IMPORTANT: BY USING THE SERVICES (AS DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, PLEASE DO NOT USE THE SERVICES
ACCEPTANCE OF TERMS
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE IN SECTION 13 BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES, AS EXPLAINED SECTION 13, YOU AND COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING INDIVIDUAL ARBITRATION, AND YOU AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
LIMITED LICENSE TO ACCESS THE SERVICES.
Subject to the terms and conditions set forth herein, Company hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited license to access and make personal non-commercial use of the Services, only according to the terms of these Terms. The license shall be granted until terminated in accordance with the terms hereof.
LIMITATIONS ON USE.
You undertake to use the Services solely for your own personal and non-commercial use and for no other purpose whatsoever. You hereby declare that you are eighteen (18) years old or older. Except as specifically permitted herein, you agree not to:
sell, license (or sub-license), lease, assign, transfer and/or pledge any of your rights under these Terms with/to any third party;
transfer, distribute, scrap, copy all or any part of the Services and/or the Company IPR (as defined below) and/or use the Services as a service bureau;
refer to the Services by use of framing and/or deep-linking;
make use of the Services in any jurisdiction where same are illegal or which would subject Company or its affiliates to any registration requirement within such jurisdiction or country;
use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use;
transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files;
access the Services through, or use with the Services any, unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of this Services;
distribute, publish, send, or facilitate the sending of any advertisements, spam, inappropriate, inaccurate, misleading, fraudulent, libelous, defamatory, offensive, threatening, abusive or otherwise illegal content or content which infringes Intellectual Property Rights (as defined below) of third parties or their right for privacy;
copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof;
attempt to obtain private information from other users in any form or manner whatsoever;
attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service; or
create false personas, multiple identities, set up an account on behalf of someone other than yourself or create another account after We have already disabled your account.
You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services.
You shall have sole responsibility and liability for Submitted Materials (as defined below). Company shall not be liable for any and all parts of the Submitted Materials and shall be entitled, under its sole discretion, to remove or edit any of the Submitted Materials at Company's sole discretion and without notice or explanation. NOTHING IN THESE TERMS OBLIGATES COMPANY TO DISPLAY YOUR SUBMITTED MATERIALS OR TO USE IT AT ALL OR IN A CERTAIN MANNER. Please note that any and all of your Submitted Materials will be available to the public and may be promoted and transferred onward by Company, at its sole discretion, and thus it is advised not to include in them any content or information that you wish to keep private. Company does not provide back-up or archive services, you are solely responsible for maintaining adequate backups of your Submitted Materials.
LICENSE TO SUBMITTED MATERIALS.
You hereby grant Company a worldwide, irrevocable, perpetual, royalty-free license to use, host, store, display, reproduce, modify, adapt, edit, publish, and distribute your Submitted Materials and fully exploit your Submitted Materials for the provision, maintenance and improvement of the Services.
REPRESENTATIONS AND WARRANTIES.
You represent and warrant to Company that your Submitted Materials:
comply and will comply with all applicable laws, rules and regulations, the Terms and do not and will not infringe the rights of any third party, including any intellectual property rights and the right to privacy,
do not and will not contain any threatening, offensive, racist, hateful, violent, obscene, libelous, defamatory or otherwise inappropriate or any commercial content,
are and shall be free from any restrictions, third party rights, payment obligations and/or royalties (including, without limitation, to any collecting societies).
"Submitted Materials" shall mean any and all material, text, photographs, videos, and information or other data provided and/or uploaded by you to the Services.
You are solely responsible for any actions performed in the Services under your credentials. Keeping your credentials safe is your sole responsibility. If you have any reasons to suspect that your credentials were discovered by any third party or that there was an unauthorized access to your account you will immediately notify Company and modify your login information.
We appreciate hearing from our users and welcome your comments regarding the Services. Notwithstanding anything to the contrary herein, please be advised, however, that if you send us ideas, suggestions, inventions, or materials regarding the Services ("Feedback"), we shall
wn all right, title and interest in and to the Feedback without any restriction;
not be subject to any obligation of confidentiality; and
be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation or credit to you or any other person.
OWNERSHIP OF PROPRIETARY RIGHTS
All the Intellectual Property Rights (as defined below) evidenced by or embodied in and/or contained and/or subsisting therein and/or attached/connected/related to the Services or Feedback, including, without limitation, any underlying software, platforms, algorithms, technology, application and website design, any information, services, texts, Submitted Materials, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, application "look and feel", features and related content that may be created in connection with the use of or registration to the Services, including the selection and arrangement of any of the foregoing, any modifications, enhancements, improvements and derivatives thereof and all Intellectual Property Rights related thereto (collectively, the "Company IPR") are the property of Company and/or its respective affiliates which retain all right, title and interest in connection therewith. No transfer or grant of any rights is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Company IPR or otherwise. "Intellectual Property Rights" means worldwide, whether registered or not
rights associated with works of authorship, designs and photography, including copyrights;
rademarks, service marks, domain names, logos, trade names, trade dress and goodwill rights whether or not registered;
patents, patent applications and industrial designs;
rights analogous to those set forth herein and any other proprietary rights relating to intangible property;
divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
USER WARRANTIES AND REPRESENTATIONS.
You represent and warrant to Company that:
you have, and will have at all times, all permits, consents and rights as required to fulfill your obligations and grant to Company any and all rights, licenses and consents hereunder, including without limitation in respect of the Submitted Material;
you and your use of the Services will comply with all applicable laws, rules, regulations, statutes, and ordinances.
YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE COMPANY IPR SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING, WITHOUT LIMITATION COMPANY IPR, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
COMPANY DOES NOT WARRANT THAT THE COMPANY IPR AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE COMPANY IPR OR SERVICES, INCLUDING, WITHOUT LIMITATION, THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE ARE NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE COMPANY IPR.
WITHOUT DEROGATING FROM THE GENERALITY OF THE ABOVE, WITH RESPECT TO EACH AND EVERY CATEGORY OF PRODUCTS, YOU AGREE AND ACKNOWLEDGE THAT COMPANY NEITHER PRESUMES NOR COMMITS TO ANALYSE ALL THE PRICES AND OFFERINGS FOR EACH OF THE PRODUCTS IN THE SPECIFIC PRODUCT CATEGORIES. FURTHERMORE, YOU AGREE THAT COMPANY'S PRODUCT RANKINGS AND SELECTIONS ARE SUBJECTIVE AND ARE NOT ENDORSEMENTS OR RECOMMENDATIONS. SUCH RANKINGS AND SELECTIONS ARE GENERATED BY COMPANY'S ALGORITHM WHICH TAKES INTO ACCOUNT MULTIPLE PARAMETERS THAT HAVE BEEN SELECTED BY COMPANY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY.
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL COMPANY AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS AND/OR LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, LOSS OF REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES, OR RELIANCE ON ANY OF THE SERVICES AND/OR COMPANY IPR, OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY COMPANY. WITHOUT DEROGATING FROM THE FOREGOING LIMITATION OF LIABILITY, IN THE EVENT THAT DESPITE THE FOREGOING COMPANY WILL BE FOUND LIABLE BY ANY COMPETENT AUTHORITY, COMPANY'S AGGREGATE LIABILITY SHALL NOT EXCEED A TOTAL AMOUNT OF ONE HUNDRED USD (100$).
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnify and hold Company and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, agents, licensors and suppliers harmless from and against any losses, expenses, liabilities, costs, claims, damages (including attorneys' fees, expert fees' and other costs of litigation) arising from, incurred as a result of, or in any manner related to:
any use of your account and/or your use of the Services;
your violation of any third party right, including, without limitation, any copyright, property, or privacy right, and including any third party claim in respect of the Submitted Materials; and
any breach of these Terms.
THIRD PARTY CONTENT, PRODUCTS AND SERVICES.
NOTICE AND TAKEDOWN.
In the event that you believe that any content included in the Services violates your Intellectual Property Rights, right to privacy or is defamatory or otherwise illegal, please file a detailed notice of complaint to Company contacting Company with the contact details available on the Services, identifying such content and detailing the factual basis of your complaint and we will make reasonable efforts to remove the content.
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Services and/or Company IPR immediately (including, without limitation, the license set forth in Section 2.1 above), at our sole discretion and without notice. Upon termination you shall immediately cease using the Services and the following Sections shall survive: 1, 2.2, 3-14. Without derogating from any other right and remedy provided to Company under law and/or these Terms, Company reserves the right to limit or revoke your license and access to and/or use of the Services and/or the Company IPR in its sole discretion, at any time, and for any reason, including, but not limited to, technical difficulties or violation of these Terms. If your license to use the Services expires or is terminated, Company may, without notice, delete or deny you access to any of the Company IPR, Submitted Materials or meta data that may remain in its possession or control.
ARBITRATION, CLASS WAIVER, AND JURY WAIVER.
Applicability of Arbitration Agreement. All claims and disputes arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis ("Disputes"), except that you and Company are not required to arbitrate any dispute for enforcement or infringement of either party's Intellectual Property Rights ("Excluded Disputes"). Any and all Disputes relating to, arising out of, or in any way in connection with your rights of privacy and publicity are not Excluded Disputes.
Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association ("AAA"). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. Any Disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For Disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum's rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Company. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Company.
Waiver of Jury Trial. YOU AND COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, OTHER THAN IN RESPECT OF EXCLUDED DISPUTES. You and Company are instead electing to have claims and disputes resolved by arbitration. In any litigation between you and Company over whether to vacate or enforce an arbitration award, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 13(12) below.
Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Company can force the other to arbitrate. To opt out, you must notify Company in writing no later than thirty (30) days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Company username and the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to Company's address published on the Services.
Small Claims Court. Notwithstanding the foregoing, either you or Company may bring an individual action in small claims court.
Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Company.
Venue for Excluded Disputes. Excluded Disputes shall be governed by and construed in accordance with the laws of United States, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Portland, Oregon in respect of Excluded Disputes and hereby submit themselves to the jurisdiction of these courts.
U.N. Convention. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded, whether the claim is in arbitration or at court.
if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms;
You acknowledge and agree that Company has the right, at any time and for any reason, to redesign or modify the Company IPR and other elements of the Services or any part thereof; (iii) this is the entire agreement between you and Company regarding the subject matter herein;
Company may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Company. Any unauthorized assignment will be void and of no force or effect;
unless otherwise expressly provided, no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Company any rights, remedies or other benefits under or by reason of these Terms. Company's affiliates, licensors and service providers shall be deemed as third party beneficiaries of the limitation of liability, disclaimer and indemnification provisions herein;
the failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches;
all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion;
any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
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Last updated: 25/2/2018