Image

Publisher Terms of Service

Last updated: March 23, 2022

Welcome to Patch Labs! Patch Labs is a project of hyperlocal news pioneer Patch.com, owned and operated by Planck, LLC d/b/a Patch Media. At Patch Labs we believe that local news and reporting are critical for a functioning democracy. Our mission is to help independent local reporters succeed by providing a sustainable way to earn revenue while covering their local communities.

These Publisher Terms of Service (the “Terms”) govern your access to and use of the products and services provided to publishers by Patch Labs (collectively, the “Services”). The Terms include important information about your rights and responsibilities, as well as warranties and disclaimers, limitations of liability and a mandatory arbitration provision. Please read the Terms carefully before accessing or using the Services, and contact us if you have any questions. If you do not agree to all of these Terms you may not access or use the Services.

By accessing or using the Services you agree to all of these Terms and to all of the policies, rules and procedures referenced in these Terms or provided by Patch Labs from time to time through the Services. You understand that Patch Labs may update or modify the Services and/or Terms from time-to-time as provided in these Terms.

In these Terms, “you” means any person or entity accessing or using the Services. If you are using the Services for or on behalf of an entity or organization, you agree to these Terms on behalf of that entity or organization, and you represent and warrant that you have the authority to do so and that if you or that entity or organization violates these Terms, you and the entity or organization will be responsible for that violation.


GETTING STARTED

In order to use the Services, you will need to complete the Patch Labs onboarding form and set up your account (“Account”) and onboard your website (your “Site”). You must set up a separate Account for each website owned or operated by you that uses the Services. Once you have set up an Account, be sure to go to your Dashboard and provide your banking information, and be sure to update that information whenever it changes. If you don’t do this, your Site will not appear in search results AND we won’t be able to pay you! You can also provide more details about your Site and how you want to use the Services through the Dashboard.

You agree to provide complete and accurate information in the onboarding form and any other instance in which you provide information to Patch Labs, and to update your information as needed. Among other things, we need your current contact information so that we can communicate with you regarding payment and provide important notices such as legal inquiries or complaints.

In order to use the Services, your Site will need to use the Patch Labs website template (you are able to make a few tweaks and changes, though, such as adding your logo and choosing a color scheme) and will need to be hosted by Patch Labs. You also have the option to send email newsletters using the Services – but you can turn this off if you do not want to use it.

You have the option to use a Patch Labs subdomain, e.g. mytownnews.town.news, for your Site. Any such Patch Labs subdomain must be used solely for your Site, and not for the purpose of “domain squatting” or for selling or providing access to any such subdomain to any third party(ies). You may also use a domain you have registered, but you will need to point it to your Site on Patch Labs, and you will be solely responsible for maintaining and renewing the domain registration, at your own expense.

You agree to cooperate with Patch Labs with respect to requirements of any third party(ies) necessary to onboard your Site and implement or continue providing the Services.

Patch Labs will provide reasonable support during regular business hours with respect to the Services. Support will be provided by email and/or through a Slack channel – you can choose to have your own Slack channel for support for your Site, and there is also a general channel available to all users of the Services.

You must be at least 18 years old to use the Services, and the Services may only be used for websites directed at users in the United States. Therefore, by setting up an Account, you represent and warrant that you are at least 18 years old and that you will use the Services only for websites directed at users in the United States.

You are responsible for maintaining the security of your Account, so don’t share your password(s)! Let us know right away if you believe there is any unauthorized access to or use of your Account or Site, or any other security breach. You are solely responsible and liable for all activity under your Account and/or on your Site. Patch Labs has no liability for any of your acts or omissions or the acts or omissions of anyone else in connection with your Account or Site, or for any damages you may incur as a result of your or anyone else’s acts or omissions. If Patch Labs believes your Account or Site has been compromised, we may suspend or disable access – but it’s not our responsibility or obligation to do so.

Patch Labs may, in our discretion, back-up some or all of your Site content and data, but it is your sole responsibility to ensure that you save all content, subscriber and donor information and other data related to your Site on a regular basis. Patch Labs will have no liability for lost content or data.

See the Patch Labs Privacy Policy for more information about how we use and disclose data, including personal data, you provide.


HOW YOU GET PAID

No out-of-pocket payment is required to use the Services. You are able to sell advertisements, sponsored content and featured events for your Site and email newsletters associated with your Site (collectively, “Advertisements”) through the Patch Labs platform and Services. You are also able to request Donations from Your End-Users, as defined below. Advertisements are served to your Site and included in your email newsletters through the Services. Payment for Advertisements and Donations for your Site is also managed through the Services, using Stripe or another payment processor selected by Patch (“Payment Processor”).

Unless otherwise specifically agreed in writing, Patch Labs will retain a fee (the “Patch Labs Fee”) of ten percent (10%) of Applicable Revenue, as defined below, in order to help cover our costs.

Provided that you are not in material breach of any obligation or warranty to Patch Labs, Patch Labs will pay you Net Applicable Revenue, as defined below, within ten (10) business days after the Applicable Revenue is received. For purposes of these Terms (a) “Applicable Revenue” means amounts payable with respect to Advertisements and the amount of any Donation(s); and (b) “Net Applicable Revenue” means Applicable Revenue less (i) the Patch Labs Fee; (ii) applicable payment processing fees; and (iii) cumulative refunds, credits, bad debt, charge-backs, deductions and reversals with respect to Applicable Revenue.

All payments will be in US dollars and will be made to the bank account(s) you have identified through your Dashboard by ACH or PayPal or by another payment method determined by Patch Labs. You are solely responsible for all taxes (including, without limitation, excise, sales, use, consumption, value-added and withholding taxes), customs or import duties, or any other levies, tariffs, duties or governmental fees (“Taxes”) due or payable in connection with amounts payable to you or to any third party payee(s) designated through your Dashboard, with the exception of taxes on Patch Labs’ own income, and agree that Patch Labs will have the right to reduce the amount of any payment by the amount of any such taxes Patch Labs is required to pay. Patch Labs will have the right, but not the obligation, to reduce any payment to you by any amount payable by you to Patch Labs. Patch Labs will use reasonable efforts to collect Applicable Revenue, but will have no obligation to pay Net Applicable Revenue or any other amount to you or any third party(ies) with respect to any Applicable Revenue that is not received by Patch Labs for any reason.

You are solely responsible for any amounts payable to third party(ies) including, without limitation, your sales representatives or other employees or contractors, with respect to Net Applicable Revenue and/or any other amount paid or payable to you in connection with the Services and/or Patch Labs. You may designate through your Dashboard that a portion of Net Applicable Revenue for any Advertisement(s) should be directed to the account of a sales representative, employee or contractor, but you are solely responsible for ensuring that any such allocation is correct. Patch Labs will have no responsibility or liability for any amounts paid or not paid to any third party(ies) as a result of allocations or directions made through your Dashboard.

If Patch Labs determines that there are any Invalid Results, as defined below, Patch Labs will have the right to reduce any amount payable by the amount paid or otherwise payable for such Invalid Results and/or upon demand by Patch Labs you will refund to Patch Labs any amounts paid for such Invalid Results.

Patch Labs will report Net Applicable Revenue and certain other data, e.g. number of visitors to your website, via your Dashboard. Patch Labs will have the right, but not the obligation, to track other data such as impressions, page views and clicks. You are solely responsible for downloading and retaining records of data reported through your Dashboard.

You understand that Net Applicable Revenue reported via the Dashboard is subject to adjustment. You must provide Patch Labs with written notice specifying the good faith reasonable basis for dispute of any payment within thirty (30) days of the date the Net Applicable Revenue is reported through the Dashboard, or the applicable Net Applicable Revenue will be deemed final and accepted.

You acknowledge and agree that (a) Patch Labs provides no guarantee with respect to any amount or volume of Advertisements or amount of revenue paid or earned; and (b) Patch Labs is not responsible for any acts or omissions of any Payment Processor and/or any advertiser, agency, or other media buyer (“Advertisers”).


YOUR CONTENT

Except for Licensed Content, as defined below, as between you and Patch Labs any content - that includes text, photos, images, audio, video and any other materials in any format - uploaded to or otherwise published on your Site, by you or by Your End-Users, as defined below, or any other third party(ies) (“Your Content”) is owned by you, subject to the rights granted to Patch Labs under these Terms. You are solely responsible for any and all content posted to your Site, whether by you or by any reporter, contributor or other person posting through your Account, and for ensuring that you have the right to publish and otherwise use any and all of Your Content on your Site. This includes, without limitation, any photographs or images obtained via any third-party website(s) or licensor(s), including any such website(s) linked or referenced by Patch Labs.

You grant Patch Labs (and any third-party hosting and other providers used by Patch Labs to provide the Services) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, reproduce, adapt, distribute, publish, publicly display and publicly perform Your Content, and your Site name(s), trademarks, service marks, domains, subdomains and logos used on your Site (collectively “Your Marks”) for the purpose of providing and improving the Services and promoting and protecting the Services and your Site. The rights granted to Patch Labs in Your Content and Your Marks are subject to any rights you may have under applicable data protection laws. Patch Labs will use reasonable efforts to remove from public view any of Your Content that you remove from your Site; however, you acknowledge that cached copies or versions of Your Content, or references to Your Content, may not be immediately removed.

You agree that Patch Labs may use a third-party service(s) to track and measure audience and usage of your Site and of Advertisements on your Site.

You agree that Patch Labs may, but will have no obligation to, include an attribution, which may consist of text, a logo and/or a link, in your Site footer or elsewhere on your Site, indicating that the Site is powered by Patch Labs or otherwise crediting Patch Labs, and you agree not to alter, remove or obscure any such attribution without Patch Labs’ prior written consent.


YOUR RESPONSIBILITIES

Your responsibilities below are in addition to, and not in limitation of, your other responsibilities under these Terms and under applicable laws.

You are solely responsible for Your Content and for any harm resulting from Your Content. Do not upload, publish or use any content on your Site unless you are sure you have the right to do so. You agree that Your Content, Your Marks and your operation of your Site will comply at all times with the Patch Labs Acceptable Use Policy, which is incorporated herein by reference, and that you, your Site and Your Content will at all times abide by accepted standards of journalistic ethics, including, without limitation, the Society of Professional Journalists Code of Ethics. You further agree that your Site will include original reporting of local news of value to your community, and will not, without limitation, consist of rote copying and pasting, even if the content is otherwise available for your use, such as arrest reports and other publicly available information.

You are also solely responsible for visitors to your Site (collectively, “Your End-Users”), including providing support for Your End-Users, and for ensuring that you and your Site comply with any and all laws, statutes, rules, regulations and orders (collectively, “Laws”) applicable to you, your Site and/or Your End-Users. You understand that Patch Labs does not provide any legal advice with respect to your Sites or Your End-Users and is not responsible for ensuring that you and/or your Site comply with applicable Laws.

You agree not to use the Services or your Site to send spam or unsolicited bulk email and further agree not to rent, lease, loan, sell or resell the Services or any Patch Labs Technology, as defined below, without Patch Labs’ prior written consent.

You further agree not to generate fraudulent queries, impressions, pageviews or clicks on or in connection with Advertisements, including, without limitation, through use of robots or other automated tools, computer-generated search or other requests, other search engine optimization services or software, or by any other automated, deceptive or invalid means or method, including, without limitation, by encouraging or requiring Your End-Users, with or without their knowledge, to view or click Advertisements by means that are manipulative, deceptive or fraudulent (“Invalid Results”).

The Services may include links to third-party websites. Such links do not mean that Patch Labs endorses or is affiliates with any such third-party websites. If you access any third-party website, you do so at your own risk. You understand that Patch Labs does not control, and is not liable for, any third-party website(s) or any act or failure to act of any owner(s), operator(s) or user(s) of any third-party website.

If you are a visitor to a website that uses Patch Labs Services or that is linked in the Services, you understand that Patch Labs does not review, and is not responsible for, the content (such as text, photos, video and other materials) published on or made available by such websites or by other websites that link to or are linked from any such website or the Services. Patch Labs does not endorse any such content, or warrant that such content is accurate, useful or not harmful. You acknowledge that such content may be offensive, indecent or otherwise objectionable; may include inaccuracies, mistakes or errors; and/or may violate or infringe copyright, trademark, patent, trade secret, publicity or other proprietary right(s) or rights of privacy (collectively, “IP Rights”).


PATCH LABS RIGHTS

In addition to, and without limitation of, Patch Labs’ other rights, you grant Patch Labs (a) the exclusive right to collect amounts payable for Advertisements and Donations; and (b) the right to place Patch Labs Technology on the Site in connection with the Services and the Advertisements.

Patch Labs reserves the right, in its sole discretion and without liability or notice to you (except as required under applicable Law) to (a) update or modify the Services and/or suspend or discontinue all or portions of the Services from time-to-time; and (b) suspend, terminate or disable your access to or use of the Services or portions of the Services, or to your Account, Site and/or Your Content.

If there is a dispute regarding ownership or control of an Account or Site, for example between business partners, Patch Labs reserves the right, in its sole discretion and without notice or liability to you or any other person or entity, to determine the rightful owner of the Account or Site and to transfer control of the Site or Account to such owner or, in Patch Labs’ discretion, to suspend the Account and/or Site until the applicable parties reach a resolution.

You understand that the Services are not provided on an exclusive basis, and that Patch Labs will have the unrestricted right to provide the Services to third parties, including in connection with websites providing coverage for the same geographic area(s) as your Site, in Patch Labs’ sole discretion.


PATCH LABS IP

As between you and Patch Labs, the Services, any and all templates, products, software and applications (collectively, “Patch Labs Technology”) provided as part of the Services or used by Patch Labs in providing the Services, and PATCH LABS and other Patch Labs’ trademarks, service marks and logos (“Patch Labs Marks”) are owned solely by Patch Labs, and Patch Labs retains all IP Rights and other rights in the Services, Patch Labs Technology and Patch Labs Marks (collectively, the “Patch Labs IP”) except for the limited rights specifically granted to you under these Terms. Other trademarks, service marks and logos used in connection with the Services may belong to third parties, and such third parties retain all rights in such trademarks, service marks and logos. Patch Labs’ agrees that you may use Patch Labs IP on a limited, non-exclusive basis solely as necessary for your authorized use of the Services as permitted and intended under these Terms.

You agree not to, and not to enable others to, download, copy, modify, edit, reverse-engineer or decompile, create derivatives of or obtain or attempt to obtain the source code for any Patch Labs IP. You further agree that, notwithstanding anything else herein (a) you will not use any Patch Labs IP and/or Licensed Content to compete with the Services or any other product or service offered by Patch Labs; and (b) you will not use, register or attempt to register any trademark, service mark, domain name or social media handle that incorporates or is confusingly similar to any Patch Labs Mark(s) or any trademark or trade name of Patch Labs’ parent or affiliate(s).

You agree that Patch Labs will have the right to use any feedback, ideas, or suggestions (collectively, “Feedback”) you may provide with respect to the Services or otherwise, and hereby grant Patch Labs an irrevocable, perpetual, royalty-free, worldwide right, but not the obligation, to use such Feedback.


LICENSED CONTENT

As part of the Services, you may be able to use content or other materials, e.g. weather reports, that Patch Labs has licensed from third parties for use as part of the Services (collectively, “Licensed Content”). Licensed Content includes, without limitation, fonts, typefaces and related software and designs that Patch Labs has licensed from third parties for use in connection with the Services (“Licensed Fonts”). Licensed Content does not include any content, e.g. photographs or images, you may obtain from third party website(s) linked or referenced in the Services. All Licensed Content is part of the Patch Labs Services. You understand that Patch Las may change, terminate, disable or discontinue providing any or all of the Licensed Content from time-to-time. You acknowledge that Licensed Content is not sold or distributed to you, and that you may use Licensed Content on a limited, non-exclusive basis solely in connection with your authorized use of the Services as permitted and intended under these Terms, and that your right to use Licensed Content may be further limited by the rights Patch Labs has obtained from the applicable third party licensor. You agree not to, and not to enable others to, download, copy, modify, edit, reverse-engineer or decompile, create derivatives of or obtain or attempt to obtain the source code for any Licensed Content.


DMCA

Patch Labs does not, and is under no obligation to, review or scan content available on or in connection with the Services, including websites hosted by Patch Labs. Patch Labs respects the copyright and other IP rights of others, and we expect that anyone using the Services will also respect such rights. It is Patch Labs’ policy to terminate the Account and Site of anyone we deem to be a repeat infringer. Patch Labs also reserves the right, in our sole discretion, to terminate any Account or Site for actual or apparent infringement.

To submit a notice alleging copyright infringement, please provide the following information:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

  • Identification of the work alleged to have been infringed, e.g. a link to the work or a description of the work;

  • Identification of the infringing use of the work reasonably sufficient to permit Patch Labs to locate the use on the Services or applicable website(s), e.g. a link and a screenshot showing the use;

  • Contact information for the person providing notice, including name, address, telephone number and email address;

  • A statement that the information in the notice is accurate and, under penalty of perjury, that the person providing the notice is the owner, or authorized to act on behalf of the owner, of an exclusive right under copyright that is being infringed;

  • A physical or electronic signature of the copyright owner or person authorized to act on behalf of the copyright owner.

The notice should be provided by email to , or by mail to Copyright Agent, Patch Labs, 134 W 29th Street, 11th Floor, New York, NY 10001. Any information provided in a notice alleging infringement may be provided to the person or entity who posted the applicable content.


WARRANTIES AND DISCLAIMER

You represent and warrant that (a) you have full power and authority to enter into and agree to these Terms and to perform all of your obligations under these Terms; (b) these Terms are a valid and binding agreement enforceable against you in accordance with its terms; (c) you own all rights in Your Content and Your Marks, or have obtained and will maintain any and all rights and permissions necessary to use, reproduce, adapt, distribute, publish, publicly display, publicly perform, transfer and license Your Content and Your Marks as provided in these Terms; (d) use of Your Content and Your Marks as provided in these Terms does not and will not infringe any IP Rights; (e) any and all email addresses you have uploaded or otherwise provided for use for newsletters distributed using the Services belong to recipients who have “opted-in” to receiving such newsletters; (f) your use of the Services will not overburden or interfere with the Services or Patch Labs system, software, hardware or technology, as determined by Patch Labs in its discretion, or interfere with or disrupt any third party platform, service or network; and (g) your use of the Services and operation of your Site does, and at all times will, comply with any and all Laws applicable to you, your Site and/or Your End-Users, including, without limitation, all Laws regarding online conduct and content, privacy, and data protection laws, and with the Patch Labs Acceptable Use Policy.

THE SERVICES AND PATCH LABS TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PATCH LABS AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR UNDERTAKINGS REGARDING THE SERVICES OR ANY OTHER PRODUCTS OR SERVICES OR ANY PERFORMANCE OR NON-PERFORMANCE HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, TITLE OR NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. PATCH LABS DOES NOT WARRANT THAT THE SERVICES OR PATCH LABS TECHNOLOGY WILL BE ERROR FREE OR WITHOUT INTERRUPTION, OR WILL MEET YOUR REQUIREMENTS OR BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ERRORS OR FAILURES WILL BE CORRECTED. YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION OF THE SERVICES TO MEET YOUR BUSINESS REQUIREMENTS AND SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES. NO COMMUNICATION OR ADVICE, VERBAL OR WRITTEN, PROVIDED BY OR ON BEHALF OF PATCH LABS WILL CREATE ANY WARRANTY OF ANY KIND. SOME JURISDICTIONS MAY NOT PERMIT THE ABOVE DISCLAIMERS, SO SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. NEVERTHELESS, THE DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

You may, at Patch Labs’ invitation, elect to use beta or pre-release features or components of the Services (“Beta Services”). Beta Services may be subject to additional terms, and notwithstanding anything else in these Terms or any such additional terms, Patch Labs will have no liability arising out of or resulting from your use of the Beta Services. Any use of the Beta Services is at your sole discretion and sole and entire risk.


PRIVACY; DATA USE

By accessing or using the Services, you confirm that you have read and understood the Patch Labs Privacy Policy, which is incorporated in these Terms by reference.

You understand that you are solely responsible for complying with all Laws, including, without limitation, laws with respect to data protection, data security and privacy and notice and consent requirements of such Laws, with respect to your use of the Services and operation of your Sites. This includes collection and processing of personal information, as defined by such Laws, such as when you send newsletters or marketing emails or with respect to cookies or similar technology on your Site, including those Patch Labs may place on your Site. You agree to post on your Site, and to ensure that you and your Site comply at all times with, a privacy policy (“Your Privacy Policy”) that complies with all applicable Laws and is consistent with the Patch Labs Privacy Policy; and to comply, and ensure that your Site complies, Your Privacy Policy and the Patch Labs Privacy Policy, and with any and all applicable data protection and privacy Laws and industry self-regulatory rules, codes and guidelines.

You agree not to use the Services for or in connection with any website that is directed at children under the age of 13 as contemplated by the Children’s Online Privacy Protection Law, as amended (“COPPA”).


INDEMNITY

ou agree to indemnify and hold harmless, to the fullest extent permitted under applicable Law, Patch Labs and its parent and affiliates, and each of their respective officers, directors, members, shareholders, employees, agents, licensors, licensees, successors and assigns from and against any and all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to (a) your breach or alleged breach of these Terms or of any obligation or warranty to Patch Labs or any third party(ies); (b) Your Content, Your Marks and/or Site; (c) claims by, on behalf of or against any Advertiser(s), donator(s) and/or Your End-Users; (d) any act or failure to act of you or your employees or contractors; and/or (e) any dispute between you and any third party(ies) with respect to the Site, Your Content, Advertisements, donations and/or allocation of any amounts paid or payable by Patch Labs. The above indemnity obligations will not apply to the extent that any Loss is directly caused by Patch Labs’ breach of these Terms. You agree not to settle any indemnified claim without the prior written consent of Patch Labs, such consent not to be unreasonably withheld, conditioned or delayed.


LIMITATION OF LIABILITY

IN NO EVENT WILL PATCH LABS, ITS PARENT AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY(IES) FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN RELATION TO THESE TERMS, THE SERVICES AND/OR THE PATCH LABS TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY IN THESE TERMS IF DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL PATCH LAB’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES AND/OR THE PATCH LABS TECHNOLOGY, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID OR PAYABLE TO YOU UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO A CLAIM. IN ADDITION TO, AND WITHOUT LIMITATION OF, THE FOREGOING, PATCH LABS WILL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY MATTER BEYOND ITS REASONABLE CONTROL AND/OR FOR ANY ACTS OR OMISSIONS OF PAYMENT PROCESSOR(S), DONATOR(S) AND/OR ADVERTISER(S).


TERM AND TERMINATION

These Terms and your right to access and use the Services will remain in effect until terminated by you or by Patch Labs. You may terminate these Terms and the Services at any time by providing written notice to Patch Labs. Patch Labs may also terminate the Terms and these Services at any time by providing written notice to you or through your Dashboard. Patch Labs will use reasonable efforts to provide at least thirty (30) days’ notice of termination without cause, but reserves the right to terminate immediately upon written notice if you are in material breach of these Terms or of any other obligation or warranty. Any provisions of these Terms that by their nature should survive termination will survive, including, without limitation Your Content; Patch Labs IP; Warranties and Disclaimer; Indemnity; Limitation of Liability; Disputes; and Miscellaneous. Patch Labs’ obligation to pay you Net Applicable Revenue will survive with respect to any Applicable Revenue received within six (6) months of termination.

Upon termination, you will have no further right to access or use the Services or use any Patch Labs subdomain, and at any time at least thirty (30) days after termination, Patch Labs may use the same or similar subdomain for other purposes, including, without limitation, third party websites. Upon your written request no later than thirty (30) days after termination, Patch Labs will use reasonable efforts, to the extent available to Patch Labs, to provide you with a copy of Your Content, including user content, available on your Site at the time of termination and contact information for subscribers to your newsletters, in a format and medium reasonably determined by Patch Labs. Patch Labs cannot provide information regarding Your End-Users who have registered with your Site. Patch Labs will have no obligation to store or retain Your Content or newsletter subscriber information or other data associated with your Site and/or Account after such thirty-day period, and may remove your Site and Your Content in Patch Labs’ discretion.


DISPUTE RESOLUTION

These Terms and access to and use of the Services will be governed by the laws of the State of New York, without regard to its rules of conflict of laws. Any dispute, controversy or default arising under or in relation to these Terms and/or the Services will be submitted to and exclusively resolved by final and binding arbitration conducted under the auspices of the American Arbitration Association (“AAA”), under its Commercial Arbitration Rules, in New York, New York, before a single arbitrator selected by the parties, or if the parties are unable to agree on an arbitrator within twenty (20) days of the date the demand for arbitration is filed, an arbitrator selected under the rules of the AAA. Any arbitration proceedings, testimony, discovery and documents filed in the course of such proceedings, including the fact that the arbitration is being conducted, will be treated as confidential and will not be disclosed to any third party to such proceedings, except the arbitrator and his/her staff, the parties’ attorneys and their staff, and any experts retained by the parties. The arbitrator will have authority to award any remedy or relief that a court of the State of New York could grant in conformity to applicable law, except that the arbitrator will have no authority to award any damages excluded herein. Any arbitration award will be accompanied by a written statement containing a summary of the issues in controversy, the arbitrator’s findings, the facts and law upon which any award is based, and a description of the award. The arbitrator’s award will be final and judgment may be entered upon such award by any court of competent jurisdiction. THE PARTIES HEREBY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT, BY AGREEING TO SUBMIT SUCH DISPUTES AND/OR CLAIMS TO ARBITRATION, EACH PARTY WAIVES THE RIGHT TO HAVE THE DISPUTES OR CLAIMS HEARD IN A COURT OF LAW BY A JUDGE OR JURY. Each party will bear its own costs and expense of arbitration. All forum fees and expenses, including, without limitation, AAA’s fees, will be advanced equally by the parties and will not be assessed against any party as part of an award; provided, however, that the failure of a party to timely advance its portion of any arbitration fees will entitle the other party to a default award (if the non-paying party is the respondent) or dismissal with prejudice (if non-paying party is the claimant). NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN (A) ANY CLAIM FOR INJUNCTIVE RELIEF OR WITH RESPECT TO IP RIGHTS MAY BE BROUGH IN ANY COURT OF COMPETENT JURISDICTION WITHOUT REQUIREMENT TO POST BOND; AND (B) FOR ANY CLAIM NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK.


MISCELLANEOUS

These Terms and the policies and other documents incorporated herein by reference include the entire agreement between you and Patch Labs and replace any prior or contemporaneous agreements or understandings, verbal or written, with respect to the subject matter hereof. Patch Labs may update or modify these Terms and/or any policies or other documents from time-to-time, effective upon posting to the Patch Labs website. We will update the “Last Updated” date when we do so. Your access to or use of the Services after the date any update or modification is posted is subject to the updated or modified Terms, so if you do not agree to any update or modification, you must stop using the Services. Except as provided above, these Terms may be modified only by a writing signed by an authorized representative of Patch Labs.

Any notices given under or in connection with these Terms must be in writing, and will be deemed given (a) when delivered personally; (b) five (5) days after being placed in the United States mail, postage prepaid, certified, registered mail; (c) one (1) business day after being deposited with a recognized overnight courier service; or (d) upon delivery by email. Patch Labs may also provide notice to you through your Dashboard, effective upon posting to the Dashboard. Any notice to you will be provided to the address or email associated with your Account. Any notice to Patch Labs must be provided to the Patch Labs address or email specified in these Terms.

If any provision of these Terms is held invalid or unenforceable by a court or arbitrator with jurisdiction over the parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intention, in accordance with applicable law, or if that is not possible will be stricken, and the remainder of the Terms will remain in full force and effect.

Any failure by Patch Labs to enforce any provision of these Terms or to exercise any right hereunder will not be deemed to be a waiver. Any waiver by Patch Labs must be in writing and will not constitute a continuing waiver or a waiver of any other provision.

You and Patch Labs are independent contractors and nothing in these Terms will be deemed or construed to create a partnership, joint venture, employment, franchise, agency or similar relationship.

These Terms do not create any third party beneficiary rights, and no third party shall have any right or standing to claim any benefit or bring any action to enforce these Terms.

You may not delegate, transfer or assign these Terms or any of your rights or obligations hereunder without Patch Labs’ prior written consent. Patch Labs may delegate, transfer or assign these Terms or some or all of our rights and obligations hereunder in our sole discretion. Any unauthorized assignment will be void. These Terms will be binding upon and inure to the benefit of each party’s successors and permitted assigns.

You understand and agree that Patch Labs will not be deemed to be in breach of these Terms or of any obligation or warranty, or liable for any failure to provide or delay in providing, the Services, in whole or in part resulting from any cause(s) or event(s) beyond Patch Labs’ reasonable control, including, without limitation, any acts of God; acts of terrorism, war, riots or embargoes; acts or failures to act of any governmental authorities; strike, industrial action or lock-out; inability to communicate with you or any third party(ies) for any reason; failure of any internet or other service provider; or any other reason(s) beyond our reasonable control.


Contact Us

If you have questions or comments about these Terms, the Services or anything else to do with Patch Labs, you may contact us at:

Patch Labs
134 W. 29th Street, 11th Floor
New York, NY 10001
Email: labs@patch.com