By visiting the Company Sites whether or not you are a registered member or using the Company Services, you accept and agree to be bound by this Agreement, including any future modifications “Agreement”, and to abide by all applicable laws, rules and regulations “Applicable Law”. Please read through this Agreement carefully. Company may modify this Agreement at any time, and each such modification will be effective upon posting on the Company Sites. All material modifications will apply prospectively only. Your continued use of the Company Sites or the Company Services following any modification of this Agreement constitutes your acceptance of and agreement to be bound by the Agreement as modified. It is therefore important that you review this Agreement regularly.
If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue use of the Company Services immediately. Your access to and use of certain Company Services may require you to accept additional terms and conditions applicable to such Company Services, in addition to this Agreement, and may require you to download software or Content as defined below. In the event of a conflict between any such additional terms and this Agreement, such additional terms will prevail. You take full responsibility for your participation on the Site. As a condition of using certain features of the Site, you may be required to register on the Site and/or select a username and password. All registration information you submit to create an account must be accurate and kept up to date.
Your failure to do so will constitute a breach of the Agreement, which may result in immediate termination of your account. You may not i select or use as a username a name of another person with the intent to impersonate that person; or ii use as a username a name subject to any rights of another person without appropriate authorization. Company reserves the right to refuse registration of, or cancel, a username, in its sole discretion. If we cancel your registration, you agree that you will not create another one or otherwise try to access the Company Services without our permission. You agree not to sell, transfer or assign your registration or any registration rights. It is your responsibility to notify us of any changes in such information, including but not limited to your contact information.
The Site is intended solely for your personal and non commercial use. Company may change, suspend or discontinue the Site or any feature thereof at any time. Company may also impose limits on certain features and services offered on the Site or restrict your access to parts or all of the Site without notice or liability. You acknowledge that from time to time the Site may be inaccessible or inoperable for any reason, including, without limitation: i equipment malfunctions; ii periodic maintenance procedures or repairs which Company may undertake from time to time; or iii causes beyond the control of Company or which are not reasonably foreseeable by Company. The Company Services are not intended to be used by children without involvement and approval of a parent or guardian. If you are under the age of 13, you are not permitted to register with Company or provide your personal information to Company.
If you are at least 13 and under 18 years of age or under the applicable age of majority in your state or territory of residence, you may register with the Company Services only if you have the consent of your parent or guardian, including consent to this Agreement on your behalf. If you subscribe to Company and wish to create subprofiles if available under your subscription, you must ensure all users of such subprofiles are 18 years of age or older or the applicable age of majority in your state or territory of residence. Unless terminated by Company in its sole discretion, this Agreement remains in full force and effect while you use the Company Services. You may terminate your account on the Company Sites at any time, for any reason, by emailing , Subject: Terminate My Account. Company may terminate your account and/or access to the Company Services at any time, for any or no reason, with or without prior notice or explanation, and shall have no liability to you for such termination. Even after your user account or access to the Company Services is terminated by you or by Company, this Agreement will remain in effect with respect to your past and future use of the Company Sites or the Company Services.
Any rights to your account terminate upon your death. You acknowledge that Company reserves the right to charge subscription fees for any portion of the Company Services. The Company will provide you with advance notice of any such fees, including any change in the amount of such fees, and a way to cancel your account or subscription in the event you do not wish to pay the modified fee. If you continue to use the Company Services after a subscription fee has been imposed or increased, you are expressly agreeing to the subscription fee or increase thereto and you will be responsible for paying such subscription fee for the balance of your subscription. If Company suspends or terminates your account and/or access to the Company Services because you have breached the Agreement or violated Applicable Law, you will not be entitled to a refund of any unused portion of such fees or other payments. In connection with a purchase of any service, subscription or product on the Company Sites “Site Product”, you may be required to provide personal information, including your name, address, telephone number, e mail address, credit card and billing information collectively, “Personal Financial Information”, to an independent third party selected by, but not affiliated with, Company the “Processor”.
You are solely responsible for any and all transactions utilizing your Personal Financial Information, including, but not limited to, any and all charges. You acknowledge and agree that, to the fullest extent permitted by law, in the event Processor experiences a data breach that affects your Personal Financial Information, Company will in no way be responsible or liable to you for any such breach. The Company Services are offered for your personal use only and may not be used for commercial purposes. The Company Services contain information, text, files, images, videos, sounds, musical works, works of authorship, software, applications, product names, company names, trade names, logos, designs, and any other materials or content collectively, “Content” of Company, its licensors, or assignors “Company Content”, as well as Content provided by users or other third parties. Content contained in the Company Services is protected by Company hereby grants you a limited, revocable, nonsublicensable license to access and display or perform the Company Content excluding any software code solely for your personal, non commercial use in connection with using the Company Services. Except as provided in this Agreement or as explicitly allowed on the Company Services, you may not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, frame or deep link, make available, or otherwise use any Content contained in the Company Services.
Except as explicitly and expressly permitted by the Company or by the limited license set forth above, you are strictly prohibited from creating works or materials including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on line postcards, montages, mash ups and similar videos, greeting cards and unlicensed merchandise that derive from or are based on the Company Content. This prohibition applies regardless of whether such derivative works or materials are sold, bartered or given away. Also, you may not either directly or through the use of any device, software, internet site, web based service or other means, remove, alter, bypass, avoid, interfere with, or circumvent any Except as necessary in order to make reference to the Company, its products and services in a purely descriptive capacity, you are expressly prohibited from using any Company Content in any manner. You may not, without the Company’s written permission, “mirror” any Contents contained on the Site or any other server. You may not use the Site for any purpose that is unlawful or prohibited by the Agreement.
You may not use the Site in any manner that could damage, disable, overburden, or impair the Site, or interfere with any other party’s use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site through hacking, password mining or any other means. Company reserves the right, in its sole discretion, to terminate your access to the Site, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice. You acknowledge, consent and agree that Company may access, preserve or disclose information you provide to the Company Sites, including User Content and your account registration information, including when Company has a good faith belief that such access, preservation or disclosure is necessary in order to: i protect, enforce, or defend the legal rights, privacy, safety, or property of Company, our parents, subsidiaries or affiliates “Company Affiliates”, or their employees, agents and contractors including enforcement of this Agreement or our other agreements; ii protect the safety, privacy, and security of users of the Company Services or members of the public including in urgent circumstances; iii protect against fraud or for risk management purposes; iv comply with the law or legal process; or v respond to requests from public and government authorities. If Company sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business, Company may transfer your information to the party or parties involved in the transaction as part of that transaction. The Company Sites may offer users the ability to post messages on message boards, chat areas, bulletin boards, e mail functions, forums, and other interactive areas as a part of the Company Services collectively, “Forums”, which may be open to the public generally, to all members of the Company Sites, or to a select group of members to a specific Forum group.
You acknowledge that all Content posted on Forums is User Content, and by posting on Forums you agree to comply with the rules and restrictions on User Content set forth above and any other rules specifically applicable to such Forums. Company reserves the right, but disclaims any obligation or responsibility, to prevent you from posting User Content to any Forum and to restrict or remove your User Content from a Forum or refuse to include your User Content in a Forum for any reason at any time, in Company’s sole discretion and without notice to you. Company does not claim any ownership rights in the User Content that you post, upload, email, transmit, or otherwise make available collectively, “Transmit” on, through or in connection with the Company Services, except with respect to your unsolicited submissions, as described under “Unsolicited Submissions” below; provided, however, that User Content shall not include any Company Content or content owned by a Company Affiliate. By posting or transmitting any User Content on, through or in connection with the Company Services, you hereby grant to Company and our Company Affiliates, licensees, assignees, and authorized users a worldwide, perpetual, irrevocable, non exclusive, fully paid and royalty free, freely sublicensable, transferable in whole or in part right including any moral rights and license to use, modify, excerpt, adapt, publish, translate, create derivative works and compilations based upon, publicly perform, publicly display, reproduce, sublicense, and distribute such User Content, including your name, voice, likeness and other personally identifiable information to the extent that such is contained in User Content, anywhere, in any form and on and through all media formats now known or hereafter devised, for any and all purposes including, but not limited to, promotional, marketing, trade or any non commercial or commercial purposes. Additionally, Company is free to use any ideas, concepts, know how, or techniques contained within such User Content for any purpose including, but not limited to, developing, manufacturing, marketing and providing commercial products and services, including Company Services. Company’s use of such User Content shall not require any further notice or attribution to you and such use shall be without the requirement of any permission from or any payment to you or any other person or entity.
You hereby appoint Company as your agent with full authority to execute any document or take any action Company may consider appropriate in order to confirm the rights granted by you to Company in this Agreement. You represent and warrant that: i you own the User Content Transmitted by you on, through or in connection with the Company Services, or otherwise have the right to grant the license set forth in this Section, and ii the Transmission of User Content by you on, through or in connection with the Company Services and Third Party Services does not violate the privacy rights, publicity rights, You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any User Content Transmitted by you on or through the Company Services or Third Party Services. If you delete your User Content from the Company Sites, Company’s license to such User Content will end after a reasonable period of time necessary for the deletion to take full effect. However, the User Content may be retained in the Company’s back up copies of the Company Sites, which are not publicly available. Furthermore, to the extent that Company made use of your User Content before you deleted it, Company will retain the right to make such pre existing uses even after your User Content is deleted. You acknowledge that i deletion of your User Content from the Company Sites will not result in, and Company assumes no responsibility for, the deletion of such User Content by any third parties who were provided with or had access to such User Content prior to your deleting it from the Company Sites, and ii termination of your account or your use of the Company Services will not result in the immediate or automatic deletion of your User Content consistent with this Agreement.
If you believe that any material residing on or linked to from Company Services infringes your Company’s This notice may be by means of a general notice on the Company Sites or by written or electronic communication to such addresses you have provided to Company, if any. You may provide counter notification in response to such notice in a written communication that includes substantially all of the following: i identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ii a statement by you, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; iii your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification requesting the removal or disabling of access to the material or such person’s agent; and iv your physical or electronic signature. You understand that Company does not control the User Content posted by users via the Company Services and, as such, you understand you may be exposed to offensive, inaccurate or otherwise objectionable User Content. Company assumes no responsibility or liability for this type of Content. If you become aware of any misuse of the Company Services, including in violation of any “Restrictions on Use of Company Services,” please report it immediately to Company. Company assumes no responsibility for monitoring the Company Services for inappropriate User Content or user conduct.
In addition, the provider of the Third Party Service may use other parties to provide portions of the application or service to you, such as technology, development or payment services. Company is not responsible for and makes no warranties, express or implied, as to the Third Party Services or the providers of such Third Party Services including, but not limited to, the accuracy or completeness of the information provided by such Third Party Service or the privacy practices thereof. Inclusion of any Third Party Service or a link thereto on the Company Services does not imply approval or endorsement of the Third Party Service. Company is not responsible for the content or practices of any websites other than the Company Sites, even if the website links to the Company Sites and even if it is operated by a Company Affiliate or a company otherwise connected with the Company Sites. By using the Company Services, you acknowledge and agree that Company is not responsible or liable to you for any content or other materials hosted and served from any website other than the Company Sites.
When you access Third Party Services, you do so at your own risk. If you are interested in creating hypertext links to the Company Sites, you must contact Company’s legal department at before doing so. In establishing hypertext links, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of the Company Sites or Company, including its respective employees, agents, directors, officers or shareholders. Certain products and services may from time to time be made available to you through the Company Services. The products and services that are offered for sale by Company or its corporate affiliates are each referred to as an “Offering”.
Terms related to a specific product or service will accompany the Offering. In addition, these Terms of Sale apply to all Offerings. To make a purchase on Company Services, you must be a registered Company user. Company sells its products only to those users who can legally make purchases with a credit card. You must be eighteen years of age to make a purchase on the Company Services, or, if you are under the age of eighteen but over the age of thirteen, you may make purchases on the Company Services with the knowledge and consent of your parent or legal guardian. Company reserves the right to refuse or cancel orders or terminate accounts, at any time in its sole discretion.
We may accept various credit cards at any different times. However, by submitting an order through the Company Services, you authorize Company, or its designated payment processor, to charge the account you specify for the purchase amount using your credit card if we accept it. All payments are to be made in United States Dollars. THE COMPANY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND COMPANY DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE COMPANY SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY THAT YOUR USE OF THE COMPANY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS TO THE COMPANY SERVICES WILL BE CORRECTED, THAT THE COMPANY SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE COMPANY SERVICES OR THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD PARTY ADVERTISEMENTS WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH RESULTING FROM USE OF THE COMPANY SERVICES, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE COMPANY SERVICES, ATTENDANCE AT A COMPANY EVENT, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE COMPANY SERVICES, ANY USER CONTENT, ANY THIRD PARTY ADVERTISEMENT OR THIRD PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE COMPANY SERVICES, OR THE CONDUCT OF ANY USERS OF THE COMPANY SERVICES, WHETHER ONLINE OR OFFLINE. YOUR USE OF USER CONTENT, THIRD PARTY ADVERTISEMENTS, THIRD PARTY SERVICES AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE TERM OF YOUR USE OF THE COMPANY SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OTHER THAN THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE TERM OF YOUR USE OF THE COMPANY SERVICES, INCLUDING ANY OTHER GENERAL, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE COMPANY SERVICES. 2 The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and Company, whether based in contract, statute, regulation, ordinance, tort including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort, or any other legal or equitable theory.
Further, unless Company expressly agrees, the arbitrator may not consolidate other persons’ claims with yours, and may not otherwise preside over any form of a representative, multi claimant or class proceeding. 14 You and Company agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality, or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, an order confirming the award, or unless otherwise required by law or court order. In keeping with the confidential nature of the arbitration, You and Company agree that an order confirming award is only necessary if the obligations of the award have not been performed. Therefore, before taking any steps to confirm the arbitration award, the party seeking confirmation of the award must give the other party notice of its intention to confirm the award. If the party who would be the respondent in any such confirmation proceeding performs its obligation under the terms of the arbitration award within 15 business days of such notice, the party who gave notice of its intent to confirm the award shall not seek to confirm or otherwise enforce the award. 15 With the exception of subpart a in paragraph 9 i.
e. , the waiver of the ability to proceed on behalf of multiple claimants or a purported class, if any part of this Arbitration Agreement is deemed invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart a in paragraph 9 is found invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, but the rest of these Terms, including the provisions governing where actions against Company must be pursued, the choice of governing law, and our mutual waiver of the right to a trial by jury, will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration. Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above, you and Company agree to submit to the exclusive jurisdiction of the courts located in New York, New York to resolve any Dispute arising out of the Agreement or the Company Services. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS CLAIMS, OR THIRD PARTY CLAIMS ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. You agree to indemnify and hold Company, its Company Affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of or in connection with YOUR BREACH OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS HEREUNDER; YOUR VIOLATION OF THIS AGREEMENT OF USE OR ANY APPLICABLE LAW; YOUR USE OF THE COMPANY SERVICES AND/OR THE CONTENT IN VIOLATION OF THIS AGREEMENT; INFORMATION OR CONTENT POSTED OR TRANSMITTED THROUGH YOUR AUTHORIZED DEVICE OR ACCOUNT, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES ANY YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN COMPANY’S DEFENSE OF ANY CLAIM.
COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN CONSENT OF COMPANY. Company does not knowingly accept, via the Company Services or otherwise, unsolicited submissions including, without limitation, submissions by you of blog ideas, articles, scripts, story lines, fan fiction, characters, drawings, information, suggestions, proposals, ideas or concepts. Company requests that you do not make any unsolicited submissions. Any similarity between an unsolicited submission and any elements in any Company or Affiliated Company creative work including, without limitation, a film, series, story, title or concept would be purely coincidental. If you do send any submissions to Company via the Company Services that are unsolicited including but not limited to any Forum, however, you agree that i your unsolicited submissions are not being made in confidence or trust and that by making such submissions no contractual or fiduciary relationship is created between you and Company; ii any such unsolicited submissions and Company may, from time to time, post Company employment opportunities on the Company Services and/or invite users to submit resumes to it.
If you choose to submit your name, contact information, resume and/or other personal information to Company in response to employment listings, you are authorizing Company to utilize this information for all lawful and legitimate hiring and employment purposes. Company also reserves the right, at its sole discretion, to forward the information you submit to its Company Affiliates for legitimate business purposes. Nothing in this Agreement or contained in the Company Services will constitute a promise by Company to contact, interview, hire or employ any individual who submits information to it, nor will anything in this Agreement or contained in the Company Services constitute a promise that Company will review any or all of the information submitted to it by users of the Company Services. Similarly, the failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. If we fail to act in response to a violation of this Agreement, you should not assume that we do not object to the violation or even that we are aware of it.
In addition, you may not construe a waiver of any provision of this Agreement with respect to any party as a waiver of that provision or any other provision with respect to either that party or any other party. Further, Company’s decision to delay exercising or enforcing any right or remedy under this Agreement shall not constitute a waiver of such right or remedy. Even if Company acts in a way that appears to you to be inconsistent with this Agreement, Company’s action shall not be deemed a waiver or constructive amendment of this Agreement. You agree that any notices the Company may be required by Applicable Law to send to you will be effective upon Company’s sending an e mail message to the e mail address you have on file with Company or publishing such notices on the informational pages of the Company Sites. Additionally, from time to time, we may communicate with you about the Company Services and this Agreement electronically e.
g. , emails to your registered email address, notices on the Company Sites, order progress tracking. You consent to receive electronic communications from Company and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements. We recommend that you keep a copy of any electronic communications we send to you for your records.