Copyright Notice, Terms of Use

Terms of Use

Last updated: 9/30/2018

This Agreement (the “Agreement”) is between 3Rail LLC (“3Rail”) and You (including your agents and affiliates), a user of a copy of 3Rail’s software.

Definitions

1. “Application” means any Squarespace website in which You incorporate the Software in accordance with this Agreement.

2. The “Software” means the specific product, including its edition and version, purchased from 3Rail.

Perishability; Updates; Support

The Software’s operation is subject to changes to the Squarespace platform. Such changes do occur, occur without notice, and may render the Software and Your Application partially or entirely inoperable. Such changes are outside the control of 3Rail, and 3Rail makes no representation that the Software will be compatible with such changes. You agree that You are not entitled to any updates to the Software. The development, availability and price of updates to the Software are entirely at 3Rail’s discretion. You are entitled to use updates or a copy of a later version of the Software that 3Rail, in writing, explicitly authorizes you to use. You agree that You are not entitled to support for the Software and that any support provided is entirely at 3Rail’s discretion. Use of 3Rail software in your Application falls outside the scope of Squarespace support.

Domain/Subdomain-Specific Operation

Your copy of the Software will be “locked” to the domain or subdomain You provide to 3Rail at time of purchase (for example, mydomain.com or mysiteid.squarespace.com), and will operate on that specific domain/subdomain only. Changing the domain/subdomain of Your Application to a different domain/subdomain will render the Software inoperable. Once your copy of the Software has been made available to You by 3Rail, that copy of the Software cannot be changed to operate with any other domain/subdomain. Use of the Software on a different domain/subdomain will require You to obtain an additional copy of the Software.

Cancellation; Refunds

You may cancel an order that 3Rail has not yet processed by contacting 3Rail and supplying a copy of the order confirmation. Refund requests which are made after Your order has been processed by 3Rail are handled on a case by case basis and are issued at 3Rail’s sole discretion. Refund requests, if any, must be made within fourteen (14) days of Your original purchase. If a refund is issued, you must permanently delete any and all copies of the Software, including email copies, that were received in relation to the refunded order.

Disclaimer of Warranties

THE SOFTWARE AND ACCOMPANYING DOCUMENTATION, IF ANY, PROVIDED HEREUNDER IS PROVIDED “AS IS”. 3RAIL HAS NO OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR MODIFICATIONS.

TO THE EXTENT PERMITTED BY LAW, 3RAIL DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE OR YOUR APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO.

Limitation of Liabilities

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL 3RAIL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE CODE IT PRODUCES OR ANY OTHER SUBJECT MATTER RELATING TO THIS AGREEMENT, EVEN IF 3RAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, 3RAIL’S ENTIRE LIABILITY WITH RESPECT TO ANY SUBJECT MATTER RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.

Indemnification

You agree to indemnify, hold harmless, and defend 3Rail and its owners, officers, agents, and affiliates from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from: (i) Your use of the Software; (ii) the use of Your Application; (iii) Your modification of the Software’s source code; or (iv) Your accepting support, warranty, indemnity, or additional liability for your application.

Choice of Law and Arbitration

This Agreement is governed by the laws of the State of Michigan (notwithstanding conflicts of laws provisions), and all parties irrevocably submit to the jurisdiction of the state or federal courts of the State of Michigan and further agree to commence any litigation which may arise hereunder in the state or federal courts located in the judicial district of Kalamazoo, Michigan. The UN Convention on Contracts for the International Sale of Goods is expressly excluded.

Assignment

This Agreement may be assigned by 3Rail in whole or in part and will inure to the benefit of 3Rail’s successors and assigns. You may not assign or transfer this Agreement without 3Rail’s prior written consent. Notwithstanding the foregoing, however, if You transfer ownership of your copy of the Software to another entity, or transfer an Application to an entity for which it was developed, You may assign this Agreement to the entity (“Assignee”) provided there is a written agreement, wherein the Assignee accepts the terms of this Agreement.

Severability

In the event that any portion of this Agreement is held to be unenforceable, such portions shall not limit or otherwise modify or affect any other portion of this Agreement.

Modification; Waiver

This Agreement cannot be amended except by a written instrument executed by each of the parties. The failure of either party to enforce any provision of this Agreement may not be deemed a waiver of that or any other provision of this Agreement.

Entire Agreement

The terms and conditions stated herein set forth the entire agreement of the parties and replace and supersede all other contracts, agreements, and understandings, written or oral, relating to the subject matter hereof.