Terms of Service

    Last Updated: 11-3-2023

    Please read these Terms of Service (the " Terms") and our Privacy Policy (https://sort.xyz/privacy-policy) (" Privacy Policy") carefully because they govern your use of the website located at https://sort.xyz (the " Site") and the services accessible via the Site offered by Sort XYZ, Inc. (" Sort ," " we ," " our ," or " us"). To make these Terms easier to read, (i) the Site and our services (including our code and data storage technology platform) are collectively called the " Services," and (ii) " you" and " your" refer to the individual or entity using our Site and/or the Services (and thereby entering into these Terms).

    IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SORT THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 (DISPUTE RESOLUTION FOR INDIVIDUALS) AND SECTION 19 (DISPUTE RESOLTUTION FOR ENTITIES) BELOW FOR DETAILS REGARDING ARBITRATION.

    1. Description of Services. The Services are designed to enable you to store, and collaborate on developing and editing, software code, documentation, and related data and content, which you upload and transmit through the Services (which is deemed User Content, as defined in Section 9(a)).

    2. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use the Services. IF YOU ARE ACCESSING AND USING THE SERVICES ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IN THAT CASE, "YOU" AND "YOUR" WILL REFER TO THAT ENTITY.

    3. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use, and share personal information.

    4. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms on the Site and/or may also send other communications. It's important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

    5. Accounts and Authorized Users.

      a) Account Registration. For certain features of the Services you will need an account. It's important that you provide us with accurate, complete, and current account information and keep this information up to date. If you don't, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are responsible for all activities that occur under your account.

      b) Authorized Users You acknowledge and agree that the Services may only be accessed and used by users who have been designated and authorized by you to be granted such access (each an " Authorized User"), in each case solely to the extent of the level of access privileges you grant (" Access Privileges") in connection with such Authorized User's access to User Content in accordance with this. Additionally, each account for the Services may only be accessed and used by the specific Authorized User for whom such account is created. The account credentials are confidential and cannot be shared or used by more than one person. You represent and warrant that you will grant your Authorized Users limited Access Privileges solely to the extent you wish to allow them to access your User Content, and you are and will remain wholly responsible and liable for: (i) all access by your Authorized Users to your User Content, including with regard to the Access Privileges you grant to Authorized Users and any loss, alteration, corruption, or unauthorized access to or disclosure of User Content (including as a result of any accidental or incorrect Access Privileges granted) (ii) all actions taken under an Authorized User's credentials, whether or not such action was taken or authorized by the Authorized User; and (iii) all uses of the Services resulting from access provided by Sort, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.

    6. Paid Users; Fees. Certain features or functionality of the Services require you to pay fees, and if you wish to use such features or functionality you agree to pay such fees associated with the applicable subscription tier you select as presented to you either through the tier subscription or fee webpage via the Services or via other means of communication with you.

    7. Free Users. Some or all of the Services may be available free of charge to you, such as for a limited time. Sort reserves the right to charge fees for any or all portions of the Services at any time, with notice to you, and your use of such Services thereafter will be conditioned upon your payment of the associated fees for such Services.

    8. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (" Feedback"). If you choose to submit Feedback, you grant us a royalty free, worldwide license to use such Feedback without any restriction or compensation to you.

    9. Your Content.

      a) Posting Content. Our Services allow you to upload, transmit, store, and share content such as code, documentation, emails, files, text (such as in comments or communications with others), graphics, images, music, software, audio, video, and other content, data, and information (collectively, excluding Feedback, " User Content"). Sort does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

      b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Sort a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with (i) operating, providing, maintaining, and improving the Services and our other products and services, and (ii) analyzing, deriving insights from, and creating data outputs using such User Content, and training computational algorithms and machine learning models.

      c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Sort on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

      d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

      e) Sort's Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

    10. General Prohibitions and Sort's Enforcement Rights. You will not, and will ensure your Authorized Users will not, do any of the following:

      a) Post, upload, publish, submit or transmit any User Content, or otherwise make available to Sort any User Content, containing Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA); card holder data as defined in the Payment Cards Industry Data Security Standard (PCI DSS); or technology restricted for export under International Traffic in Arms Regulations (ITAR), including information of the types catalogued on the U.S. Munitions List;

      b) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

      c) Use, display, mirror or frame the Services or any individual element within the Services, Sort's name, any Sort trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Sort's express written consent;

      d) Access, tamper with, or use non-public areas of the Services, Sort's computer systems, or the technical delivery systems of Sort's providers;

      e) Attempt to probe, scan or test the vulnerability of any Sort system or network or breach any security or authentication measures;

      f) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Sort or any of Sort's providers or any other third party (including another user) to protect the Services;

      g) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Sort or other generally available third-party web browsers;

      h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

      i) Use any meta tags or other hidden text or metadata utilizing a Sort trademark, logo URL or product name without Sort's express written consent;

      j) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

      k) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

      l) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

      m) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

      n) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

      o) Impersonate or misrepresent your affiliation with any person or entity;

      p) Violate any applicable law or regulation; or

      q) Encourage or enable any other individual to do any of the foregoing.

      Sort is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

    11. DMCA/Copyright Policy. Sort respects copyright law and expects its users to do the same. It is Sort's policy to, in appropriate circumstances, (i) remove content that is infringing or believed to be infringing the rights of copyright holders, and/or (ii) terminate account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Services by sending us a notice (a " Copyright Notice") complying with the following requirements:

      a) Identify the copyrighted works that you claim have infringed.

      b) Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or through the Services where such material may be found.

      c) Provide your mailing address, telephone number, and, if available, email address.

      d) Include the following statements in the body of the Copyright Notice:

      "I hereby declare that I have a good faith belief that the disputed use of the copyrighted material identified is not authorized by the copyright owner, its agent, or the law. I hereby state that the information in this Copyright Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

      1. Provide your full legal name and your electronic or physical signature.
      2. Deliver this Copyright Notice, with all items completed, to our Copyright Agent:

      Copyright Manager
      Sort XYZ, Inc.
      548 Market St
      PMB 88730
      San Francisco, CA 94104
      Email: copyright@sort.xyz

    12. Links to Third Party Services.

      a) Third Party Services. The Services may allow you to access, interface, and/or interact with various third-party websites, services, products, technologies, and content (" Third-Party Services"). Such Third-Party Services may be embedded in the Services, however Sort does not provide the Third-Party Services and is not responsible for any compatibility issues, errors, bugs in, or any data loss resulting from or due to, the Third-Party Services. You acknowledge and agree that you are solely responsible for, and assume all risk arising from, your use of all Third-Party Services, AND SORT HEREBY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY ARISING FROM OR IN CONNECTION WITH THE THIRD-PARTY SERVICES.

      b) Third-Party Services Terms. Certain Third-Party Services, and your use thereof (including via the Services) may require you to adhere and be subject to terms, conditions, and restrictions (including terms of service or other end-user license agreements) applicable to such Third-Party Services.

    13. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at info@sort.xyz. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6, 8, 9(b), 9(c), 9(e), 10, 11, 13, 14, 15, 16, 17, 18, 19, and 20.

    14. Warranty Disclaimers. THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FURTHER, WE EXPLICITLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR OR IN CONNECTION WITH (I) OUR THIRD PARTY SERVICES AND HOSTING PROVIDERS, (II) USER CONTENT, AND ANY ACCESS OR USE THEREOF BY AN AUTHORIZED USER OR ANY OTHER PERSON OR ENTITY, AND (III) ANY DATA LOSS, ALTERATION, CORRUPTION, DAMAGE, UNAUTHORIZED ACCESS TO, OR UNAUTHORIZED DISCLOSURE OF USER CONTENT, INCLUDING WITHOUT LIMITATION DUE, IN WHOLE OR IN PART, TO THE ACCESS PRIVILEGES YOU GRANTED TO AN AUTHORIZED USER (WHETHER SUCH ACCESS PRIVILEGES WERE AS INTENDED, INADVERTENT, OR OTHERWISE). WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.

    15. Indemnity. You will indemnify and hold Sort and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content (including without limitation any loss, alteration, corruption, or damage thereto, such as with regard to improper Access Privileges), or (c) your violation of these Terms.You may not enter into any stipulated judgment or settlement that purports to bind Sort without Sort's express written authorizations, which shall not be unreasonably withheld.

    16. Limitation of Liability.

      a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SORT NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SORT OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

      b) EXCEPT FOR A PARTY'S INDEMNITY OBLIGAITONS, INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, YOUR PAYMENT OBLIGATIONS, OR A PARTY'S WILLFUL MISCONDUCT OR VIOLATION OF LAW, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO SORT FOR USE OF THE SERVICES, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SORT, AS APPLICABLE.

      c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SORT AND YOU.

    17. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 (Dispute Resolution for Individuals) or Section 19 (Dispute Resolution for Entities), as applicable, the exclusive jurisdiction for all Disputes (defined below) that you and Sort are not required to arbitrate will be the state and federal courts located in San Francisco, California, and you and Sort each waive any objection to jurisdiction and venue in such courts.

    18. Dispute Resolution for Individuals. If you are an individual who uses the Services for yourself and not on behalf of an organization or entity, disputes with Sort shall be resolved as set forth in this Section 18.

      a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, " Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Sort agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Sort are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

      b) Exceptions. As limited exceptions to Section 18(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

      c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (" AAA") under its Commercial Arbitration Rules (the " AAA Commercial Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Commercial Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

      The arbitration will be conducted using remote conferencing technology (e.g., by videoconference), in person in San Francisco, California, United States or at some other location that we both agree to. Disputes that meet the requirements for desk arbitrations as set forth in the AAA Commercial Rules, may be resolved by the submission of documents only, as set forth in the AAA Commercial Rules, unless the Arbitrator decides that a hearing is necessary. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

      d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we'll pay all of our attorneys' fees and costs and won't seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

      e) Injunctive and Declaratory Relief. Except as provided in Section 18(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

      f) Class Action Waiver. YOU AND SORT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

      g) Severability. With the exception of any of the provisions in Section 18(f) of these Terms (" Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

    19. Dispute Resolution for Entities. If you are accessing and using the Services on behalf of a company or other legal entity, any Dispute will be resolved exclusively accordingly to the process set forth in Section 18 (Dispute Resolution for Individuals), expressly including the class action waiver, except that, to the extent legally permitted, (a) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (b) the losing party will pay the prevailing party for all costs and attorney's fees, and (c) the AAA Commercial Arbitration Rules will apply to any arbitration between us.

    20. Publicity. You hereby grant Sort the right to utilize your name, logos, trademarks, and trade names for Sort's marketing and promotional purposes, including in case studies and marketing materials and websites, and to designate you as a customer or client of Sort.

    21. General Terms.

      a) Reservation of Rights. Sort and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

      b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Sort and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Sort and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Sort's prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Sort may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

      c) Notices. Any notices or other communications provided by Sort under these Terms will be given: (a) via email; or (b) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

      d) Waiver of Rights. Sort's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sort. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

    22. Contact Information. If you have any questions about these Terms or the Services, please contact Sort at info@sort.xyz