Thank you for using Perforate! We're happy you're here.
Please read this Terms of Service agreement carefully before accessing or using Perforate. Because it is such an important contract between us and our users, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.
| Section | What can you find there? |
|---|---|
| A. Definitions | Some basic terms, defined in a way that will help you understand this agreement. Refer back up to this section for clarification. |
| B. Account Terms | These are the basic requirements of having an Account on Perforate. |
| C. Acceptable Use | These are the basic rules you must follow when using your Perforate Account. |
| D. User-Generated Content | You own the content you post on Perforate. However, you have some responsibilities regarding it, and we ask you to grant us some rights so we can provide services to you. |
| E. Private Repositories | This section talks about how Perforate will treat content you post in private repositories. |
| F. Copyright & DMCA Policy | This section talks about how Perforate will respond if you believe someone is infringing your copyrights on Perforate. |
| G. Intellectual Property Notice | This describes Perforate's rights in the website and service. |
| H. Unused | This section is unused. |
| I. Unused | This section is unused. |
| J. Unused | This section is unused. |
| K. Payment | You are responsible for payment. We are responsible for billing you accurately. |
| L. Cancellation and Termination | You may cancel this agreement and close your Account at any time. |
| M. Communications with Perforate | We only use email and other electronic means to stay in touch with our users. We do not provide phone support. |
| N. Disclaimer of Warranties | We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect. |
| O. Limitation of Liability | We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you. |
| P. Release and Indemnification | You are fully responsible for your use of the service. |
| Q. Changes to these Terms of Service | We may modify this agreement, but we will give you 30 days' notice of material changes. |
| R. Miscellaneous | Please see this section for legal details including our choice of law. |
Effective date: November 16, 2020
Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There's not going to be a test on it, but it's still useful information.
An "Account" represents your legal relationship with Perforate. A “Personal Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on Perforate. “Teams” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A Personal Account can be a member of any number of Teams. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the "Terms") and all other operating rules, policies (including the Perforate Privacy Statement, available at perforate.app/help/privacy) and procedures that we may publish from time to time on the Website. "Beta Previews" mean software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings. “Content” refers to content featured or displayed through the Website, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own. “Perforate,” “We,” and “Us” refer to Perforate, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees. The “Service” refers to the applications, software, products, and services provided by Perforate. “The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 13 years of age. Special terms may apply for business or government Accounts (See Section B(5): Additional Terms). The “Website” refers to Perforate’s website located at perforate.app, and all content, services, and products provided by Perforate at or through the Website.Short version: Personal Accounts and Teams have different administrative controls; a human must create your Account; you must be 13 or over; you must provide a valid email address; and you may not have more than one free Account. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.
Users. Subject to these Terms, you retain ultimate administrative control over your Personal Account and the Content within it.
Teams. The "owner" of an Team that was created under these Terms has ultimate administrative control over that Team and the Content within it. Within the Service, an owner can manage User access to the Team’s data and projects. An Team may have multiple owners, but there must be at least one Personal Account designated as an owner of an Team. If you are the owner of an Team under these Terms, we consider you responsible for the actions that are performed on or through that Team.
You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid Account, in which case additional information will be necessary for billing purposes.
We have a few simple rules for Personal Accounts on Perforate's Service. - You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted. We do permit machine accounts: - A machine account is an Account set up by an individual human who accepts the Terms on behalf of the Account, provides a valid email address, and is responsible for its actions. A machine account is used exclusively for performing automated tasks. Multiple users may direct the actions of a machine account, but the owner of the Account is ultimately responsible for the machine's actions. You may maintain no more than one free machine account in addition to your free Personal Account. - One person or legal entity may maintain no more than one free Account (if you choose to control a machine account as well, that's fine, but it can only be used for running a machine). - You must be age 13 or older. While we are thrilled to see brilliant young coders get excited by learning to program, we must comply with United States law. Perforate does not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User’s Account immediately. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws. - Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid Team may only provide access to as many Personal Accounts as your subscription allows. - You may not use Perforate in violation of export control or sanctions laws of the United States or any other applicable jurisdiction. You may not use Perforate 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.
You are responsible for keeping your Account secure while you use our Service. We offer tools such as two-factor authentication to help you maintain your Account's security, but the content of your Account and its security are up to you. - You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account). - You are responsible for maintaining the security of your Account and password. Perforate cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
Short version: Perforate hosts a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the service, you must follow the terms of this section, which include some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.
Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.
Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close Accounts if we need to.
You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.
We have the right to refuse or remove any User-Generated Content that, in our sole discretion, violates any laws or any of our policies.
You retain ownership of and responsibility for Your Content. 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 Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.
Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Perforate Users — certain legal permissions, listed in Sections D.4 — D.1. These license grants apply to Your Content. If you upload Content that already comes with a license granting Perforate the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.1. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have forked it.
We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display Your Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. This license 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 Content is something like music or video.
Any User-Generated Content you post publicly, including issues, comments, and contributions to other Users' repositories, may be viewed by others. By setting your repositories to be viewed publicly, you agree to allow others to view and "fork" your repositories (this means that others may make their own copies of Content from your repositories in repositories they control).
If you set your pages and repositories to be viewed publicly, you grant each User of Perforate a nonexclusive, worldwide license to use, display, and perform Your Content through the Perforate Service and to reproduce Your Content solely on Perforate as permitted through Perforate's functionality. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Perforate Users.
Whenever you add Content to a repository containing notice of a license, you license that Content under the same terms, and you agree that you have the right to license that Content under those terms. If you have a separate agreement to license that Content under different terms, such as a contributor license agreement, that agreement will supersede.
Isn't this just how it works already? Yep. This is widely accepted as the norm in the open-source community; it's commonly referred to by the shorthand "inbound=outbound". We're just making it explicit.
You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, 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 Section D.4, but not otherwise.
To the extent this agreement is not enforceable by applicable law, you grant Perforate the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.
Short version: We treat the content of private repositories as confidential, and we only access it as described in our Privacy Statement—for security purposes, to assist the repository owner with a support matter, to maintain the integrity of the Service, to comply with our legal obligations, if we have reason to believe the contents are in violation of the law, or with your consent.
Some Accounts may have private repositories, which allow the User to control access to Content.
Perforate considers the contents of private repositories to be confidential to you. Perforate will protect the contents of private repositories 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.
Perforate personnel may access the content of your private repositories if compelled by law to disclose the contents of your private repositories.
Perforate will provide notice regarding our access to private repository content, unless for legal disclosure, to comply with our legal obligations, or where otherwise bound by requirements under law, for automated scanning, or if in response to a security threat or other risk to security.
If you believe that content on our website violates your copyright, please contact us. If you are a copyright owner and you believe that content on Perforate violates your rights, please contact us by emailing [email protected]. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.
Perforate and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website 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 Website and Service is copyright © Perforate, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Perforate.
Short version: You are responsible for any fees associated with your use of Perforate. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.
Our pricing and payment terms are available at perforate.app/pricing. If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.
Payment Based on Plan For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open Account; however, the service will remain active for the length of the paid billing period. In order to treat everyone equally, no exceptions will be made.
Invoicing For invoiced Users, User agrees to pay the fees in full, up front without deduction or setoff of any kind, in U.S. Dollars. User must pay the fees within thirty (30) days of the Perforate invoice date. Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If User fails to pay any fees on time, Perforate reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable order form. User is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Perforate's net income) that are imposed or become due in connection with this Agreement.
By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for Perforate.
You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Perforate any charge incurred in connection with your use of the Service. You are responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.
Short version: You may close your Account at any time. If you do, we'll treat your information responsibly.
It is your responsibility to properly cancel your Account with Perforate. You can cancel your Account at any time by going into your Settings. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel Accounts in response to an email or phone request.
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 full profile and the Content of your repositories within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is canceled.
We will not delete Content that you have contributed to other Users' repositories or that other Users have forked.
Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.
Perforate has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Perforate reserves the right to refuse service to anyone for any reason at any time.
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.
Short version: We use email and other electronic means to stay in touch with our users.
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 Terms of Service, 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. This section does not affect your non-waivable rights.
Communications made through email or Perforate Support's messaging system will not constitute legal notice to Perforate or any of its officers, employees, agents or representatives in any situation where notice to Perforate is required by contract or any law or regulation.
Perforate only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.
Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
Perforate provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
Perforate 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. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.
Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.
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
the use, disclosure, or display of your User-Generated Content; your use or inability to use the Service; any modification, price change, suspension or discontinuance of the Service; the Service generally or the software or systems that make the Service available; unauthorized access to or alterations of your transmissions or data; statements or conduct of any third party on the Service; any other user interactions that you input or receive through your use of the Service; or any other matter relating to the Service.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. We will have no liability for any failure or delay due to matters beyond our reasonable control.
Short version: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.
If you have a dispute with one or more Users, you agree to release Perforate 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.
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 Website and the Service, including but not limited to your violation of this Agreement, provided that Perforate (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 Perforate of all liability); and (3) provides to you all reasonable assistance, at your expense.
Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any material changes and give you time to adjust to them.
We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price increases, at least 30 days prior to the change taking effect by posting a notice on our Website or sending email to the primary email address specified in your Perforate account. Customer's continued use of the Service after those 30 days constitutes agreement to those revisions of this Agreement. For any other modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.
Except to the extent applicable law provides otherwise, this Agreement between you and Perforate and any access to or use of the Website or the Service are governed by the laws of Australia, without regard to conflict of law provisions. You and Perforate agree to submit to the exclusive jurisdiction and venue of the courts located at the location chosen by Perforate.
Perforate may assign or delegate these Terms of Service and/or the Perforate Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.
Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
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. Any failure on the part of Perforate to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
This Agreement may only be modified by a written amendment signed by an authorized representative of Perforate, or by the posting by Perforate of a revised version in accordance with Section Q. Changes to These Terms. These Terms of Service, together with the Perforate Privacy Statement, 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 Perforate relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.