Last Updated: June 2018
These Terms are subject to modification from time to time as described below and you can review the most current version at any time on the Site. BY ACCESSING AND/OR USING THE PLATFORM OR ANY OTHER SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY, AND BECOME A PARTY TO, THE TERMS AND PROVISIONS OF THIS AGREEMENT. If You do not agree to the terms and conditions of this Agreement or if You are not authorized to enter into or be bound by this Agreement, then do not access or use the Platform or any other Services. These Terms are a legal agreement between You and the Company (entered into as of the first date You access or use the Platform or other Company Services) and applies to You whether You are a user of the Platform and/or other Company Services, a visitor accessing publicly available portions of the Platform, or any other individual or entity accessing or using the Company Services (collectively, “Users”). All access to and use of the Platform or other Company Services by You, including any content, information, products or services therein, are subject to the terms and conditions of this Agreement and conditioned upon You becoming a party hereto.
I. USE OF THE PLATFORM AND OTHER COMPANY SERVICES; USER ACCOUNTS
A. Company Services. Provided You have agreed to comply with and are bound by this Agreement, You may use the Company Services, subject to and in compliance with this Agreement and all applicable local, state, national and international laws, rules and regulations. Your right to access and use the Company Services is non-exclusive, non-transferable, non-sublicensable, and fully revocable. Use of any Company Services that are subject to special registration, restricted access or payment is further subject to the other terms and conditions specified by the Company as applicable to the use of such other Company Services. You agree that we may collect location information from You when using the Platform or other Company Services and understand that such location information is required for the Platform and potentially other Company Services to properly or fully function.
B. Proprietary Rights. Title to and ownership of the Company Services (including the Platform), including all intellectual property rights therein and thereto, are and shall remain the exclusive property of the Company and its suppliers and licensors, and, subject to the limited rights and license expressly granted hereunder, the Company and its licensors retain all right, title and interest in and to the Company Services (including the Platform) and in and to all of the Company’s other intellectual property rights. No intellectual property or other rights or licenses are granted or otherwise provided by the Company under this Agreement, by implication, estoppel or otherwise, beyond those expressly provided for herein.
D. Restrictions and Limitations. You shall have no right to, and shall not, reverse engineer, disassemble, decompile, copy, modify, spider, crawl, or create derivative works of or based on, sell, resell, display, distribute, disseminate, rent or lease the Company Services (including the Platform) or any part thereof, except to the extent applicable law otherwise requires You to be allowed to do so. You shall not remove, alter or conceal any copyright or trademark or other proprietary rights notices incorporated in or accompanying the Company Services (including the Platform). You shall comply with all applicable laws in your use of the Company Services (including the Platform) and shall not use any of them for purposes for which they are not designed. You shall immediately notify the Company of any violation of the restrictions or limitations on use or access to the Company Services specified in this Agreement. The Company may also suspend or terminate a User’s account and/or access to the Company Services (or the Platform) at any time and for any reason (or no reason), in its sole discretion.
E. User Accounts and Information: If You sign up or register with the Company and/or set up your Company account (if applicable), You agree, represent and warrant that all information provided by You to Company upon sign up and/or registration and at all other times through the Company Services will be true, accurate, current and complete. If any material information you provided to the Company in connection with the Company Services changes or is updated, You agree to promptly notify the Company about such changes and provide updated information. In some cases you may sign-up or access and login to your account for the Company Services through Facebook or similar third party services, in which case You hereby authorize the Company to access and interface with your Facebook account and any associated information provided in connection therewith. You are entirely responsible for maintaining the confidentiality of your account information and password. You agree not to (a) use the account, username, or password of another User, or (b) disclose your password to, or share your account with, any third party or allow or authorize any individual or entity to use your account or user ID with the Company. You agree to notify the Company immediately if You suspect any unauthorized use of your account or access to your password or account. You are solely responsible for any and all use of your account.
F. Minimum Age Requirement. You must be at least 18 years of age or older to sign-up or register for, or install or use, the Platform or other Company Services. If You are under 18 years of age, You are not permitted to use the Platform or other Company Services.
II. USER CONTENT
A. Content From You. In connection with the use of the Platform and other Company Services, You and other Users may submit or share information, communications, photographs, video and other content. The Company prohibits copyright infringement or the infringement of other intellectual property rights through the Company Service. The Company respects the copyright and other rights of content owners and requires its Users to do the same when using the Company Service. Accordingly, You understand that all photographs, information, text, messages, other communications, video, music, movies, data, software, sound, photographs, graphics or other materials, in any event excluding all Company Content (as defined below), submitted, shared, posted, uploaded, provided, displayed, transmitted, streamed, broadcast or otherwise made accessible (collectively “Shared”) on, to or through the Platform or other Company Services (collectively, “User Content”), are the sole responsibility of the person from which such User Content originated. You represent and warrant that You own or have the necessary licenses, rights, consents and permissions to Share any User Content You Share on, through or to the Platform or other Company Service and to grant the Company the rights in such User Content set forth herein. You further agree that User Content You Share on, through or to the Company Service will not contain third party copyrighted material or material that is subject to other third party proprietary rights, unless You have the necessary permissions from the rightful owner of the material. In particular, and without limitation, before Sharing User Content through the Company Services which originates from a third party website, application or service, You must first ensure that You have the right to do so in accordance with the terms and conditions for such website, application or service.
B. Inappropriate and Illegal Content. You agree not to Share any User Content on, through or to the Platform or other Company Services that is contrary to applicable laws and regulations or that (a) is pornographic, sexually explicit, obscene, indecent or contains child pornography, (b) depicts real-life abusive, violent or illegal activity (subject to reasonable exceptions for legitimate news and educational materials), (c) communicates hate speech, bigotry, threats, harassment, intimidation or invades another’s privacy, (d) discloses private information (such as addresses, phone numbers, social security numbers or credit card numbers) without permission, (e) is libelous, defamatory, fraudulent, deceptive or otherwise violates the rights of others, or (f) infringes, misappropriates or violates any patent, trademark, copyright, trade secret or other proprietary right or privacy right of any party.
C. Other User’s Content. You understand that by using the Company Services, You may be exposed to User Content that is offensive, indecent, inaccurate, objectionable or otherwise inappropriate. We may or may not (and are not required to) screen, monitor or control the User Content Shared on, through or in the Company Services, including any communications, information or other User Content from other Users or other parties. Under no circumstances will the Company be liable in any way for (and You release the Company from, and waive any rights to bring or assert any claims for, any liabilities arising from) any User Content, including any errors or omissions in any User Content, any modification, loss or deletion of any User Content, or any loss or damage of any kind incurred as a result of the use of or reliance upon any User Content. You may not use User Content that is Shared on, through or to the Company Services in a manner that exceeds the rights granted for your use of such User Content, which includes unauthorized copying, display, use or distribution of the User Content or creating an unauthorized derivative work.
F. Removal and Cessation of Content Sharing. The Company reserves the right to remove, delete, block, edit or modify any User Content or suspend or stop the Sharing of User Content at any time, without prior notice and at in its sole discretion for any reason or no reason.
III. USER CONDUCT
You agree that You are responsible for your own conduct and User Content while using the Platform or other Company Services and for any consequences thereof. You agree to use Company Services (including any the Platform) only for purposes that are legal, proper and in accordance with the Agreement. By way of example, and not as a limitation, You agree that when using Company Services (including any the Platform), You will not:
- Transmit, distribute or propagate mass communications, promotions or spam or repeated political or commercial messages;
- Enter, store, upload or transmit viruses, malware or harmful or destructive code or disrupt the integrity or performance of the Platform or other Company Services;
- Use the Company Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Company Services or that could damage, disable, overburden or impair the functioning of the Company Services;
- Collect any personal information about other Users, or intimidate, threaten, stalk or otherwise harass other Users of the Company Services;
- Circumvent or attempt to circumvent any filtering, security measures, rate limits or other features designed to protect the Company Services, Users or third parties;
- Conduct any advertising or commercial activity on or through the Company Services without the prior written permission of the Company;
- Use any robot, spider, Platform search/retrieval application, or other device to retrieve or index any portion of Company Services or collect information about Users for any unauthorized purpose;
- Submit or otherwise Share User Content that falsely expresses or implies that such User Content is sponsored or endorsed by the Company; and
- Create user accounts by automated means or under false or fraudulent pretenses;
International users agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to the United States or your country of residence.
V. COMPANY INFORMATION AND MATERIALS
A. Company Content. The Company may provide certain information and other content on, through or to the Platform and other Company Services. “Company Content” mean all information, content, data, graphics, communications, video, music, movies, data, text, software, sound, photographs, graphics, messages and other materials originating from the Company (or its non-User licensors) and made available through the Platform or other Company Services, as well as any Company logos, marks, names or designs. The Company and its licensors own and reserve all rights, title and interest, including all worldwide intellectual property rights, in and to the Company Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Company Content. You will not, and have not rights to, reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Company Content.
B. Company Marks and Trade Dress. The Company name and logo are trademarks of the Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of the Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company.
C. No Reliance On Content. All Company Content and User Content are provided for your convenience only on an “as is” basis without warranty of any kind. The Company does not endorse, support, represent or guarantee the qualifications, expertise, experience or identity of the providers of any such Company Content or User Content, and the Company does not warrant, guarantee, support, verify or otherwise have any responsibility for the completeness, truthfulness, accuracy, desirability, profitability or reliability of any Company Content or User Content, including without limitation any information contained therein or any information or communications posted on, obtained from or available through, the Platform or other Company Services. All use of and reliance upon any such content and information (or any Company Content or User Content generally) by You shall be solely your responsibility and at your sole risk.
VI. THIRD PARTY LINKS AND APPLICATIONS
A. Links. The Company Services (including the Platform) may contain links or other connections to third party websites, applications, services or resources. You acknowledge and agree that we are not responsible or liable for the availability or accuracy of such websites, applications, services or resources or the content, products or services on or available therefrom. Links or connections to such websites, applications, services and resources do not imply any endorsement by the Company thereof or of the content, products or services thereon. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, applications, services or resources and compliance with any applicable terms and conditions that they impose.
VII. REMOVAL OF INFRINGING CONTENT.
A. Content Removal Policy and DMCA Compliance. The Company has a policy of removing any material on the Company Services that infringe another’s intellectual property rights upon proper notice. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If a rights holder believes that User Content has been copied in a way that constitutes copyright infringement, such rights holder or its agent or designee should provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) contact information, including address, telephone number and email; (v) a statement by the rights holder or its designee indicating a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that the author is authorized to act on behalf of the copyright owner.
B. Notices of Infringement. Notice of alleged copyright infringement or other legal notices regarding User Content appearing on the Platform shall be sent to firstname.lastname@example.org. The Company reserves the right to remove, block or otherwise stop the Sharing of User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion.
A. Confidential Information: As used herein, “Confidential Information” means all non-public or proprietary information disclosed to You by the Company or made available by the Company through the Platform or other Company Services, whether orally, in writing or otherwise. Confidential Information shall include non-public aspects of the Platform and other Company Services (including details on how they function and are structured and organized, details of the content and materials contained therein, and its systems, procedures, and processes), as well as technical information, product plans and designs.
B. Restrictions on Use and Disclosure: You shall use diligent efforts to preserve the confidentiality of the Confidential Information. You agree (i) not to use any Confidential Information for any purpose other than to use the Platform and other Company Services in accordance with this Agreement and perform your obligations under this Agreement, and (ii) not to disclose any Confidential Information to anyone else.
C. Exclusions: Notwithstanding the foregoing, You may disclose Confidential Information if You are compelled by law to do so, provided You give the Company prior notice of such compelled disclosure (to the extent legally permitted and reasonably practicable) and reasonable assistance, at the Company's cost, if the Company wishes to contest the disclosure. Furthermore, the foregoing restrictions on use and disclosure shall not apply to any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Company, (ii) was known to You prior to its disclosure or availability by or from the Company as evidenced by contemporaneous documentation, (iii) is rightfully received from a third party without confidentiality restrictions and without breach of any obligation owed to the Company, or (iv) was independently developed by You without use of or reference to the Confidential Information.
IX. TERMINATION AND MODIFICATION OF COMPANY SERVICES & AMENDMENT OF AGREEMENT.
A. Termination and Modification. The Company reserves the right, in its sole discretion, at any time to modify, augment, limit, suspend, discontinue or terminate the Platform or other Company Services without advance notice. All modifications and additions to the Platform or other Company Services shall be governed by this Agreement, unless otherwise expressly stated by Company in writing. The Company may also modify or amend this Agreement in its sole discretion without advance notice by posting the modifications or amended Agreement on the Platform. All modified terms and conditions will be effective after they are posted (unless a longer notice period is required by applicable law). If any modified terms and conditions are not acceptable to You, your sole remedy is to cease using the Platform and other Company Services, and, if applicable, cancel your Company account. By continuing to access or use the Platform or other Company Services after the Company posts any such revision to this Agreement, You agree to be bound by the revised Agreement. This Agreement may not otherwise be modified or amended, except with the written agreement of both parties.
B. Termination of User. Without limiting other remedies, the Company may immediately terminate or suspend your access to the Platform and/or other Company Services and remove any material (including User Content) from the Company Services or our servers, in the event that You breach this Agreement. Notwithstanding the foregoing, we also reserve the right to terminate, limit or suspend your access to or use of the Platform and/or other Company Services at any time and for any reason or no reason.
C. Effect of Termination: After any termination of this Agreement: You understand and acknowledge that we will have no further obligation to provide or allow access to the Platform or other Company Services. Upon termination, all licenses and other rights granted to You by this Agreement will immediately cease. The Company is not liable to You or any third party for termination of the Company Services or termination of your use of the Company Services or the Platform. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING ANY USER CONTENT OR OTHER USER SUBMISSIONS) THAT YOU HAVE SUBMITTED, POSTED, UPLOADED OR OTHERWISE MADE AVAILABLE ON THE COMPANY SERVICES OR WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law, the Company will have no obligation to store or maintain (or delete or destroy) any User Content or other information stored in our database related to your account or to forward any information to You or any third party.
Any suspension, termination or cancellation of this Agreement or the Company Service will not affect your obligations to the Company under this Agreement (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
X. INDEMNIFICATION; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
A. Indemnification. You agree to defend, indemnify, and hold the Company, its officers, directors, employees, agents, publishers, collaborators and business partners harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Platform, other Company Services, Company Content and User Content; (ii) your violation of the Agreement; (iii) your violation of any applicable laws, rules or regulations; (iv) any User Content posted, uploaded, provided or otherwise Shared by You; or (v) any interactions or disputes between You and another User.
B. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE COMPANY SERVICES (INCLUDING THE PLATFORM), COMPANY CONTENT AND USER CONTENT IS AT YOUR SOLE RISK AND COMPANY SHALL NOT BE LIABLE FOR ANY INABILITY TO USE, OR ANY DELAYS, ERRORS OR OMISSIONS WITH RESPECT TO THE COMPANY SERVICES. THE COMPANY SERVICES (INCLUDING THE PLATFORM), COMPANY CONTENT AND USER CONTENT AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE COMPANY SERVICES (INCLUDING THE PLATFORM), COMPANY CONTENT AND USER CONTENT, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
THE COMPANY MAKES NO WARRANTY THAT (i) THE COMPANY SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE COMPANY SERVICES WILL BE UNINTERRUPTED, AVAILABLE FOR USE AT ANY GIVEN TIME, TIMELY, SECURE, OR ERROR-FREE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE COMPANY SERVICES WILL BE ACCURATE, RELIABLE OR OTHERWISE MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN ANY SOFTWARE AVAILABLE THROUGH THE COMPANY SERVICES WILL BE CORRECTED.
C. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PUBLISHERS, COLLABORATORS, BUSINESS PARTNERS AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, OTHER COMPANY SERVICES, COMPANY CONTENT, USER CONTENT, INFORMATION AND RESULTS AND OTHER CONTENT AND INFORMATION AVAILABLE THROUGH THE COMPANY SERVICES, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL THE COMPANY'S (OR ITS AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’ AND LICENSORS’) CUMULATIVE LIABILITY TO YOU EXCEED TWO HUNDRED US DOLLARS (US $200), EXCEPT TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED BY APPLICABLE LAW.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You to the extent applicable law so requires.
XI. ADDITIONAL USER REPRESENTATIONS
You acknowledge, represent and warrant that: (a) You own the computer or device on which You are installing the Platform, or have the authority to install the Platform on such computer or device; (b) your installation and/or use of the Company Services will not violate any local, state or federal laws that apply to You; (c) the Company is not causing the Platform to be installed on your computer or device, but has provided the Platform to You, which You are installing of your own volition; (d) You have read and fully understand the terms of this Agreement; (e) You have due authority and adequate legal capacity to enter into this Agreement; and (f) You are more than 18 years of age and are fully able and competent to enter into and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.
XII. GENERAL INFORMATION
The Agreement constitutes the entire agreement between You and the Company and supersedes any prior agreements, understandings or arrangements between You and the Company. You may not assign the Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the Company. Any purported assignment or delegation by You without the appropriate prior written consent of the Company will be null and void. The Company may freely assign the Agreement or any rights hereunder without your consent. The Agreement and the relationship between You and the Company shall be governed by the laws of the State of New York, without regard to or application of its conflict of law provisions, rules and principles. You agree to submit to the personal jurisdiction of the courts located in New York, New York for the purpose of litigating all such claims. Further You agree that You must bring any claim arising out of or related to this License Agreement, or the relationship between You and us, within one (1) year after the claim arises, or the claim will be permanently barred. The failure or delay of the Company to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision to the full extent consistent with applicable law, and the other provisions of the Agreement remain in full force and effect. You and the Company are independent contractors and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. The section titles in the Agreement are for convenience only and have no legal or contractual effect.
The Company may provide notices to You with respect to this Agreement, the Platform or the Company Services by posting such notices on the Platform or by sending them to You via your e-mail address, cell phone number or other contact address You provide upon registration or setting up your account. Any such notices shall be deemed properly and timely given to You hereunder. You consent to the use of: (a) electronic means to complete this Agreement and to provide You with any notices given pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Company Services.
XIII. VIOLATIONS AND COMMENTS
Please report any violations of the Agreement or provide any comments or questions by emailing us at email@example.com. You agree, however, that: (i) by submitting ideas regarding the Company Services (including the Platform) to the Company or any of its employees or representatives, You automatically forfeit your right to any intellectual property rights in these ideas; and (ii) ideas regarding the Company Services (including the Platform) submitted to the Company or any of its employees or representatives (including any improvements or suggestions) automatically become the property of the Company. You hereby assign and agree to assign all rights, title and interest You have in such comments, suggestions, improvements and ideas to the Company together with all intellectual property rights therein.