TNC

TNC Technology Terms of Service

This agreement on the terms of use of technology services (the “Agreement”) is between the Tiny News Collective, a Delaware not-for-profit corporation (“TNC”, “we”, “our”, “us” and the like) and any individual or entity using our Platform (“you” and “your” and the like), as defined herein.

By using the Platform, you are agreeing to be bound by this Agreement.  The individual accepting this Agreement or initiating use of the Platform on your behalf hereby represents and warrants that he or she has all authority necessary to bind you to this Agreement.  Certain portions of the Platform may be subject to additional terms and conditions specified by us from time to time; your use of such portions is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Use of the Platform will result in an account on Google LLC’s Workspace service being created for you and your authorized representatives, and you and your representatives will be required to agree to Google’s applicable Terms of Service located at https://policies.google.com/terms?hl=en (the “Google Terms”) and Google Privacy Policy located at https://policies.google.com/privacy?hl=en .  If you or your representatives do not agree to any provision of the Google Terms or Google Privacy Policy, then you or your representatives, as applicable, will not be able to use the Platform.

I.    Privacy PolicyThis Agreement incorporates by reference the TNC Privacy Policy available at https://tinynewsco.org/privacy.

II.    The Platform

A.    The TNC platform consists of TNC’s hosted software solution for web-based news media publishing and small business management services, as made available by TNC (the “Platform”).  The Platform allows you to generate, operate and publish content on a local news website in accordance with this Agreement (such website, “Your Site”).  Third parties provide certain of the services incorporated within, integrated with or otherwise accessible in connection with the Platform as more fully described in Section II.C below.  We and such third-party partners reserve the right to modify or discontinue any features and functionality of the Platform at any time in our sole discretion.

B.    Subject to the terms and conditions of this Agreement and your compliance with them, TNC shall make available to you use of the Platform during the term of this Agreement for the sole purpose of operating Your Site.

C.    The Platform (including any communications you may have with TNC personnel in connection with the Platform) is not a substitute for and does not include legal, tax, financial or accounting advice, and neither TNC nor any third-party service providers are public accounting firms or attorneys.  You should seek the services of a duly licensed professional in connection with any of the foregoing.

D.    The Platform incorporates, is integrated with and otherwise provides access to certain accounting, marketing and other hosted software tools operated by third parties in order to provide material functionality of the Platform (such tools, “Third Party Services”). As of the Effective Date, the Third Party Services include Google Workspace, MonkeyPod, Letterhead, Google Analytics and Coral Project .  You may be asked to agree to terms and conditions or policies required by the third-party providers of the Third Party Services, and you must agree to such terms and conditions in order to use the functionality or features provided by such Third Party Services.  To the extent we use different or additional Third Party Services in connection with the Platform in the future, you may be asked to agree to additional terms and conditions required by the applicable third party in order to continue using the Platform and/or receive the benefit of new functionality or features.  To the extent the terms and conditions applicable to any Third Party Service conflict with any provision of this Agreement, the terms and conditions applicable to the Third Party Service shall govern solely with respect to the applicable Third Party Service.  

You acknowledge and agree that: (i) the utilization of free or low-cost Third Party Services in connection with providing material functionality relating to the Platform is a material factor in TNC’s ability to provide you with use of the Platform under the economic and other terms of this Agreement; (ii) the performance, availability, features and functionality of the Platform and Your Site may be limited or adversely affected in material respects by the performance, availability, features and functionality of the Third Party Services; (iii) TNC has no ability to control the performance or provision of any Third Party Services; and (iv) TNC shall have no liability of any kind to you with respect to any negative impact on the Platform or Your Site that is caused in whole or in part by any Third Party Service, including without limitation by the poor performance or unavailability of any Third Party Service.  TNC makes no representations or warranties to you of any kind in relation to any Third Party Service, including the performance, availability, features, functionality or legal compliance thereof or the results of the use thereof.  Without limiting the generality of the foregoing, TNC makes no representation or warranty with respect to the amount of revenue you may receive with respect to any advertising services or the accuracy of any bookkeeping services.

E.    You shall not, shall not attempt to, and shall not authorize or facilitate any attempt by another person to:

We reserve the right to reasonably consider other conduct to be prohibited; the restrictions above are intended to be illustrative.  We may suspend or terminate provision of the Platform, in whole or in part, where we believe it is being used in a manner that breaches this Agreement or creates risk of personal injury, property damage or legal liability for TNC, you or any third party, or may cause TNC to lose the services of one of our third party service providers (including providers of Third Party Services).

F.    You are responsible for all activities that occur under any Platform user account associated with you, regardless of whether such activities were specifically authorized by you, and for any damages, expenses or losses that may result from such activities.  You are responsible for maintaining the security of all credentials for all such user accounts, and agree to promptly notify us in the event any such credentials have been compromised. If we believe your account has been compromised, we may suspend or disable it.

IV.    License From You

When you use the Platform, you provide us with, or otherwise enable us to publish, display, collect, analyze or receive, various categories of data and content on your behalf, including without limitation news article content that you submit to the Platform for publication on Your Site and other content and information relating to You (collectively, “Your Content”). Your Content is yours. We need your permission to do things like host Your Content, back it up, and cause it to appear on Your Site in accordance with your instructions.  These and other features require our systems to store, use, display and transmit Your Content.  By uploading Your Content to the Platform, you grant to TNC, its affiliates and third-party service providers a non-exclusive, royalty-free, worldwide license to reproduce, store, reformat, display, perform, transmit and otherwise use your Content as necessary or desirable for TNC’s operation of the Platform, hosting of Your Site, marketing and promotion of TNC’s activities, research and development purposes, and exercise of TNC’s rights under this Agreement. This is a license only – your ownership of Your Content is not affected.

V.    Your Content and Your Site

A.    You have sole responsibility for the accuracy, appropriateness, completeness, and legality of Your Content, for ensuring that Your Content and the publication of Your Content on the Platform and/or through Your Site complies with all applicable laws, rules and regulations and for ensuring that Your Content complies with this Agreement (including all TNC policies attached to or referenced in the Sponsorship Agreement).  Neither we nor any of our third-party service providers are responsible for reviewing, validating, or otherwise confirming the accuracy, appropriateness, completeness or legality of Your Content.  You agree not to make any statements or take any actions that indicate or imply that we author, create, develop, endorse, review or approve of Your Content.

B.    Please don’t upload or transmit Your Content unless you have the right to do so. You hereby represent and warrant that you have all necessary rights with respect to Your Content to provide it to TNC and to allow TNC to use it in the manner contemplated hereunder without violation of any law, rule or regulation or any intellectual property rights, privacy rights, rights of publicity, or other rights of any third party.

C.  TNC reserves the right to remove any of Your Content from the Platform (including from Your Site) that TNC may reasonably conclude: violates any Agreement or any TNC policy; is in any way harmful or objectionable; infringes, misappropriates or violates any third-party Intellectual Property Right, including pursuant to the copyright “safe harbors” provided for under 17 U.S.C. § 512; or otherwise violates the right of any third party.  We will attempt to notify you in advance that we intend to remove Your Content from the Platform and request that you remove it within 2 business days of our notice; however, if we reasonably believe that it may disrupt or threaten the Services or its removal is required by applicable law, we may decide in our sole discretion to remove it without notice.

D.    The Platform may include features that allow end users of Your Site to post comments or other content on Your Site.  If you use such features, you acknowledge that any such comments or other content shall constitute Your Content for purposes of this Agreement.

E.    TNC will collect, use and disclose certain information in connection with end users’ access to and use of Your Site, as further described in TNC’s privacy statement.  You are responsible for ensuring that Your Site incorporates and displays a privacy policy that complies with all applicable laws, rules and regulations, including without limitation by disclosing data collection, use and disclosure by TNC.

VI.    Term, Termination, Refunds, and Support Satisfaction Guarantee

A.    This Agreement is effective as of the effective date of the Sponsorship Agreement and shall continue in full force and effect until terminated as set forth herein and in the Sponsorship Agreement.  Unless continued in accordance with the terms of the Sponsorship Agreement, this Agreement and your ability to use the Platform will terminate concurrently with the termination of the Sponsorship Agreement; provided, however, that TNC in its sole discretion may propose to you to continue to permit you to use the Platform pursuant to the terms of this Agreement, subject to possible additional terms and conditions that TNC will present to you for your acceptance in the event of such proposed continuation.B.    Sections I, II.C, II.D, II.E, II.F., IV, V, VI, VII (with respect to accrued but unpaid fees), VIII, IX, X, XI, XII and XIII (other than XIII.F) of this Agreement shall survive any termination of this Agreement.  Upon termination of this Agreement, TNC will within a reasonable time period make available to you for download Your Content and certain data relating to Your Site in an electronic format chosen by TNC.

VII.    Payment

You agree to pay TNC fees for the Platform as set forth in the Sponsorship Agreement.  TNC may immediately suspend provision of the Platform if any invoice delivered pursuant to the Sponsorship Agreement is past due.  Except to the extent expressly set forth herein, all payments are non-refundable and non-creditable.  You are solely responsible for any and all taxes payable in connection with payments made hereunder.

VIII.    Our Property

The Platform and the technology underlying the Platform are protected by copyright, trademark, and other U.S. and foreign laws.  As between you and TNC, TNC retains all right, title and interest in and to the Platform, including all related intellectual property rights.  This Agreement doesn’t grant you any right, title or interest in the Platform or any such technology (including any Third Party Service), TNC trademarks, logos and other brand features, other than the limited right to use the Platform as expressly set forth herein. We welcome feedback relating to the Platform, but note that we may freely use any and all comments, suggestions and other feedback without any obligation to you.

IX.    Warranty Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, TNC, ITS AFFILIATES AND SERVICE PROVIDERS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, IN RELATION TO THE PLATFORM. THE PLATFORM IS PROVIDED “AS IS.” NO WARRANTY IS MADE THAT THE PLATFORM OR RESULTS OF USE OF THE PLATFORM WILL MEET YOUR NEEDS OR EXPECTATIONS, OR THAT THE PLATFORM WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE.  WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  TNC, ITS AFFILIATES AND ITS SERVICE PROVIDERS FURTHER DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PLATFORM WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.X.    Limitation of LiabilityTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF TNC, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS, LICENSORS AND SERVICE PROVIDERS FOR ALL CLAIMS RELATING TO THE PLATFORM AND THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PLATFORM DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM OR ONE HUNDRED US DOLLARS, WHICHEVER IS GREATER. SUBJECT TO APPLICABLE LAW, TNC, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS, LICENSORS AND SERVICE PROVIDERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF TNC AND ITS AFFILIATES AND ITS AND THEIR SUPPLIERS, LICENSORS AND SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF TNC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PLATFORM AND ITS USE.

XI.    Additional Disclaimers

We make no representation that the Platform are appropriate or available for use in any location, and accessing the Platform is prohibited from territories where such content is illegal. You access the Platform at your own initiative and are responsible for compliance with local laws with respect to your use of the Platform.

XII.    Indemnification

You shall defend, indemnify, and hold harmless TNC, our affiliates and each of our and their respective employees, directors, agents, trustees, contractors, directors, suppliers, service providers, and representatives from and against all damages, losses, liabilities, claims, demands, actions, suits, judgements, settlements, costs and expenses, including all attorneys' fees, that arise from or relate to: (i) your use of the Platform (except to the extent arising directly from our willful misconduct or gross negligence), (ii) your violation of this Agreement, (iii) any of Your Content or any content, information or materials provided by any end users of Your Site, (iv) disputes or issues your end users may have with respect to you or Your Site, Your Content or any other transactions or interactions between you and such end users, (v) infringement by you of any intellectual property right, privacy right, right of publicity or other right of any person or entity; or (vi) your employment or engagement as an independent contractor of any individual, including without limitation any actual or alleged failure to pay amounts due to any such individual or any claim or adjudication that any such individual should be deemed an employee or contractor of TNC. We reserve the right to assume (at your expense) the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

XIII.    General Legal Terms

A.    This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed entirely within such state, determined without regard to conflict of laws principles that would result in an application of the laws of a different state.  Any dispute, claim, or controversy arising out of or relating to this Agreement, or its breach or validity, will be adjudicated only by the state or federal courts located in the State of California.  The Parties hereby expressly consent to the personal jurisdiction of such court and hereby waive (1) any objection to the exclusive jurisdiction and venue of such court; and (2) any purported right or claim to bring a motion to transfer pursuant to 28 U.S.C. §§1404 or 1406, or any comparable provision of law including the doctrine of forum non conveniens.

B.    If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way, and the invalid provision replaced by an enforceable provision most nearly approximating the intent of you and TNC.

C.    You may not assign this Agreement, in whole or in part. TNC may freely assign this Agreement, in whole or in part.

D.    You hereby consent to receive communications from TNC electronically in connection with this Agreement and your use of the Platform, including without limitation legal and regulatory disclosures and communications, notices of disclosures about a change in this Agreement and privacy policies and notices.  We will communicate with you by e-mail or by posting notices in the Platform user interface.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  In order to receive, access and view electronics communications from us, you must have a valid e-mail account and software that can be used to access it, software that can view PDF files, and all computer hardware and software and Internet connectivity necessary to access and use the foregoing.  It is your responsibility to keep your Platform account e-mail address up-to-date so that you are able to receive electronic communications from us.  You represent that your computer hardware and software meets the above requirements. You acknowledge and agree that we may send you electronic communications to the e-mail address provided to you in connection with your use of the Platform.  Notwithstanding your agreement and consent to exchange information with us electronically, we reserve the right to provide you, and the right to require you to provide us, with a written or paper version of any communication in addition to or instead of the electronic copy thereof in our discretion or as the law may require.  We also reserve the right to discontinue provision of communications electronically at any time, or to terminate or change the terms and conditions on which we provide electronic communications (provided that will give you with prior notice of such termination or change as required by law).  If you at any time wish to withdraw this consent, you may e-mail us at privacy@tinynewsco.org, provided that you acknowledge that such action shall constitute a termination of this Agreement and result in the termination of your Platform account and ability to use the Platform. You acknowledge and agree that your consent under this paragraph is being provided by you in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (the “ESIGN Act”), and that you and Company both intend that the ESIGN Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.

E.    This Agreement constitutes the entire agreement between you and TNC with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations and offers.  Neither your nor TNC is relying on any representations or warranties in connection with entry into this Agreement that are not expressly set forth in this Agreement.  No waiver of any breach or default of any provision hereof shall be deemed to be a waiver of any preceding or subsequent breach or default.

F.    TNC may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time.  Changes will be effective: (i) thirty (30) days after TNC provides notice of the Changes, whether such notice is provided through the Platform user interface, is sent to the e-mail address associated with your Platform account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a replacement of this Agreement incorporating the Changes, whichever comes first.  Except as set forth in the foregoing, this Agreement may only be amended in a writing executed by authorized representatives of you and TNC.