Terms of Service

Updated: 1-October-2020

  1. Definitions

    1. User: “User”, “You”, and “Your” refer to the individual person or company visiting the Site, using the Service, or accessing or directing use of a User Profile.
    2. TaskTrain: “TaskTrain”, “We”, “Us”, “Our” refer to TaskTrain LLC, as well as its officers, managers, employees, contractors, licensors, and agents.
    3. Service: “Service” refers to the software applications and related services provided by TaskTrain.
    4. Site: “Site” refers to the https://TaskTrain.app website.
    5. Agreement: All the terms, conditions, notices contained or referenced in this “Terms of Service” (“Terms”) and all other rules, policies (including the TaskTrain Privacy Policy), and procedures that we may publish from time to time on the Site or in the Service comprise the “Agreement”.
    6. User Profile: A “User Profile” (“Profile”) is an individual User’s authorization to log in to and use the Service.
    7. User Account: Each User Profile may have one or more “User Accounts” (“Accounts”), each granting the User a Role as a Member of one Organization.
    8. Role: A “Role” is a set of permissions either to an Organization (“Organization Role”) or a Procedure Manual (“Manual Role”).
    9. Organization: An “Organization” is a billing entity providing a collaborative workspace shared among Member User Accounts containing Procedures organized into Procedure Manuals.
    10. Organization Owner: An “Organization Owner” (“Owner”) is the User whose Account has the Owner Role on an Organization and thereby bears responsibility for the Material in the Organization and for subscription payment.
    11. Procedure: A “Procedure” is a list or outline of discrete Steps defining a sequence of work instructions.
    12. Manual: Each Procedure is contained within a “Procedure Manual” (“Manual”) to which User Accounts may be given a Role granting defined permissions.
    13. Material: “Material” is any information displayed through the Service or Site, including, without limitation, text, images, documents, and other content. “Help Content” (“Content”) is text, attachments, or links associated with and providing detailed instructions for one or more Procedures or Steps.
    14. User-Generated Material: “User-Generated Material” is Material created or uploaded by our Users. “Your Material” is Material that you create or own.
  2. Registration Terms

    1. User Profiles

      1. Agreement to Terms: By registering a User Profile, you agree that have read, understood, and agree to be legally bound by this Agreement. If you do not agree to these terms, then you are expressly prohibited from using the Service.
      2. Required Information: You must provide a valid email address under your control in order to complete the registration process. Any other information requested, such as your real name, is optional.
      3. Contact Email: To use the functionality of the Service and so that we may contact you, you must keep the email addresses associated with your User Profile and all User Account continuously up-to-date with valid email addresses under your control.
      4. Control: Subject to these Terms, you retain administrative control over your User Profile and the Material within it.
      5. Natural Persons: You must be a human to create a User Profile. User Profiles registered by automated methods are not permitted.
      6. Minimum Age: You must be age 16 or older to use the Service.
      7. Legal Restrictions: You may not use the Service in violation of export control or sanctions laws of the United States or any other applicable jurisdiction. You may not use the Service if you are or are working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.
      8. Exclusive Use: Your User Profile may only be used by one person.
      9. Responsibility: You are responsible for all materials posted and activity occurring using your User Profile.
      10. Security: You are responsible for maintaining the security of your User Profile and password. TaskTrain cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
      11. Security Notification: You will promptly notify TaskTrain if you become aware of any unauthorized use of, or access to, our Service through your User Profile, including any unauthorized use of your password or User Profile.
    2. Organizations

      1. Required Information: You must provide a valid e-mail address to create an Organization. If you opt for a paid Organization, you agree to provide valid payment information required billing purposes, as outlined in the Payment section.
      2. Control: The “Owner” of an Organization has administrative control over that Organization and all Material within it. Within the Service, an Owner can manage User Account access to the Organization’s Manuals and Procedures. An Organization may have multiple Owners, but there must be at least one User Account designated as an owner of an Organization.
      3. Responsibility: If you are the Owner of an Organization under these Terms, we consider you responsible for the actions that are performed on or through that Organization.
      4. One Free: One person or legal entity may maintain no more than one free Organization.
      5. Paid Limit: A paid Organization may only provide access to as many User Accounts as your subscription allows.
  3. Responsible Use

    1. Legal Compliance: You are responsible for using the Service in compliance with all applicable laws and regulations.
    2. Hosting Restrictions: Under no circumstances may you upload, post, host, execute, or transmit any Material that:
      1. is unlawful or promotes unlawful activities;
      2. is or contains sexually obscene content;
      3. is libelous or defamatory;
      4. is discriminatory or abusive toward any individual or group;
      5. gratuitously depicts or glorifies violence, including violent images;
      6. is or contains false, inaccurate, fraudulent, or deceptive information that is likely to adversely affect the public interest (including health, safety, election integrity, and civic participation);
      7. contains advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;
      8. 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
      9. infringes any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other right.
    3. Conduct Restrictions: While using the Service, under no circumstances may you:
      1. harass, abuse, threaten, or incite violence towards any individual or group, including our employees, officers, and agents, or other users;
      2. impersonate any person or entity, including any of our employees or representatives, including through false association with TaskTrain, or by fraudulently misrepresenting your identity or site’s purpose;
      3. violate the privacy of any third party, such as by posting another person’s personal information without consent.
    4. Access Restrictions: Under no circumstances may you:
      1. use our servers for any form of excessive automated bulk activity or otherwise place undue burden on our servers through automated means;
      2. use our servers to disrupt or to attempt to disrupt, or to gain or to attempt to gain unauthorized access to, any service, device, data, account, or network;
      3. copy, frame, sell, or commercially exploit any portion of the Service without our express written permission;
      4. use or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Service.
    5. Privacy: Any person, entity, or service collecting data from the Service must comply with the TaskTrain Privacy Policy, particularly in regards to the collection of User Personal Information. If you collect any User Personal Information from the Service, you agree that you will only use that User Personal Information for the purpose for which that User has authorized it. You agree that you will reasonably secure any User Personal Information you have gathered from the Service, and you will respond promptly to complaints, removal requests, and “do not contact” requests from us or other users.
    6. Excessive Bandwidth Use: The Service’s bandwidth limitations vary based on the features you use. If we determine your bandwidth usage to be significantly excessive in relation to other users of similar features, we reserve the right to limit your activity until you can reduce your bandwidth consumption. We also reserve the right—after providing advance notice—to delete free Organizations that we determine to be placing undue strain on our infrastructure.
  4. Private Manuals

    1. Control: Paid Organizations may have private Manuals, which allow the User to control access to Material to User Accounts within the Organization.
    2. Confidentiality: TaskTrain considers the contents of private Manuals to be confidential to you. TaskTrain will protect the contents of private Manuals 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.
    3. TaskTrain Access: TaskTrain personnel may only access the content of your private Manuals in the following situations:
      1. Support: With your consent and knowledge, for support reasons. If TaskTrain accesses a private Manual for support reasons, we will only do so with the owner’s consent and knowledge.
      2. Security: When access is required for security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability, and resilience of TaskTrain’s systems and Service.
      3. Probable Cause: If we have reason to believe the contents of a private Manual are in violation of the law or of these Terms, we have the right to access, review, and remove them.
      4. Subpoena: We may be compelled by law to disclose the contents of your private Manuals.
    4. Additional Access: You may choose to enable additional access to your private Manuals. For example, you may enable various Service features that require additional permissions to Your Material in private Manuals, such as Zapier integration allowing access from third-party applications. If those features require permissions in addition to those we need to provide the Service, we will provide an explanation of those permissions.
  5. User-Generated Material

    1. Ownership & Responsibility

      1. Ownership: You may create or upload User-Generated Material while using TaskTrain. You retain ownership of Your Material.
      2. Responsibility: You are solely responsible for the content of, and for any harm resulting from, any User-Generated Material that you post, upload, link to or otherwise make available via TaskTrain, regardless of the form of that Material. We are not responsible for any public display or misuse of your User-Generated Material.
      3. Right to remove: We do not pre-screen User-Generated Material, but we have the right (though not the obligation) to refuse or remove any User-Generated Material that, in our sole discretion, violates TaskTrain policies.
      4. Right to Post: If you’re posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Material you post; that you will only submit Material that you have the right to post; and that you will fully comply with any third party licenses relating to Material you post.
    2. License Grant

      1. General: Because you retain ownership of and responsibility for Your Materials, we need you to grant us and other TaskTrain Users certain legal permissions. These license grants apply to Your Material. If you upload Material that already comes with a license granting TaskTrain the permissions we need to run our Service, no additional license is required.
      2. Unpaid: You understand that you will not receive any payment for any of the rights granted.
      3. Termination: The licenses you grant to us will end when you remove Your Materials from our servers, unless other Users have copied it.
      4. TaskTrain License: We need the legal right to do things like host Your Material, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Material, and make incidental copies as necessary to render the Site and deliver the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Material is something like music or video.
      5. No Resale: This license does not grant TaskTrain the right to sell Your Material or otherwise distribute or use it outside of our provision of the Service.
      6. Public Access: Any User-Generated Material you post to Public Manuals other Users’ Manuals, may be viewed by others. By allowing your Manuals to be viewed publicly, you agree to allow others to view and copy your Procedures, their Steps, and associated Help Content. This means that others may make their own copies of Material from your public Manuals in Manuals they control.
      7. Other Users’ License: If you allow Your Manuals to be viewed publicly, you grant each User of TaskTrain a nonexclusive, irrevocable, perpetual, transferable, royalty-free worldwide license to use, display, perform Your Material through the TaskTrain Service and to reproduce and create derivative works from Your Material solely on TaskTrain as permitted through the Service (for example, copying a Procedure). If you are uploading Material you did not create or own, you are responsible for ensuring that the Material you upload is licensed under terms that grant these permissions to other TaskTrain Users.
      8. Moral Rights: You retain all moral rights to Your Material that you upload, publish, or submit to any part of TaskTrain, 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 the License Grant section but not otherwise.
      9. Attribution and Adaptations: To the extent this agreement is not enforceable by applicable law, you grant TaskTrain the rights we need to use Your Material without attribution and to make reasonable adaptations of Your Material as necessary to render the Site and provide the Service.
  6. Copyright Infringement

    1. DMCA Safe Harbor: As a host of user-generated material, TaskTrain operates under Digital Millennium Copyright Act (DMCA) Safe Harbor provisions.
    2. Takedown Notice: If you are a copyright owner and you believe that content on the Service violates your rights, please contact us at Conductor@TaskTrain.app with a complaint meeting the following requirements:
      1. Include the following statement: “I have read and understand the Copyright Infringement section of TaskTrain’s Terms of Service.”
      2. Identify the copyrighted work you believe has been infringed. The specificity of your identification will depend on the nature of the work you believe has been infringed. If you have published your work, you might be able to just link back to a web page where it lives. If it is proprietary and not published, you might describe it and explain that it is proprietary. If you have registered it with the Copyright Office, you should include the registration number. If you are alleging that the hosted content is a direct, literal copy of your work, you can also just explain that fact.
      3. Clearly and specifically identify the material that you allege is infringing the identified copyrighted work. Include the URL to the material allegedly infringing your copyright. If you allege that less than a whole Procedure or Manual infringes, identify the specific Steps or Help Content within a Procedure that you allege infringe. If you allege that all of the content at a URL infringes, please be explicit about that as well.
      4. Specifically explain what the affected user would need to do in order to remedy the alleged infringement. When we pass your complaint along to the user, this will tell them what they need to do in order to avoid having their content disabled. Does the user just need to add a statement of attribution? Do they need to delete certain Procedures, Steps, or Help Content?
      5. Provide your contact information, include your email address, name, telephone number, and physical address.
      6. Provide contact information, if you know it, for the alleged infringer. Usually this will be satisfied by providing the User Account display name associated with the allegedly infringing content.
      7. Include the following statement: “I have a good faith belief that use of the copyrighted materials described above on the infringing web pages is not authorized by the copyright owner, or its agent, or the law. I have taken fair use into consideration. I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or am authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.”
      8. Include your physical or electronic signature.
    3. False or Frivolous Complaints: Pursuant to federal law, you may be held liable for sending a false or frivolous takedown notice.
    4. Process: We will provide a copy of your complaint to the User who has allegedly infringed on your copyright and take appropriate follow-up action per DMCA guidelines.
  7. Intellectual Property Notice

    1. TaskTrain IP: TaskTrain and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Site and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Site and Service is copyright © TaskTrain LLC All rights reserved. You may not duplicate, copy, or reuse any portion of the source code, or visual design elements or concepts without express written permission from TaskTrain.
    2. TaskTrain Service Marks and Logos: If you’d like to use TaskTrain’s service marks, you must follow all of our service mark guidelines, including those on our Media Kit.
    3. License to TaskTrain Policies: This Agreement is licensed under this Creative Commons Zero license, as was the GitHub Terms of Service from which it was, with gratitude, adapted.
  8. Payment

    1. Tiers: TaskTrain offers multiple paid subscription tiers with different pricing based on provided features detailed on our website Pricing page.
    2. Period: Subscriptions at each tier are paid in advance either monthly or on a discounted annual basis.
    3. Plans: The combination of a subscription tier and period is called a Plan.
    4. Pricing: Subscriptions are priced per User Account per Organization. The cost of a plan is the number of User Accounts who are Members of an Organization on a paid plan multiplied by the per User price of the plan, which is based on its tier and billing period.
    5. Multiple Subscriptions: Each Organization has its own subscription with independent plan and billing cycle.
    6. Free Trial: If you register a User Profile under a paid subscription plan, you will not be required to enter a credit card nor be charged for service until the end of the stated trial period.
    7. Pricing Changes: If you subscribe to a paid plan, its stated price will remain your price for the duration of the payment period. Prices are subject to change at the end of a payment period.
    8. Free Plan Upgrade: If an Organization Owner upgrades from the free plan to any paid plan or creates a new paid Organization after registration, we will bill the Organization Owner for the chosen paid plan price on the day of the change.
    9. Changing Plans: An Organization Owner may change the Organization’s subscription to a different plan at any time in the Billing section of the Manage Organization pane in the Service. Downgrading your Organization’s tier will reduce access to features as outlined on our Site Pricing page.
    10. Changing Tiers: If an Organization Owner changes an Organization’s subscription to a plan with a different tier than but the same period as than its current plan, its billing cycle will remain the same and we will prorate the cost, with the differential applied to the next period’s invoice.
    11. Changing Periods: If an Organization Owner changes an Organization’s subscription to a plan with a different billing period, we will charge the Organization Owner for the prorated amount on the day of the change.
    12. Changing Members: Organization Owners may invite an unlimited number of Users to be Members of their Organization and remove Members at any time. We will prorate the cost for paid subscriptions the day you add or remove a Member.
    13. Currency: The Organization Owner agrees to pay the fees in full, up front without deduction or setoff of any kind, in U.S. Dollars.
    14. Refunds: Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement.
    15. Non-payment: If an Organization Owner fails to pay any fees on time, all access to the Organization will be restricted to the Billing panel until such time the Organization Owner provides a valid payment method or downgrades to a free plan.
    16. Responsibility: Organization Owners are responsible for all fees, including taxes, associated with use of the Service. Organization Owners agree to provide us with a valid means of payment for paid Organizations and to pay TaskTrain any charge incurred in connection with use of the Service. Free Organizations are not required to provide payment information.
    17. Authorization: You grant us permission to charge your on-file credit card, or other approved methods of payment for fees that you authorize for TaskTrain.
    18. Disputes: Organization Owners may contact TaskTrain Billing to dispute any charges.
  9. Cancellation and Termination

    1. Responsibility: It is your responsibility to close your User Profile with TaskTrain if you no longer wish to use the Service. You may request User Profile removal at any time by selecting My Profile… from the User Profile menu.
    2. Information Retention: 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 User Profile, any solely owned Organizations, and their Materials within 90 days of cancellation or termination, though some information may remain in encrypted backups. This information can not be recovered once your User Profile is cancelled.
    3. Termination: TaskTrain has the right to suspend or terminate your access to all or any part of the Service at any time, with or without cause, with or without notice. TaskTrain reserves the right to refuse service to anyone for any reason at any time.
    4. Survival: 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.
  10. Modifications and Interruptions

    1. Alteration: We reserve the right to change, modify, or remove the contents of the Site or Service at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site.
    2. Availability: We cannot guarantee the Site or Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site or Service, resulting in interruptions, delays, or errors.
    3. Continuation: We reserve the right to suspend or discontinue the Site or Service at any time or for any reason without notice to you.
  11. Communications with TaskTrain

    1. Electronic Communication Consent: 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 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.
    2. Legal Notice: Communications made through email or the Service or its user support messaging system will not constitute legal notice to TaskTrain in any situation where notice to TaskTrain is required by contract or any law or regulation. Legal notice to TaskTrain must be in writing.
    3. Support: TaskTrain offers user support via several communication channels based on subscription tier as outlined on our website pricing page, including email and in-Service and on-Site chat. We do not offer on-demand telephone support.
  12. Disclaimer of Warranties

    1. As Is/As Available: While making every effort to provide serviceable, reliable, available, and secure Services, TaskTrain provides the Site and Service “as is” and “as available,” without warranty of any kind.
    2. Warranty Disclaimer: Without limiting this, we expressly disclaim all warranties, whether express, implied, or statutory, regarding the Site and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy, and non-infringement. TaskTrain 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.
    3. Responsibility For Loss: You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, or any other material obtained from the Service.
  13. Limitation of Liability

    1. No 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:
      1. the use, disclosure, or display of your User-Generated Material;
      2. your use or inability to use the Site or Service;
      3. any modification, price change, suspension or discontinuance of the Service;
      4. the Service generally or the software or systems that make the Service available;
      5. unauthorized access to or alterations of your transmissions or data;
      6. statements or conduct of any third party on the Service;
      7. any other user interactions that you input or receive through your use of Service; or
      8. any other matter relating to TaskTrain.
    2. Limitation: 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.
    3. Reasonable Control: We will have no liability for any failure or delay due to matters beyond our reasonable control.
  14. Release and Indemnification

    1. Dispute with Other Users: If you have a dispute with one or more Users, you agree to release TaskTrain from any and all 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.
    2. Hold Harmless: You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Site and the Service, including but not limited to your violation of this Agreement, provided that TaskTrain (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) 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 TaskTrain of all liability); and (3) provides to you all reasonable assistance, at your expense.
  15. Changes to Agreement

    1. Amend at will: We reserve the right, at our sole discretion, to amend this Agreement at any time.
    2. Availability: We will maintain a dated version of the latest Agreement on the Terms page of our website.
    3. Notification: We will notify our Users of material changes to this Agreement via an in-Service or email message. For non-material modifications, your continued use of the Site constitutes agreement to our revisions of these Terms of Service.
    4. Agreement: By continuing to use the Service, you agree to be bound by the Terms current at the time of use.
  16. Dispute Resolution

    1. Informal Negotiation: To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate in good faith any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
    2. Binding Arbitration: If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. You understand that without this provision, you would have the right to sue in court and have a jury trial.
    3. Arbitration Rules: The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
    4. Arbitration Location: Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Suffolk County, Massachusetts. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
    5. Time Limit: In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
    6. Individual Restriction: The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law:
      1. no arbitration shall be joined with any other proceeding;
      2. there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures;
      3. there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
    7. Exceptions to Informal Negotiations and Arbitration: The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:
      1. any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
      2. any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;
      3. any claim for injunctive relief.
    8. Court Resolution: If for any reason a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Suffolk County, Massachusetts, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Service.
  17. Miscellaneous

    1. Governing Law: Except to the extent applicable law provides otherwise, this Agreement between you and TaskTrain and any access to or use of the Site or TaskTrain are governed by the federal laws of the United States of America and the laws of the Commonwealth of Massachusetts, without regard to conflict of law provisions.
    2. Assignability: TaskTrain may assign or delegate these Terms of Service and/or the TaskTrain Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in the License Grant subsection.
    3. Non-Assignability: You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment and delegation by you is void.
    4. Section Headings and Summaries: Throughout this Agreement, each section may include titles and brief summaries of the contained terms and conditions. These section titles and brief summaries are not legally binding.
    5. Severability: 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.
    6. No Waiver: Any failure on the part of TaskTrain to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision.
    7. Survival: Our rights under this Agreement will survive any termination of this Agreement.
    8. Amendments: This Agreement may only be modified by a written amendment signed by an authorized representative of TaskTrain, or by the posting by TaskTrain of a revised version in accordance with the Changes to Terms section.
    9. Complete Agreement: These Terms of Service, together with the TaskTrain Privacy Policy, 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 TaskTrain relating to the subject matter of these terms, including any confidentiality or nondisclosure agreements.
    10. Questions: You may direct policy questions to Conductor@TaskTrain.app.