TERMS OF USE
Last
updated __________
TABLE OF
CONTENTS
These Terms of Use constitute a legally binding agreement made between you, whether personally
or on behalf of an entity (“you”) and __________
("
Company
,"
“we," “us," or
“our”), concerning your access to and use of the
__________ website as well as any
other media form, media channel, mobile website or mobile
application related, linked, or otherwise connected thereto
(collectively, the “Site”).
You agree that by accessing the Site, you have read, understood,
and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE
WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM
USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time
are hereby expressly incorporated herein by reference. We reserve
the right, in our sole discretion, to make changes or modifications
to these Terms of Use at any time
and for any reason. We
will alert you about any changes by updating the “Last updated” date
of these Terms of Use, and you waive any right to receive specific
notice of each such change. Please ensure that you check the
applicable Terms every time you use our Site so that you understand
which Terms apply. You will be subject to, and will be deemed to
have been made aware of and to have accepted, the changes in any
revised Terms of Use by your continued use of the Site after the
date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person
or entity in any jurisdiction or country where such distribution or
use would be contrary to law or regulation or which would subject us
to any registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Site from other
locations do so on their own initiative and are solely responsible
for compliance with local laws, if and to the extent local laws are
applicable.
2. INTELLECTUAL
PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary
property and all source code, databases, functionality, software,
website
designs, audio, video, text, photographs, and graphics on the Site
(collectively, the “Content”) and the trademarks, service marks, and
logos
contained therein (the “Marks”) are owned or controlled by us or
licensed to
us, and are protected by copyright and trademark laws and various
other
intellectual property rights and unfair competition laws of the
United States, international copyright laws, and international
conventions. The Content and the Marks are provided on the
Site “AS IS” for your information and personal use only. Except as
expressly provided in these Terms
of Use, no part of the Site and no Content or Marks may be copied,
reproduced,
aggregated, republished, uploaded, posted, publicly displayed,
encoded,
translated, transmitted, distributed, sold, licensed, or otherwise
exploited
for any commercial purpose whatsoever, without our express prior
written
permission.
Provided that you are eligible to use the Site, you are
granted a limited license to access and use the Site and to download
or print a
copy of any portion of the Content to which you have properly gained
access
solely for your personal, non-commercial use. We reserve all rights
not
expressly granted to you in and to the Site, the Content and the
Marks.
By
using the Site, you represent and warrant that:
(1) you have
the legal capacity and you agree to comply with these Terms
of Use;
(2) you are not a
minor in the jurisdiction in which you reside
; (
3) you will not
access the Site through automated or non-human means, whether
through a bot, script, or otherwise; (4) you will not
use the Site for any illegal or unauthorized purpose; and
(5) your use of
the Site will not violate any applicable law or
regulation.
If
you provide any information that is untrue, inaccurate, not
current, or incomplete, we have the right to suspend or
terminate your account and refuse any and all current or future
use of the Site (or any portion thereof).
You
may not access or use the Site for any purpose other than that
for which we make the Site available. The Site may not be used
in connection with any commercial endeavors except those that
are specifically endorsed or approved by us.
As
a user of the Site, you agree not to:
- Systematically
retrieve data or other content from the Site to
create or compile, directly or indirectly, a
collection, compilation, database, or directory
without written permission from us.
- Trick,
defraud, or mislead us and other users,
especially in any attempt to learn
sensitive account information such as
user
passwords.
- Circumvent,
disable, or otherwise interfere with
security-related features of the Site,
including features that prevent or
restrict the use or copying of any
Content or enforce limitations on the
use of the Site and/or the Content
contained
therein.
- Disparage,
tarnish, or otherwise harm, in our
opinion, us and/or the
Site.
- Use
any information obtained from the Site
in order to harass, abuse, or harm
another
person.
- Make
improper use of our support services or
submit false reports of abuse or
misconduct.
- Use
the Site in a manner inconsistent with
any applicable laws or
regulations.
- Engage
in unauthorized framing of or linking to
the
Site.
- Upload
or transmit (or attempt to upload or to
transmit) viruses, Trojan horses, or
other material, including excessive use
of capital letters and spamming
(continuous posting of repetitive text),
that interferes with any party’s
uninterrupted use and enjoyment of the
Site or modifies, impairs, disrupts,
alters, or interferes with the use,
features, functions, operation, or
maintenance of the
Site.
- Engage
in any automated use of the system, such
as using scripts to send comments or
messages, or using any data mining,
robots, or similar data gathering and
extraction
tools.
- Delete
the copyright or other proprietary
rights notice from any
Content.
- Attempt
to impersonate another user or person or
use the username of another
user.
- Upload
or transmit (or attempt to upload or to
transmit) any material that acts as a
passive or active information collection
or transmission mechanism, including
without limitation, clear graphics
interchange formats (“gifs”), 1×1
pixels, web bugs, cookies, or other
similar devices (sometimes referred to
as “spyware” or “passive collection
mechanisms” or
“pcms”).
- Interfere
with, disrupt, or create an undue burden
on the Site or the networks or services
connected to the
Site.
- Harass,
annoy, intimidate, or threaten any of
our employees or agents engaged in
providing any portion of the Site to
you.
- Attempt
to bypass any measures of the Site
designed to prevent or restrict access
to the Site, or any portion of the
Site.
- Copy
or adapt the Site’s software, including
but not limited to Flash, PHP, HTML,
JavaScript, or other
code.
- Except
as permitted by applicable law,
decipher, decompile, disassemble, or
reverse engineer any of the software
comprising or in any way making up a
part of the
Site.
- Except
as may be the result of standard search
engine or Internet browser usage, use,
launch, develop, or distribute any
automated system, including without
limitation, any spider, robot, cheat
utility, scraper, or offline reader that
accesses the Site, or using or launching
any unauthorized script or other
software.
- Use
a buying agent or purchasing agent to
make purchases on the
Site.
- Make
any unauthorized use of the Site,
including collecting usernames and/or
email addresses of users by electronic
or other means for the purpose of
sending unsolicited email, or creating
user accounts by automated means or
under false
pretenses.
- Use
the Site as part of any effort to
compete with us or otherwise use the
Site and/or the Content for any
revenue-generating endeavor or
commercial
enterprise.
5. USER
GENERATED CONTRIBUTIONS
The Site does not
offer users to submit or post content. We may
provide you with the opportunity to create, submit,
post, display, transmit, perform, publish,
distribute, or broadcast content and materials to us
or on the Site, including but not limited to text,
writings, video, audio, photographs, graphics,
comments, suggestions, or personal information or
other material (collectively, "Contributions").
Contributions may be viewable by other users of the
Site and through third-party websites. As such, any
Contributions you transmit may be treated in
accordance with the Site Privacy Policy. When you
create or make available any Contributions, you
thereby represent and warrant that:
- The
creation, distribution,
transmission, public display, or
performance, and the accessing, downloading,
or copying of your Contributions do not and
will not infringe the proprietary rights,
including but not limited to the copyright,
patent, trademark, trade secret, or moral
rights of any third party.
- You
are the creator and owner of or have the
necessary licenses, rights, consents,
releases, and permissions to use and to
authorize us, the Site, and other users of
the Site to use your Contributions in any
manner contemplated by the Site and these
Terms of Use.
- You
have the written consent, release, and/or
permission of each and every identifiable
individual person in your Contributions to use
the name or likeness of each and every such
identifiable individual person to enable
inclusion and use of your Contributions in any
manner contemplated by the Site and these Terms
of Use.
- Your
Contributions are not false, inaccurate, or
misleading.
- Your
Contributions are not unsolicited or
unauthorized advertising, promotional materials,
pyramid schemes, chain letters, spam, mass
mailings, or other forms of solicitation.
- Your
Contributions are not obscene, lewd, lascivious,
filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as
determined by us).
- Your
Contributions do not ridicule, mock, disparage,
intimidate, or abuse anyone.
- Your
Contributions are not used to harass or threaten
(in the legal sense of those terms) any other
person and to promote violence against a
specific person or class of people.
- Your
Contributions do not violate any applicable law,
regulation, or rule.
- Your
Contributions do not violate the privacy or
publicity rights of any third party.
- Your
Contributions do not violate any applicable law
concerning child pornography, or otherwise
intended to protect the health or well-being of
minors.
- Your
Contributions do not include any offensive
comments that are connected to race, national
origin, gender, sexual preference, or physical
handicap.
- Your
Contributions do not otherwise violate, or link
to material that violates, any provision of
these Terms of Use, or any applicable law or
regulation.
Any
use of the Site in violation of the foregoing
violates these Terms of Use and may result in, among
other things, termination or suspension of your
rights to use the Site.
You
and the Site agree that we may access, store, process, and use
any information and personal data that you provide following the
terms of the Privacy Policy and your choices (including
settings).
By
submitting suggestions or other feedback regarding the Site, you
agree that we can use and share such feedback for any purpose
without compensation to you.
We
do not assert any ownership over your Contributions. You retain
full ownership of all of your Contributions and any intellectual
property rights or other proprietary rights associated with your
Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any
area on the Site. You are solely responsible for your
Contributions to the Site and you expressly agree to exonerate
us from any and all responsibility and to refrain from any legal
action against us regarding your Contributions.
7. SUBMISSIONS
You acknowledge and agree that any questions,
comments, suggestions, ideas, feedback, or other information
regarding the Site ("Submissions") provided by you to us are
non-confidential and shall become our sole property. We shall own
exclusive rights, including all intellectual property rights, and
shall be entitled to the unrestricted use and dissemination of these
Submissions for any lawful purpose, commercial or otherwise, without
acknowledgment or compensation to you. You hereby waive all moral
rights to any such Submissions, and you hereby warrant that any such
Submissions are original with you or that you have the right to
submit such Submissions. You agree there shall be no recourse
against us for any alleged or actual infringement or
misappropriation of any proprietary right in your
Submissions.
We reserve the
right, but not the obligation, to: (1) monitor the Site for
violations of
these Terms of Use; (2) take appropriate legal action against anyone
who, in
our sole discretion, violates the law or these Terms of Use,
including without
limitation, reporting such user to law enforcement authorities; (3)
in our sole
discretion and without limitation, refuse, restrict access to, limit
the
availability of, or disable (to the extent technologically feasible)
any of
your Contributions or any portion thereof; (4) in our sole
discretion and
without limitation, notice, or liability, to remove from the Site or
otherwise
disable all files and content that are excessive in size or are in
any way
burdensome to our systems; and (5) otherwise manage the Site in a
manner
designed to protect our rights and property and to facilitate the
proper
functioning of the Site.
These
Terms of Use shall remain in full force and effect while you use
the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF
USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT
NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE
(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY
REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH
OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE
TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY
TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY
TIME,
WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate
or suspend your account for any reason, you are prohibited from
registering and
creating a new account under your name, a fake or borrowed name,
or the name of
any third party, even if you may be acting on behalf of the
third party. In
addition to terminating or suspending your account, we reserve
the right to
take appropriate legal action, including without limitation
pursuing civil,
criminal, and injunctive redress.
10. MODIFICATIONS
AND INTERRUPTIONS
We reserve the right to change, modify, or remove
the contents of the Site at any time or for any reason at our
sole discretion without notice. However, we have no obligation
to update any information on our Site. We also reserve the right
to modify or discontinue all or part of the Site without notice
at any time. We will not be liable to you or any third party for
any modification, price change, suspension, or discontinuance of
the Site.
We cannot guarantee
the Site will be available at all times. We may experience
hardware, software,
or other problems or need to perform maintenance related to the
Site, resulting
in interruptions, delays, or errors. We
reserve the right to change, revise, update, suspend,
discontinue, or otherwise
modify the Site at any time or for any reason without notice to
you. You agree that we have no liability
whatsoever for any loss, damage, or inconvenience caused by your
inability to
access or use the Site during any downtime or discontinuance of
the Site. Nothing in these Terms of Use will be
construed to obligate us to maintain and support the Site or to
supply any
corrections, updates, or releases in connection
therewith.
These
Terms shall be governed by and defined following the laws of
__________
. __________ and yourself irrevocably
consent that the courts of
__________
shall have exclusive jurisdiction to resolve
any dispute which may arise in connection with these terms.
Any
dispute arising
out of or in connection with this contract,
including any question regarding its
existence, validity or termination, shall be
referred to and finally resolved by the
International Commercial Arbitration Court
under the European Arbitration Chamber
(Belgium, Brussels, Avenue Louise, 146)
according to the Rules of this ICAC, which,
as a result of referring to it, is
considered as the part of this clause. The
number of arbitrators shall be __________. The
seat, or legal place, of arbitration
shall be
__________
. The
language of the proceedings shall be __________
. The governing law of the
contract shall be the substantive law of
__________
.
The
Parties agree that any arbitration shall be limited
to the Dispute between the Parties individually. To
the full extent permitted by law, (a) no arbitration
shall be joined with any other proceeding; (b) there
is no right or authority for any Dispute to be
arbitrated on a class-action basis or to utilize
class action procedures; and (c) there is no right
or authority for any Dispute to be brought in a
purported representative capacity on behalf of the
general public or any other persons.
Exceptions to
Arbitration
The
Parties agree that the following Disputes are not
subject to the above provisions concerning binding
arbitration: (a) any Disputes seeking to enforce or
protect, or concerning the validity of, any of the
intellectual property rights of a Party; (b) any
Dispute related to, or arising from, allegations of
theft, piracy, invasion of privacy, or unauthorized
use; and (c) any claim for injunctive relief. If
this provision is found to be illegal or
unenforceable, then neither Party will elect to
arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable
and such Dispute shall be decided by a court of
competent jurisdiction within the courts listed for
jurisdiction above, and the Parties agree to submit
to the personal jurisdiction of that court.
There may be
information on the Site that contains typographical errors,
inaccuracies, or
omissions, including descriptions, pricing, availability, and
various other
information. We reserve the right to
correct any errors, inaccuracies, or omissions and to change or
update the
information on the Site at any time, without prior notice.
THE SITE IS PROVIDED
ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR
SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS
OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF,
INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT
THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF
ANY
WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR
RESPONSIBILITY
FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND
MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM
YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO
OR USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR
FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION
TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE
LIKE WHICH
MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR
(6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR
DAMAGE OF
ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,
TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE,
GUARANTEE,
OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR
OFFERED BY A
THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY
WEBSITE OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL
NOT BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU
AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU
SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE.
15. LIMITATIONS
OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR
AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES
ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY
CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE
ACTION, WILL AT ALL TIMES BE LIMITED TO
THE LESSER OF THE AMOUNT
PAID, IF ANY, BY YOU TO US
OR __________
. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS
DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF
THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND
YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to
defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners,
and
employees, from and against any loss, damage, liability, claim, or
demand, including
reasonable attorneys’ fees and expenses, made by any third party due
to or
arising out of:
(1) use of the
Site; (2) breach of
these Terms of Use; (3) any breach of your
representations and warranties set forth in these Terms of Use;
(4) your violation of
the rights of a third party, including but not limited to
intellectual property rights; or (5) any overt harmful
act toward any other user of the Site with whom you connected
via the Site. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense and
control of any matter for which you are required to indemnify
us, and you agree to cooperate, at your expense, with our
defense of such claims. We will use reasonable efforts to notify
you of any such claim, action, or proceeding which is subject to
this indemnification upon becoming aware of it.
We will maintain
certain data that you transmit to the Site for the purpose of
managing the
performance of the Site, as well as data relating to your use of the
Site. Although we perform regular routine backups
of data, you are solely responsible for all data that you transmit
or that
relates to any activity you have undertaken using the Site. You
agree
that we shall have no liability to you for any loss or corruption of
any such
data, and you hereby waive any right of action against us arising
from any such
loss or corruption of such data.
18. ELECTRONIC
COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing
online forms constitute electronic communications. You consent to
receive electronic communications, and you agree that all
agreements, notices, disclosures, and other communications we
provide to you electronically, via email and on the Site, satisfy
any legal requirement that such communication be in writing. YOU
HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES,
AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE
SITE. You hereby waive any rights or requirements under any
statutes, regulations, rules, ordinances, or other laws in any
jurisdiction which require an original signature or delivery or
retention of non-electronic records, or to payments or the granting
of credits by any means other than electronic means.
These Terms of Use and any policies or operating
rules posted by us on the Site or in respect to the Site constitute
the entire agreement and understanding between you and us. Our
failure to exercise or enforce any right or provision of these Terms
of Use shall not operate as a waiver of such right or provision.
These Terms of Use operate to the fullest extent permissible by law.
We may assign any or all of our rights and obligations to others at
any time. We shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our
reasonable control. If any provision or part of a provision of these
Terms of Use is determined to be unlawful, void, or unenforceable,
that provision or part of the provision is deemed severable from
these Terms of Use and does not affect the validity and
enforceability of any remaining provisions. There is no joint
venture, partnership, employment or agency relationship created
between you and us as a result of these Terms of Use or use of the
Site. You agree that these Terms of Use will not be construed
against us by virtue of having drafted them. You hereby waive any
and all defenses you may have based on the electronic form of these
Terms of Use and the lack of signing by the parties hereto to
execute these Terms of Use.
In order to resolve a complaint regarding the Site
or to receive further information regarding use of the Site,
please contact us at:
__________
__________
Phone:
__________
__________