The term Website, as used herein and defined in paragraph 1 includes, without limitation, information, links, and any other service which may be accessed through any medium or device now known or hereafter developed and available on the Website, including without limitation the Services. You understand and agree that your use of the Website may result in certain communications from Company, such as service announcements, order processing and administrative messages.
Acceptance of Terms.
In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by using the Services. In this case, you understand and agree that Company will treat your use of the Services as acceptance of the Terms from that point onwards. You may not use the Services and may not accept the Terms if: (i) you are not of legal age to form a binding contract with Company; or (ii) you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services.
Changes to Terms.
Company may change the Terms from time to time. When these changes are made, Company will post the revised Terms here. You understand and agree that if you use the Services after the date on which the applicable Terms have changed, your use constitutes acceptance of the updated Terms.
You agree to use the Website only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices in the relevant jurisdictions.
You agree that you will not:
- Engage in any activity that interferes with or disrupts the Website, the Services or the servers and networks which are connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- Use the Services for any fraudulent or illegal purpose, or to gather personally identifiable information without prior consent;
- Forge headers, manipulate identifiers, or engage in any other conduct to disguise the origin of any Content or alter any Content;
- Upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
- Upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or any telecommunications equipment;
- Upload, post, email, transmit or otherwise make available any commercial Content; or
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, during registration or otherwise.
Company reserves the right, but has no obligation, to monitor, filter, review, refuse, or remove any Content from the Website for any reason and with or without notice.
The Terms will continue to apply until terminated by either you or Company. If you want to terminate your legal agreement with Company, you may do so by ceasing your use of all Services. Company may terminate its legal agreement with you at any time, in its sole discretion, and with or without notice, including if: (i) you have breached any provision of the Terms; (ii) the Services are modified, eliminated, or no longer commercially viable.
You understand that all information or material accessible as part of, or through, the Services or the Website (the “Content”) is the sole responsibility of the person from which such information or material originated. All Content, including but not limited to advertisements, posts, blogs, messages, and third-party links on the Website, may be protected by intellectual property rights which are owned by the provider of the Content (or by other persons or entities). You may not modify, rent, lease, loan, sell, distribute, copy, or create derivative works based on this Content (either in whole or in part) unless you have been given written permission by the owners of that Content. You acknowledge and agree that: (i) Company (or its licensors) owns all legal right, title and interest in and to the Services and to the Content created by Company, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights might exist); and (ii) that Company is in no way responsible for, nor shall have any liability related to, any Content which is not created by Company. The trademarks, service marks, and trade names appearing on the Website are the common law or registered trademarks of Company, its licensors, or others. No trademark, service mark, or trade name may be used without the express written permission of the owner.
By submitting ideas, suggestions, reviews, documents, and/or proposals (“Contributions”) to Company, you acknowledge, represent, and agree that:
- Your Contributions do not contain confidential or proprietary information;
- Company is not under any obligation of confidentiality, express or implied, with respect to the Contributions;
- Company shall be entitled to use or disclose such Contributions for any purpose;
- Company may have something similar to the Contributions already under consideration or in development;
- Your Contributions automatically become the property of Company without any obligation of Company to you; and
- You are not entitled to any compensation or reimbursement of any kind from Company under any circumstances.
- Outgoing. The Services may include hyperlinks to other web sites or resources. Company may have no control over any such web sites or resources. You acknowledge and agree that Company is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. You acknowledge and agree that Company is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products or other materials on, or available from, such web sites or resources.
- Incoming. You are free to establish a link to the Website so long as the link does not state or imply Company’s endorsement or sponsorship of you, your company, or your site. You may not frame any portion of the Website without the prior written permission of Company.
Disputes with Third Parties.
If there is a dispute between Website users, or between a user and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other participants or third parties, you release Company, its officers, employees, agents, representatives and successors from any claims, demands and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.
Modification or Cessation of Services.
You acknowledge and agree that the form and nature of the Services which Company provides may change from time to time without prior notice to you. You acknowledge and agree that Company may also stop, permanently or temporarily, providing the Services (or any features) to you or to users generally in Company’s sole discretion, without prior notice to you. You agree that Company shall not be liable to you or to any third party for any modification, suspension, or cessation of the Services.
You agree to indemnify and hold Company harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Services, your use of the Services, your connection to the Website or Services, your violation of the Terms, or your violation of any rights of another. You also agree to indemnify and hold Company harmless from any liability or damages resulting from the use of Content provided through the Services or on the Website, regardless of whether such information was provided by Company or a third party.
DISCLAIMER OF WARRANTIES.
You expressly understand and agree that your use of the Services is at your sole risk and that the Services are provided “as is” and “as available.” In particular, Company, its principals, affiliates, and its licensors, do not represent or warrant to you that (a) your use of the Services will meet your requirements; (b) your use of the services will be uninterrupted, timely, secure, or free from error; (c) any information obtained by you as a result of your use of the Services will be accurate or reliable; and (d) that defects in the operation or functionality of any software provided to you as part of the Services will be corrected. Any material obtained through the use of the Services is done at your own discretion and risk and you are solely responsible for any damage to your computer system or other device, or loss of data that results from any such materials. No information, whether oral or written, obtained by you from Company or through or from the Services shall create any warranty not expressly stated in the Terms. Company further expressly disclaims all warranties and conditions of any kind related to the Website, the Services or products purchased through either, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement.
LIMITATION OF LIABILITY.
You expressly understand and agree that Company, its principals, its affiliates, and its licensors shall not be liable to you for:
- any direct, indirect, incidental, special, consequential, or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of good will or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss; or
- any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of: (i) any reliance placed by you on the completeness, accuracy or existence of any Content, or as a result of any relationship or transaction between you and any third party; (ii) any change which Company may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (iii) the deletion of, corruption of, or failure to store, any Content; or (iv) your failure to keep your password or account details secure and confidential. The limitations on Company’s liability to you shall apply whether or not Company has been advised of or should have been aware of the possibility of any such losses arising.
Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
You acknowledge and agree that: (a) you have read and understood the Terms; (b) the Terms are fair, reasonable, and not unduly restrictive; and (c) you have had the opportunity to confer with legal counsel of your choice prior to agreeing to the Terms.
Upon termination of these Terms, the provisions regarding Intellectual Property, Contributions, Disputes with Third Parties, Indemnity, Disclaimer of Warranties, Limitation of Liability, Acknowledgment, Survival, and General Provisions shall survive.
- Notices. Company may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Website or through the Services.
- Waiver. Any waiver by Company of any breach of, or failure to comply with, any provision of the Terms by you shall be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of, or failure to comply with, any other provision of the Terms.
- Attorneys’ Fees. In connection with any litigation arising out of these Terms, the prevailing party shall be entitled to recover all costs incurred, including attorneys’ fees, whether incurred during settlement, at trial, in arbitration, on appeal, or in any bankruptcy proceeding.
- Severability. Any provision of these Terms that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of these Terms or affecting the validity or enforceability of any of the provisions of these Terms in any other jurisdiction.
- Waiver of Jury Trial. By agreeing to these Terms, the parties knowingly and willingly waive any right they have under applicable law to a trial by jury in any dispute arising out of or in any way related to these Terms.
- Binding Effect. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns or legal representatives.
- Force Majeure. Company shall not be deemed in breach of these Terms to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted, or prevented by reason of any act of God, natural disaster, act of government, or any other act or condition beyond Company’s reasonable control.
- Joint Drafting. If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of these Terms.
- Non-Assignment. This agreement may not be assigned by you. Company may assign all, or certain portions, of this agreement at any time.