitration, including without limitation the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at any arbitration hearing.
G. Hearings. If your claim is for US $25,000 or less, you and SBL agree that you may choose whether the arbitration will be conducted solely on the basis of documents or through a telephonic hearing. You may also request an in-person hearing, which the arbitrator may grant at his or her discretion. If the arbitrator grants an in-person hearing, such hearing will be conducted either at a mutually agreed location or a location determined by the AAA or the arbitrator. In such an in-person hearing, the parties, or any of their witnesses, have the right to participate remotely by way of videoconference or some similar means. If your claim exceeds US $25,000, the right to a hearing will be determined by the arbitrator. All in-person hearings will be held in the District of Columbia.
H. No Class Action. You and SBL agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, representative, consolidated, or mass action. Neither you nor SBL may join or consolidate claims by or against a third party or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. If this provision is found to be unenforceable, then the entirety of this Section 13 shall be null and void.
I. Confidentiality. Any arbitration will be confidential. Neither you, SBL, the AAA, nor the arbitrator may disclose the existence, content (including any oral or written submissions), or results of any arbitration, except as may be required by applicable laws or regulations or for purposes of enforcing or challenging of the arbitration award.
J. Opt-Out. You may opt out of this dispute resolution procedure by providing written notice to SBL at the Notice Address no later than thirty (30) calendar days from the date of your purchase of SBL products or services (or date of first use, in the case of free products or services). Opting out of this dispute resolution procedure will not otherwise affect the coverage or applicability of the Agreement or your ability to purchase or use SBL products or services in any way.
K. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with SBL and this Agreement must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
14. General Provisions
GOVERNING LAW: This Agreement shall be governed by the laws of the State of Delaware, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
DISPUTES: Without limiting Section 13 of this Agreement, your relationship with us and the Service will be governed by, and construed and interpreted in accordance with, the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware without regard to conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to Section 13, the parties irrevocably consent to bring any action to enforce this Agreement in the courts for the District of Columbia, and you consent to the exclusive jurisdiction of the courts for the District of Columbia.
EXPORT CONTROLS: Our Service, including any software we may provide in connection with our Service, may be subject to applicable U.S. export control laws and economic sanctions regulations. In receiving our Service, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to the Service, and to the extent consistent with this Agreement, to obtain any necessary license or other authorization to export, re-export, or transfer such software or our other aspects of the Service. These laws include restrictions on destinations, End Users, and end use. Without limitation, you may not transfer any such software or other aspect of our Service without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce’s List of Denied Persons, Entity, or Unverified List, and the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List). You represent that you are not on a U.S. government exclusion list or under the control of or an agent for any entity on such a list, and you further warrant that you will immediately discontinue use of our software and Service if you become placed on any such list or under the control of or an agent for any entity placed on such a list.
INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by SBL in exercising any right hereunder will waive any further exercise of that right. SBL’s rights and remedies hereunder are cumulative and not exclusive.
SUCCESSORS; ASSIGNMENT; NO THIRD-PARTY BENEFICIARIES: This Agreement is binding upon and shall insure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without SBL’s prior written consent. No third party shall have any rights hereunder.
NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from SBL electronically. SBL may provide all such communications by email or by posting them on the Service. Support-related inquiries or notices of a legal nature (such as a subpoena) may be sent to us at info@myswitchboard.com or the following address:
Switchboard Labs, LLC
Legal Department
2001 K St NW
Washington, DC 20006
United States
Nothing herein shall limit SBL’s right to object to subpoenas, claims, or other demands.
ASSIGNMENT: You shall not assign, transfer, delegate or subcontract any of your rights or delegate any of your obligations under this Agreement without the prior written consent of SBL. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve you of any of its obligations under this Agreement. SBL may freely assign and subcontract its obligations under this Agreement, whether in whole or in part, without your consent.
MODIFICATION; ENTIRE AGREEMENT
The terms of this Agreement may be modified at any time, for any reason, and at our sole discretion. You should review this Agreement periodically to be aware of and understand any changes. A revised version of this Agreement will be effective as of the date it is posted. Notwithstanding the foregoing, in the event we make a material change to this Agreement, we will provide you with notice of such change by posting a notice on our website, after which your access and use of the Service shall be subject to the updated version of this Agreement. This Agreement constitutes the entire understanding between SBL and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.