Last Updated: October 29, 2021
Hello, writers! We’ve drafted these Terms of Service (the “Terms”) so you’ll know the rules that govern your use of the website located at foster.co (the “Site”), the collaborative writing workflow services accessible through the Site and the mobile application (the “App”) offered by Compound Writing, Inc. (“Foster”, “we” or “us”). To make these Terms easier to read, the Site, our services and the App are collectively called the “Services.”
ARBITRATION NOTICE FOR U.S. CUSTOMERS: EXCEPT FOR CERTAIN DISPUTES, YOU AGREE TO RESOLVE ANY DISPUTE BETWEEN YOU AND FOSTER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT AS DESCRIBED IN SECTION 16.
1. Agreement to Terms. By using our Services, you agree to these Terms. If you don’t agree to these Terms, do not use the Services. If you are using the Services on behalf of a business entity, you represent that you are authorized to do so, and have the authority to agree to the Terms on behalf of this entity.
3. Changes to these Terms or the Services. We may update these Terms from time to time. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or by sending you other communications. 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. We may change or discontinue all or any part of the Services at any time and without notice to you, at our sole discretion.
4. Who May Use the Services? You must be 18 years or older and legally capable of forming a binding contract to use our Services. You’ll also need to create an account. You are responsible for any activity that occurs in your account, so it’s important that you keep your account secure and all account information up to date. If you think someone you don’t know and/or haven’t authorized to use your account has gained access to your account, please reach out immediately to email@example.com.
5. Subscriptions and Payments.
(a) Subscriptions. You can sign up for our free, Basic subscription tier, or either of our paid subscription tiers: Premium or Pro (each, a “Subscription”) through the Services. For more information about each tier, please go to https://app.foster.co/subscription-features.
(b) Payments. Certain features of our Services are only available through our paid Premium or Pro Subscriptions. To ensure that the service is uninterrupted, ALL PAID SUBSCRIPTIONS ARE RENEWED AUTOMATICALLY. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you the Subscription fee posted on the Services, plus any applicable taxes and charges (the “Subscription Fee”) at the beginning of your Subscription, and then every month on that same date, at the then-current Subscription Fee until you or we cancel your Subscription. We/our payment processors will use the payment method you provide when signing up initially. When you pay the Subscription Fee, you agree to the pricing and billing policies communicated to you via the Services. You represent and warrant that you have the legal right to use all payment method(s) you have provided. All Subscription Fees are non-refundable and non-transferable unless we cancel your payment. All fees are stated and payable in United States dollars.
(c) Cancellation. You can cancel your Subscription at any time through your account or by emailing firstname.lastname@example.org, and you will continue having access to the paid features through the end of your then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION.
6. Content Ownership.
(a) Ownership of Content. When using our Services, you’ll be able to create, upload, post, send, receive, and store content. Anything (other than Services Improvement Suggestions, as defined in Section 17) that you post or otherwise make available through the Services is your “Member Content”. Foster does not claim any ownership rights in any Member Content.
(i) Basic or Premium Subscription. This section titled “Basic or Premium Subscription” applies if you are a user of the Basic or Premium Subscription tiers. Any original writing that you submit to the Services for community feedback (each, an “Original Writing”) is your Member Content, and you own all such Original Writing. If any member submits feedback, comments, modifications, or edits (collectively, the “Written Contributions”) to your Original Writing, you own such Written Contributions as well. Likewise, if you choose to submit Written Contributions to another member’s Original Writing, you agree that such other member owns those Written Contributions. As a result, you will need to give (in legal language, this is called assigning and transferring) any rights you may have in those Written Contributions to that other member. You hereby irrevocably transfer and assign to such member and agree to irrevocably transfer and assign to such member, all right, title and interest in and to such Written Contributions, including all worldwide copyright rights and any and all other intellectual property or proprietary rights in such Written Contributions. To the fullest extent permitted by applicable law, you also hereby waive and agree never to assert, any and all moral rights that you may have in or with respect to any Written Contributions (this ensures that the other member can do anything that member wants with the Written Contributions without credit or compensation to you.).
(ii) Pro Subscription. This section titled “Pro Subscription” applies if you are a user of the Pro Subscription features. Any idea, concept or general inspiration for a written piece that you submit to the Services (each, an “Inspiration”) for writers introduced to you by Foster (each, a “Foster Writer”) to write and deliver to you a completed written piece based on such Inspiration (each, a “Commissioned Writing”) is your Member Content, and you own all such Inspiration and Commissioned Writings. Upon full payment to Foster of the fees you owe in connection with such Commissioned Writing, Foster hereby irrevocably transfers and assigns to you, and agrees to irrevocably transfer and assign to you, all right, title and interest in and to the Commissioned Writings derived from the Foster Writers, including all worldwide copyright rights and any and all other intellectual property or proprietary rights therein.
(b) Permissions to Your Member Content. You retain all ownership rights in your Member Content (which, for clarity, does not include any Written Contributions you may make to other members’ submissions; such Written Contributions forming part of such other members’ Member Content). As a result, we need your permission (in legal language, this is called a license) to use your Member Content to allow other users to provide Written Contributions to your Member Content or otherwise provide our Services to you. You hereby grant to Foster a non-exclusive (which means you can license your Member Content to others), transferable, worldwide, perpetual, irrevocable, royalty-free (meaning we don’t pay you for it) and sublicensable (which means we can license your Member Content to others) license to use, copy, modify, create derivative works based upon (which allows other users to edit your Member Content), distribute, publicly display, publicly perform, transmit and otherwise exploit your Member Content solely for the purpose of helping us provide our Services to you.
(c) Your Responsibility for Member Content. You are responsible for all your Member Content. That means you represent and warrant that your Member Content and any use of your Member Content will not infringe, misappropriate or violate a third party’s intellectual property rights and rights of publicity or privacy, or violate any applicable law or regulation. We may remove any Member Content at any time for any reason. You also understand that Foster will not be responsible under any circumstances for any Commissioned Writing obtained by you via the Services, including, without limitation, for any claim by a third party alleging that the Commissioned Writing infringes upon such third party’s intellectual property or any other rights. To the extent permitted by law, your sole remedy in such circumstances will be against the applicable Foster Writer.
(d) Foster’s Content. Our Services include content that belongs to Foster – for example, text, images or designs that we provide to you via the Services. You can use our content as allowed by these Terms, but you understand that we own this content and any and all intellectual property rights in that content.
7. Rights and Terms for Apps.
(a) App License. This section lays out the rights you have to use our App. Basically, you can use the App for the purposes for which it has been provided but for no other purpose. If you comply with these Terms, we grant you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means. In short, you may not use the App in ways that are not authorized by these Terms.
(b) Additional Information: Apple App Store. This section titled “Additional Information: Apple Store” is required by Apple and applies if you acquired the App from the Apple App Store or use the App in an iOS device. Apple doesn’t have the obligation to provide any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
8. General Prohibitions and Foster’s Enforcement Rights. Foster’s community, like any community, functions best when its members follow a few simple rules. You agree not to do any of the following:
(a) Post any Member Content that: (i) infringes, misappropriates or violates a third party’s copyright, trademark, or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate our Community Guidelines (available here) or any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive as defined under applicable laws (for clarity, you are allowed to post fictional works on the Services); (iv) is defamatory, obscene, pornographic, vulgar or offensive without any artistic merit; (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;
(b) Remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services;
(c) Use, display, mirror or frame any part of the Services without Foster’s express written consent;
(d) Attempt to access areas or features of the Services that you are not authorized to access;
(e) Probe, scan or test the vulnerability of our Services or any system or network;
(f) Circumvent any technological measure that we implement to protect the Services;
(g) Crawl, scrape, or otherwise cache any content from the Services;
(h) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
(i) Interfere with, disrupt, negatively affect, or inhibit other members from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services
(j) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(k) Impersonate or misrepresent your affiliation with any person or entity;
(l) Create or submit unwanted comments to any Foster member;
(m) Violate any applicable law or regulation; or
(n) Encourage or enable any other individual to do any of the foregoing.
While we don’t have to do so, we may access, review, screen, and delete your Member Content at any time and for any reason. However, we cannot, and do not, take responsibility for any Member Content. We may consult and cooperate with law enforcement authorities to prosecute users who violate the law.
9. DMCA/Copyright Policy. Foster respects copyright law and expects you to do the same. If we become aware that a member has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the member’s account. Please see Foster’s Copyright and IP Policy for more information.
10. Links to Third Party Websites or Resources. The Services (including the App) may allow you to access third-party websites or other resources. We provide access as a convenience to you and are not responsible for the content displayed on such websites. You are solely responsibility for and assume all risk arising from your use of any third-party resources.
12. Termination. While we hope you remain a lifelong Foster member, you can terminate these Terms at any time and for any reason by sending us an email at email@example.com. Foster may also terminate these Terms with you at any time, for any reason, and without advanced notice. That means that we may stop providing you with any Services. Regardless of who terminates these Terms, both you and Foster continue to be bound by Sections 5 (only for payments due and owing to Foster prior to the termination), 6(b), 6(c), 6(d), and 8, through 17 of the Terms.
13. WARRANTY DISCLAIMERS. WE TRY TO KEEP THE SERVICES UP AND RUNNING AND FREE OF ANNOYANCES. BUT WE MAKE NO PROMISES THAT WE WILL SUCCEED. 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. 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. WE MAKE NO ASSURANCES THAT THE SERVICES WILL RENDER ANY PARTICULAR BENEFIT TO YOU.
14. Indemnity. If we’re exposed to any sort of liability relating to certain of your acts (e.g., your submission of infringing content), your violation of the agreement, or any use of your account (whether or not authorized by you), then you’ll step into our shoes and cover that liability for us. You will indemnify and hold Foster 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 Member Content, or (c) your violation of these Terms.
15. Limitation of Liability. Our aggregate liability under the agreement is limited to direct damages and won’t exceed the greater of $100 or the amounts you paid or owe us, unless applicable laws require something else, in which case you’re entitled to what applicable laws require.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER FOSTER 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, EVEN IF WE OR OUR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID OR ARE PAYABLE BY YOU TO FOSTER.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FOSTER AND YOU.
16. Governing Law and Forum Choice. We try to provide clear rules so that we can limit or hopefully avoid disputes between you and us. If a dispute does arise, however, it’s useful to know up front where it can be resolved and what laws will apply. The Federal Arbitration Act, federal arbitration law, and the laws of the State of California will govern all disputes arising out of or relating to these Terms or any related services, regardless of conflict of laws rules. Except as otherwise expressly stated in Section 16 “Dispute Resolution,” all Disputes (as defined below) that you and Foster are not required to arbitrate will be resolved exclusively in the state and federal courts located in the County of Los Angeles, CA and you and Foster consent to jurisdiction and venue in those courts.
17. Dispute Resolution.
(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. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Dispute Resolution Section shall be interpreted as limiting any non-waivable statutory rights. You and Foster each waive 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 16(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 Consumer Arbitration Rules (the “AAA 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 Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. 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 16(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 FOSTER 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 16(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.
18. General Terms.
(a) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Services Improvement Suggestions”). If you choose to submit Services Improvement Suggestions, you agree that we are free to use it, and allow others to use it, without any restriction or compensation to you.
(b) Reservation of Rights. You acknowledge that Foster (and its licensors) own all right, title and interest in and to the Services, including all associated intellectual property rights.
(c) Entire Agreement. These Terms make up the entire agreement between you and us regarding your use of the Services and supersede any prior agreements.
(d) Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Foster’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be void. Foster 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.
(e) Notices. We can provide you legal notices through email or the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(f) Waiver of Rights. If we do not enforce of provision in these Terms, it will not be considered a waiver. 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.
19. Contact Information. If you have any questions about these Terms or the Services, please contact Foster at firstname.lastname@example.org.