AGREEMENT TO TERMS
These Terms and Conditions
constitute a legally binding agreement made between you,
whether personally or on behalf of an entity
(“you”) and [business entity name]
(“we,” “us” or
“our”), concerning your access to and use of
the [website name.com] website as well as any other
media form, media channel, mobile website or mobile
application related, linked, or otherwise connected
thereto (collectively, the “Site”). You
agree that by accessing the Site, you have read,
understood, and agree to be bound by all of these Terms
and Conditions Use. IF YOU DO NOT AGREE WITH ALL OF
THESE TERMS and CONDITIONS, THEN YOU ARE EXPRESSLY
PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE
USE IMMEDIATELY.
Supplemental terms and
conditions or documents that may be posted on the Site
from time to time are hereby expressly incorporated
herein by reference. We reserve the right, in our sole
discretion, to make changes or modifications to these
Terms and Conditions at any time and for any reason. We
will alert you about any changes by updating the
“Last updated” date of these Terms and
Conditions and you waive any right to receive specific
notice of each such change. It is your responsibility to
periodically review these Terms and Conditions to stay
informed of updates. You will be subject to, and will be
deemed to have been made aware of and to have accepted,
the changes in any revised Terms and Conditions by your
continued use of the Site after the date such revised
Terms are posted.
The information provided on
the Site is not intended for distribution to or use by
any person or entity in any jurisdiction or country
where such distribution or use would be contrary to law
or regulation or which would subject us to any
registration requirement within such jurisdiction or
country. Accordingly, those persons who choose to access
the Site from other locations do so on their own
initiative and are solely responsible for compliance
with local laws, if and to the extent local laws are
applicable.
Option 1: The Site is
intended for users who are at least 18 years old.
Persons under the age of 13 are not permitted to
register for the Site.
Option 2: [The Site is
intended for users who are at least 13 years of age.]
All users who are minors in the jurisdiction in which
they reside (generally under the age of 18) must have
the permission of, and be directly supervised by, their
parent or guardian to use the Site. If you are a minor,
you must have your parent or guardian read and agree to
these Terms of Use prior to you using the Site.
INTELLECTUAL PROPERTY
RIGHTS
Unless otherwise indicated,
the Site is our proprietary property and all source
code, databases, functionality, software, website
designs, audio, video, text, photographs, and graphics
on the Site (collectively, the “Content”)
and the trademarks, service marks, and logos contained
therein (the “Marks”) are owned or
controlled by us or licensed to us, and are protected by
copyright and trademark laws and various other
intellectual property rights and unfair competition laws
of the United States, foreign jurisdictions, and
international conventions. The Content and the Marks are
provided on the Site “AS IS” for your
information and personal use only. Except as expressly
provided in these Terms of Use, no part of the Site and
no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly
displayed, encoded, translated, transmitted,
distributed, sold, licensed, or otherwise exploited for
any commercial purpose whatsoever, without our express
prior written permission.
Provided that you are
eligible to use the Site, you are granted a limited
license to access and use the Site and to download or
print a copy of any portion of the Content to which you
have properly gained access solely for your personal,
non-commercial use. We reserve all rights not expressly
granted to you in and to the Site, Content and the
Marks.
USER REPRESENTATIONS
By using the Site, you
represent and warrant that: [(1) all registration
information you submit will be true, accurate, current,
and complete; (2) you will maintain the accuracy of such
information and promptly update such registration
information as necessary;] (3) you have the legal
capacity and you agree to comply with these Terms of
Use; [(4) you are not under the age of 13;] (5) not a
minor in the jurisdiction in which you reside[, or if a
minor, you have received parental permission to use the
Site]; (6) you will not access the Site through
automated or non-human means, whether through a bot,
script or otherwise; (7) you will not use the Site for
any illegal or unauthorized purpose; and (8) your use of
the Site will not violate any applicable law or
regulation.
If you provide any
information that is untrue, inaccurate, not current, or
incomplete, we have the right to suspend or terminate
your account and refuse any and all current or future
use of the Site (or any portion thereof).
USER REGISTRATION
You may be required to
register with the Site. You agree to keep your password
confidential and will be responsible for all use of your
account and password. We reserve the right to remove,
reclaim, or change a username you select if we
determine, in our sole discretion, that such username is
inappropriate, obscene, or otherwise objectionable.
PROHIBITED ACTIVITIES
You may not access or use
the Site for any purpose other than that for which we
make the Site available. The Site may not be used in
connection with any commercial endeavors except those
that are specifically endorsed or approved by us.
As a user of the Site, you
agree not to:
- systematically retrieve data or other content from
the Site to create or compile, directly or
indirectly, a collection, compilation, database, or
directory without written permission from us.
- make any unauthorized use of the Site, including
collecting usernames and/or email addresses of users
by electronic or other means for the purpose of
sending unsolicited email, or creating user accounts
by automated means or under false pretenses.
- use a buying agent or purchasing agent to make
purchases on the Site.
- use the Site to advertise or offer to sell goods and
services.
- circumvent, disable, or otherwise interfere with
security-related features of the Site, including
features that prevent or restrict the use or copying
of any Content or enforce limitations on the use of
the Site and/or the Content contained therein.
- engage in unauthorized framing of or linking to the
Site.
- trick, defraud, or mislead us and other users,
especially in any attempt to learn sensitive account
information such as user passwords;
- make improper use of our support services or submit
false reports of abuse or misconduct.
- engage in any automated use of the system, such as
using scripts to send comments or messages, or using
any data mining, robots, or similar data gathering
and extraction tools.
- interfere with, disrupt, or create an undue burden
on the Site or the networks or services connected to
the Site.
- attempt to impersonate another user or person or use
the username of another user.
- sell or otherwise transfer your profile.
- use any information obtained from the Site in order
to harass, abuse, or harm another person.
- use the Site as part of any effort to compete with
us or otherwise use the Site and/or the Content for
any revenue-generating endeavor or commercial
enterprise.
- decipher, decompile, disassemble, or reverse
engineer any of the software comprising or in any
way making up a part of the Site.
- attempt to bypass any measures of the Site designed
to prevent or restrict access to the Site, or any
portion of the Site.
- harass, annoy, intimidate, or threaten any of our
employees or agents engaged in providing any portion
of the Site to you.
- delete the copyright or other proprietary rights
notice from any Content.
- copy or adapt the Site’s software, including
but not limited to Flash, PHP, HTML, JavaScript, or
other code.
- upload or transmit (or attempt to upload or to
transmit) viruses, Trojan horses, or other material,
including excessive use of capital letters and
spamming (continuous posting of repetitive text),
that interferes with any party’s uninterrupted
use and enjoyment of the Site or modifies, impairs,
disrupts, alters, or interferes with the use,
features, functions, operation, or maintenance of
the Site.
- upload or transmit (or attempt to upload or to
transmit) any material that acts as a passive or
active information collection or transmission
mechanism, including without limitation, clear
graphics interchange formats (“gifs”),
1×1 pixels, web bugs, cookies, or other
similar devices (sometimes referred to as
“spyware” or “passive collection
mechanisms” or “pcms”).
- except as may be the result of standard search
engine or Internet browser usage, use, launch,
develop, or distribute any automated system,
including without limitation, any spider, robot,
cheat utility, scraper, or offline reader that
accesses the Site, or using or launching any
unauthorized script or other software.
- disparage, tarnish, or otherwise harm, in our
opinion, us and/or the Site.
- use the Site in a manner inconsistent with any
applicable laws or regulations.
- [other]
USER GENERATED
CONTRIBUTIONS
The Site may invite you to
chat, contribute to, or participate in blogs, message
boards, online forums, and other functionality, and may
provide you with the opportunity to create, submit,
post, display, transmit, perform, publish, distribute,
or broadcast content and materials to us or on the Site,
including but not limited to text, writings, video,
audio, photographs, graphics, comments, suggestions, or
personal information or other material (collectively,
"Contributions"). Contributions may be viewable by other
users of the Site and through third-party websites. As
such, any Contributions you transmit may be treated as
non-confidential and non-proprietary. When you create or
make available any Contributions, you thereby represent
and warrant that:
- the creation, distribution, transmission, public
display, or performance, and the accessing,
downloading, or copying of your Contributions do not
and will not infringe the proprietary rights,
including but not limited to the copyright, patent,
trademark, trade secret, or moral rights of any
third party.
- you are the creator and owner of or have the
necessary licenses, rights, consents, releases, and
permissions to use and to authorize us, the Site,
and other users of the Site to use your
Contributions in any manner contemplated by the Site
and these Terms of Use.
- you have the written consent, release, and/or
permission of each and every identifiable individual
person in your Contributions to use the name or
likeness of each and every such identifiable
individual person to enable inclusion and use of
your Contributions in any manner contemplated by the
Site and these Terms of Use.
- your Contributions are not false, inaccurate, or
misleading.
- your Contributions are not unsolicited or
unauthorized advertising, promotional materials,
pyramid schemes, chain letters, spam, mass mailings,
or other forms of solicitation.
- your Contributions are not obscene, lewd,
lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as
determined by us).
- your Contributions do not ridicule, mock, disparage,
intimidate, or abuse anyone.
- your Contributions do not advocate the violent
overthrow of any government or incite, encourage, or
threaten physical harm against another.
- your Contributions do not violate any applicable
law, regulation, or rule.
- your Contributions do not violate the privacy or
publicity rights of any third party.
- your Contributions do not contain any material that
solicits personal information from anyone under the
age of 18 or exploits people under the age of 18 in
a sexual or violent manner.
- your Contributions do not violate any federal or
state law concerning child pornography, or otherwise
intended to protect the health or well-being of
minors;
- your Contributions do not include any offensive
comments that are connected to race, national
origin, gender, sexual preference, or physical
handicap.
- your Contributions do not otherwise violate, or link
to material that violates, any provision of these
Terms of Use, or any applicable law or regulation.
Any use of the Site in
violation of the foregoing violates these Terms of Use
and may result in, among other things, termination or
suspension of your rights to use the Site.
CONTRIBUTION LICENSE
By posting your
Contributions to any part of the Site [or making
Contributions accessible to the Site by linking your
account from the Site to any of your social networking
accounts], you automatically grant, and you represent
and warrant that you have the right to grant, to us an
unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid,
worldwide right, and license to host, use, copy,
reproduce, disclose, sell, resell, publish, broadcast,
retitle, archive, store, cache, publicly perform,
publicly display, reformat, translate, transmit, excerpt
(in whole or in part), and distribute such Contributions
(including, without limitation, your image and voice)
for any purpose, commercial, advertising, or otherwise,
and to prepare derivative works of, or incorporate into
other works, such Contributions, and grant and authorize
sublicenses of the foregoing. The use and distribution
may occur in any media formats and through any media
channels.
This license will apply to
any form, media, or technology now known or hereafter
developed, and includes our use of your name, company
name, and franchise name, as applicable, and any of the
trademarks, service marks, trade names, logos, and
personal and commercial images you provide. You waive
all moral rights in your Contributions, and you warrant
that moral rights have not otherwise been asserted in
your Contributions.
We do not assert any
ownership over your Contributions. You retain full
ownership of all of your Contributions and any
intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable
for any statements or representations in your
Contributions provided by you in any area on the Site.
You are solely responsible for your Contributions to the
Site and you expressly agree to exonerate us from any
and all responsibility and to refrain from any legal
action against us regarding your Contributions.
We have the right, in our
sole and absolute discretion, (1) to edit, redact, or
otherwise change any Contributions; (2) to re-categorize
any Contributions to place them in more appropriate
locations on the Site; and (3) to pre-screen or delete
any Contributions at any time and for any reason,
without notice. We have no obligation to monitor your
Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on
the Site to leave reviews or ratings. When posting a
review, you must comply with the following criteria: (1)
you should have firsthand experience with the
person/entity being reviewed; (2) your reviews should
not contain offensive profanity, or abusive, racist,
offensive, or hate language; (3) your reviews should not
contain discriminatory references based on religion,
race, gender, national origin, age, marital status,
sexual orientation, or disability; (4) your reviews
should not contain references to illegal activity; (5)
you should not be affiliated with competitors if posting
negative reviews; (6) you should not make any
conclusions as to the legality of conduct; (7) you may
not post any false or misleading statements; and (8) you
may not organize a campaign encouraging others to post
reviews, whether positive or negative.
We may accept, reject, or
remove reviews in our sole discretion. We have
absolutely no obligation to screen reviews or to delete
reviews, even if anyone considers reviews objectionable
or inaccurate. Reviews are not endorsed by us, and do
not necessarily represent our opinions or the views of
any of our affiliates or partners. We do not assume
liability for any review or for any claims, liabilities,
or losses resulting from any review. By posting a
review, you hereby grant to us a perpetual,
non-exclusive, worldwide, royalty-free, fully-paid,
assignable, and sublicensable right and license to
reproduce, modify, translate, transmit by any means,
display, perform, and/or distribute all content relating
to reviews.
MOBILE APPLICATION LICENSE
Use License
If you access the Site via a
mobile application, then we grant you a revocable,
non-exclusive, non-transferable, limited right to
install and use the mobile application on wireless
electronic devices owned or controlled by you, and to
access and use the mobile application on such devices
strictly in accordance with the terms and conditions of
this mobile application license contained in these Terms
of Use. You shall not: (1) decompile, reverse engineer,
disassemble, attempt to derive the source code of, or
decrypt the application; (2) make any modification,
adaptation, improvement, enhancement, translation, or
derivative work from the application; (3) violate any
applicable laws, rules, or regulations in connection
with your access or use of the application; (4) remove,
alter, or obscure any proprietary notice (including any
notice of copyright or trademark) posted by us or the
licensors of the application; (5) use the application
for any revenue generating endeavor, commercial
enterprise, or other purpose for which it is not
designed or intended; (6) make the application available
over a network or other environment permitting access or
use by multiple devices or users at the same time; (7)
use the application for creating a product, service, or
software that is, directly or indirectly, competitive
with or in any way a substitute for the application; (8)
use the application to send automated queries to any
website or to send any unsolicited commercial e-mail; or
(9) use any proprietary information or any of our
interfaces or our other intellectual property in the
design, development, manufacture, licensing, or
distribution of any applications, accessories, or
devices for use with the application.
Apple and Android Devices
The following terms apply
when you use a mobile application obtained from either
the Apple Store or Google Play (each an “App
Distributor”) to access the Site: (1) the license
granted to you for our mobile application is limited to
a non-transferable license to use the application on a
device that utilizes the Apple iOS or Android operating
systems, as applicable, and in accordance with the usage
rules set forth in the applicable App
Distributor’s terms of service; (2) we are
responsible for providing any maintenance and support
services with respect to the mobile application as
specified in the terms and conditions of this mobile
application license contained in these Terms of Use or
as otherwise required under applicable law, and you
acknowledge that each App Distributor has no obligation
whatsoever to furnish any maintenance and support
services with respect to the mobile application; (3) in
the event of any failure of the mobile application to
conform to any applicable warranty, you may notify the
applicable App Distributor, and the App Distributor, in
accordance with its terms and policies, may refund the
purchase price, if any, paid for the mobile application,
and to the maximum extent permitted by applicable law,
the App Distributor will have no other warranty
obligation whatsoever with respect to the mobile
application; (4) you represent and warrant that (i) you
are not located in a country that is subject to a U.S.
government embargo, or that has been designated by the
U.S. government as a “terrorist supporting”
country and (ii) you are not listed on any U.S.
government list of prohibited or restricted parties; (5)
you must comply with applicable third-party terms of
agreement when using the mobile application, e.g., if
you have a VoIP application, then you must not be in
violation of their wireless data service agreement when
using the mobile application; and (6) you acknowledge
and agree that the App Distributors are third-party
beneficiaries of the terms and conditions in this mobile
application license contained in these Terms of Use, and
that each App Distributor will have the right (and will
be deemed to have accepted the right) to enforce the
terms and conditions in this mobile application license
contained in these Terms of Use against you as a
third-party beneficiary thereof.
SOCIAL MEDIA
As part of the functionality
of the Site, you may link your account with online
accounts you have with third-party service providers
(each such account, a “Third-Party Account”)
by either: (1) providing your Third-Party Account login
information through the Site; or (2) allowing us to
access your Third-Party Account, as is permitted under
the applicable terms and conditions that govern your use
of each Third-Party Account. You represent and warrant
that you are entitled to disclose your Third-Party
Account login information to us and/or grant us access
to your Third-Party Account, without breach by you of
any of the terms and conditions that govern your use of
the applicable Third-Party Account, and without
obligating us to pay any fees or making us subject to
any usage limitations imposed by the third-party service
provider of the Third-Party Account. By granting us
access to any Third-Party Accounts, you understand that
(1) we may access, make available, and store (if
applicable) any content that you have provided to and
stored in your Third-Party Account (the “Social
Network Content”) so that it is available on and
through the Site via your account, including without
limitation any friend lists and (2) we may submit to and
receive from your Third-Party Account additional
information to the extent you are notified when you link
your account with the Third-Party Account. Depending on
the Third-Party Accounts you choose and subject to the
privacy settings that you have set in such Third-Party
Accounts, personally identifiable information that you
post to your Third-Party Accounts may be available on
and through your account on the Site. Please note that
if a Third-Party Account or associated service becomes
unavailable or our access to such Third-Party Account is
terminated by the third-party service provider, then
Social Network Content may no longer be available on and
through the Site. You will have the ability to disable
the connection between your account on the Site and your
Third-Party Accounts at any time. PLEASE NOTE THAT YOUR
RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS
ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED
SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY
SERVICE PROVIDERS. We make no effort to review any
Social Network Content for any purpose, including but
not limited to, for accuracy, legality, or
non-infringement, and we are not responsible for any
Social Network Content. You acknowledge and agree that
we may access your email address book associated with a
Third-Party Account and your contacts list stored on
your mobile device or tablet computer solely for
purposes of identifying and informing you of those
contacts who have also registered to use the Site. You
can deactivate the connection between the Site and your
Third-Party Account by contacting us using the contact
information below or through your account settings (if
applicable). We will attempt to delete any information
stored on our servers that was obtained through such
Third-Party Account, except the username and profile
picture that become associated with your account.
SUBMISSIONS
You acknowledge and agree
that any questions, comments, suggestions, ideas,
feedback, or other information regarding the Site
("Submissions") provided by you to us are
non-confidential and shall become our sole property. We
shall own exclusive rights, including all intellectual
property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions
for any lawful purpose, commercial or otherwise, without
acknowledgment or compensation to you. You hereby waive
all moral rights to any such Submissions, and you hereby
warrant that any such Submissions are original with you
or that you have the right to submit such Submissions.
You agree there shall be no recourse against us for any
alleged or actual infringement or misappropriation of
any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND
CONTENT
The Site may contain (or you
may be sent via the Site) links to other websites
("Third-Party Websites") as well as articles,
photographs, text, graphics, pictures, designs, music,
sound, video, information, applications, software, and
other content or items belonging to or originating from
third parties ("Third-Party Content"). Such Third-Party
Websites and Third-Party Content are not investigated,
monitored, or checked for accuracy, appropriateness, or
completeness by us, and we are not responsible for any
Third-Party Websites accessed through the Site or any
Third-Party Content posted on, available through, or
installed from the Site, including the content,
accuracy, offensiveness, opinions, reliability, privacy
practices, or other policies of or contained in the
Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or
installation of any Third-Party Websites or any
Third-Party Content does not imply approval or
endorsement thereof by us. If you decide to leave the
Site and access the Third-Party Websites or to use or
install any Third-Party Content, you do so at your own
risk, and you should be aware these Terms of Use no
longer govern. You should review the applicable terms
and policies, including privacy and data gathering
practices, of any website to which you navigate from the
Site or relating to any applications you use or install
from the Site. Any purchases you make through
Third-Party Websites will be through other websites and
from other companies, and we take no responsibility
whatsoever in relation to such purchases which are
exclusively between you and the applicable third party.
You agree and acknowledge that we do not endorse the
products or services offered on Third-Party Websites and
you shall hold us harmless from any harm caused by your
purchase of such products or services. Additionally, you
shall hold us harmless from any losses sustained by you
or harm caused to you relating to or resulting in any
way from any Third-Party Content or any contact with
Third-Party Websites.
ADVERTISERS
We allow advertisers to
display their advertisements and other information in
certain areas of the Site, such as sidebar
advertisements or banner advertisements. If you are an
advertiser, you shall take full responsibility for any
advertisements you place on the Site and any services
provided on the Site or products sold through those
advertisements. Further, as an advertiser, you warrant
and represent that you possess all rights and authority
to place advertisements on the Site, including, but not
limited to, intellectual property rights, publicity
rights, and contractual rights. [As an advertiser, you
agree that such advertisements are subject to our
Digital Millennium Copyright Act (“DMCA”)
Notice and Policy provisions as described below, and you
understand and agree there will be no refund or other
compensation for DMCA takedown-related issues.] We
simply provide the space to place such advertisements,
and we have no other relationship with
advertisers.
SITE MANAGEMENT
We reserve the right, but
not the obligation, to: (1) monitor the Site for
violations of these Terms of Use; (2) take appropriate
legal action against anyone who, in our sole discretion,
violates the law or these Terms of Use, including
without limitation, reporting such user to law
enforcement authorities; (3) in our sole discretion and
without limitation, refuse, restrict access to, limit
the availability of, or disable (to the extent
technologically feasible) any of your Contributions or
any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from
the Site or otherwise disable all files and content that
are excessive in size or are in any way burdensome to
our systems; and (5) otherwise manage the Site in a
manner designed to protect our rights and property and
to facilitate the proper functioning of the Site.
PRIVACY POLICY
We care about data privacy
and security. Please review our Privacy
Policy . By using the Site, you agree to be
bound by our Privacy Policy, which is incorporated into
these Terms of Use. Please be advised the Site is hosted
in the United States. If you access the Site from the
European Union, Asia, or any other region of the world
with laws or other requirements governing personal data
collection, use, or disclosure that differ from
applicable laws in the United States, then through your
continued use of the Site or Services, you are
transferring your data to the United States, and you
expressly consent to have your data transferred to and
processed in the United States. [Further, we do not
knowingly accept, request, or solicit information from
children or knowingly market to children. Therefore, in
accordance with the U.S. Children’s Online Privacy
Protection Act, if we receive actual knowledge that
anyone under the age of 13 has provided personal
information to us without the requisite and verifiable
parental consent, we will delete that information from
the Site as quickly as is reasonably practical.]
DIGITAL MILLENNIUM
COPYRIGHT ACT (DMCA) NOTICE AND POLICY
Notifications
We respect the intellectual
property rights of others. If you believe that any
material available on or through the Site infringes upon
any copyright you own or control, please immediately
notify our Designated Copyright Agent using the contact
information provided below (a
“Notification”). A copy of your Notification
will be sent to the person who posted or stored the
material addressed in the Notification. Please be
advised that pursuant to federal law you may be held
liable for damages if you make material
misrepresentations in a Notification. Thus, if you are
not sure that material located on or linked to by the
Site infringes your copyright, you should consider first
contacting an attorney.
All Notifications should
meet the requirements of DMCA 17 U.S.C. § 512(c)(3)
and include the following information: (1) A physical or
electronic signature of a person authorized to act on
behalf of the owner of an exclusive right that is
allegedly infringed; (2) identification of the
copyrighted work claimed to have been infringed, or, if
multiple copyrighted works on the Site are covered by
the Notification, a representative list of such works on
the Site; (3) 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; (4)
information reasonably sufficient to permit us to
contact the complaining party, such as an address,
telephone number, and, if available, an email address at
which the complaining party may be contacted; (5) a
statement that the complaining party has 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 (6) a statement that the information in
the notification is accurate, and under penalty of
perjury, that the complaining party is authorized to act
on behalf of the owner of an exclusive right that is
allegedly infringed upon.
Counter Notification
If you believe your own
copyrighted material has been removed from the Site as a
result of a mistake or misidentification, you may submit
a written counter notification to [us/our Designated
Copyright Agent] using the contact information provided
below (a “Counter Notification”). To be an
effective Counter Notification under the DMCA, your
Counter Notification must include substantially the
following: (1) identification of the material that has
been removed or disabled and the location at which the
material appeared before it was removed or disabled; (2)
a statement that you consent to the jurisdiction of the
Federal District Court in which your address is located,
or if your address is outside the United States, for any
judicial district in which we are located; (3) a
statement that you will accept service of process from
the party that filed the Notification or the party's
agent; (4) your name, address, and telephone number; (5)
a statement under penalty of perjury that you have a
good faith belief that the material in question was
removed or disabled as a result of a mistake or
misidentification of the material to be removed or
disabled; and (6) your physical or electronic signature.
If you send us a valid,
written Counter Notification meeting the requirements
described above, we will restore your removed or
disabled material, unless we first receive notice from
the party filing the Notification informing us that such
party has filed a court action to restrain you from
engaging in infringing activity related to the material
in question. Please note that if you materially
misrepresent that the disabled or removed content was
removed by mistake or misidentification, you may be
liable for damages, including costs and attorney's fees.
Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
Money Manager 365
Copyright Agent
Moneymanager365@gmail.com
COPYRIGHT INFRINGEMENTS
We respect the intellectual
property rights of others. If you believe that any
material available on or through the Site infringes upon
any copyright you own or control, please immediately
notify us using the contact information provided below
(a “Notification”). A copy of your
Notification will be sent to the person who posted or
stored the material addressed in the Notification.
Please be advised that pursuant to federal law you may
be held liable for damages if you make material
misrepresentations in a Notification. Thus, if you are
not sure that material located on or linked to by the
Site infringes your copyright, you should consider first
contacting an attorney.]
TERM AND TERMINATION
These Terms of Use shall
remain in full force and effect while you use the Site.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF
USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND
WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF
THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO
ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING
WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,
WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR
OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE
YOUR USE OR PARTICIPATION IN THE SITE OR DELETE [YOUR
ACCOUNT AND] ANY CONTENT OR INFORMATION THAT YOU POSTED
AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend
your account for any reason, you are prohibited from
registering and creating a new account under your name,
a fake or borrowed name, or the name of any third party,
even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account,
we reserve the right to take appropriate legal action,
including without limitation pursuing civil, criminal,
and injunctive redress.
MODIFICATIONS AND
INTERRUPTIONS
We reserve the right to
change, modify, or remove the contents of the Site at
any time or for any reason at our sole discretion
without notice. However, we have no obligation to update
any information on our Site. We also reserve the right
to modify or discontinue all or part of the Site without
notice at any time. We will not be liable to you or any
third party for any modification, price change,
suspension, or discontinuance of the Site.
We cannot guarantee the Site
will be available at all times. We may experience
hardware, software, or other problems or need to perform
maintenance related to the Site, resulting in
interruptions, delays, or errors. We reserve the right
to change, revise, update, suspend, discontinue, or
otherwise modify the Site at any time or for any reason
without notice to you. You agree that we have no
liability whatsoever for any loss, damage, or
inconvenience caused by your inability to access or use
the Site during any downtime or discontinuance of the
Site. Nothing in these Terms of Use will be construed to
obligate us to maintain and support the Site or to
supply any corrections, updates, or releases in
connection therewith.
GOVERNING LAW
These Terms of Use and your
use of the Site are governed by and construed in
accordance with the laws of the State of [name of state]
applicable to agreements made and to be entirely
performed within the State/Commonwealth of [name of
state], without regard to its conflict of law
principles.
DISPUTE RESOLUTION
Option 1:
Any legal action of whatever nature brought by either
you or us (collectively, the “Parties” and
individually, a “Party”) shall be commenced
or prosecuted in the state and federal courts located in
[name of county] County, [name of state], and the
Parties hereby consent to, and waive all defenses of
lack of personal jurisdiction and forum non conveniens
with respect to venue and jurisdiction in such state and
federal courts. Application of the United Nations
Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transaction
Act (UCITA) are excluded from these Terms of Use. In no
event shall any claim, action, or proceeding brought by
either Party related in any way to the Site be commenced
more than 10 years after the cause of action arose.
Option 2: Informal
Negotiations
To expedite resolution and
control the cost of any dispute, controversy, or claim
related to these Terms of Use (each a "Dispute" and
collectively, the “Disputes”) brought by
either you or us (individually, a “Party”
and collectively, the “Parties”), the
Parties agree to first attempt to negotiate any Dispute
(except those Disputes expressly provided below)
informally for at least 10 days before
initiating arbitration. Such informal negotiations
commence upon written notice from one Party to the other
Party.
Binding Arbitration
If the Parties are unable to
resolve a Dispute through informal negotiations, the
Dispute (except those Disputes expressly excluded below)
will be finally and exclusively resolved by binding
arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION,
YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY
TRIAL. The arbitration shall be commenced and conducted
under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") and, where appropriate,
the AAA’s Supplementary Procedures for Consumer
Related Disputes ("AAA Consumer Rules"), both of which
are available at the AAA website www.adr.org. Your
arbitration fees and your share of arbitrator
compensation shall be governed by the AAA Consumer Rules
and, where appropriate, limited by the AAA Consumer
Rules. [If such costs are determined to by the
arbitrator to be excessive, we will pay all arbitration
fees and expenses.] The arbitration may be conducted in
person, through the submission of documents, by phone,
or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons
unless requested by either Party. The arbitrator must
follow applicable law, and any award may be challenged
if the arbitrator fails to do so. Except where otherwise
required by the applicable AAA rules or applicable law,
the arbitration will take place in [name of county]
County, [name of state]. Except as otherwise provided
herein, the Parties may litigate in court to compel
arbitration, stay proceedings pending arbitration, or to
confirm, modify, vacate, or enter judgment on the award
entered by the arbitrator.
If for any reason, a Dispute
proceeds in court rather than arbitration, the Dispute
shall be commenced or prosecuted in the state and
federal courts located in [name of county] County, [name
of state], and the Parties hereby consent to, and waive
all defenses of lack of personal jurisdiction, and forum
non conveniens with respect to venue and jurisdiction in
such state and federal courts. Application of the
United Nations Convention on Contracts for the
International Sale of Goods and the the Uniform Computer
Information Transaction Act (UCITA) are excluded from
these Terms of Use.
In no event shall any
Dispute brought by either Party related in any way to
the Site be commenced more than 5 years after the cause
of action arose. If this provision is found to be
illegal or unenforceable, then neither Party will elect
to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and
such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction
above, and the Parties agree to submit to the personal
jurisdiction of that court.
Option 3: Binding
Arbitration
To expedite resolution and
control the cost of any dispute, controversy or claim
related to these Terms of Use (each a "Dispute" and
collectively, “Disputes”), any Dispute
brought by either you or us (individually, a
“Party” and collectively, the
“Parties”) shall be finally and exclusively
resolved by binding arbitration. YOU UNDERSTAND THAT
WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE
IN COURT AND HAVE A JURY TRIAL. The arbitration shall be
commenced and conducted under the Commercial Arbitration
Rules of the American Arbitration Association ("AAA")
and, where appropriate, the AAA’s Supplementary
Procedures for Consumer Related Disputes ("AAA Consumer
Rules"), both of which are available at the AAA website
www.adr.org. Your arbitration fees and your share of
arbitrator compensation shall be governed by the AAA
Consumer Rules and, where appropriate, limited by the
AAA Consumer Rules. [If such costs are determined to by
the arbitrator to be excessive, we will pay all
arbitration fees and expenses.] The arbitration may be
conducted in person, through the submission of
documents, by phone, or online. The arbitrator will make
a decision in writing, but need not provide a statement
of reasons unless requested by either Party. The
arbitrator must follow applicable law, and any award may
be challenged if the arbitrator fails to do so. Except
where otherwise required by the applicable AAA rules or
applicable law, the arbitration will take place in [name
of county] County, [name of state]. Except as otherwise
provided herein, the Parties may litigate in court to
compel arbitration, stay proceedings pending
arbitration, or to confirm, modify, vacate, or enter
judgment on the award entered by the arbitrator.
If for any reason, a Dispute
proceeds in court rather than arbitration, the Dispute
shall be commenced or prosecuted in the state and
federal courts located in [name of county] County, [name
of state], and the Parties hereby consent to, and waive
all defenses of lack of, personal jurisdiction, and
forum non conveniens with respect to venue and
jurisdiction in such state and federal
courts. Application of the United Nations
Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transaction
Act (UCITA) are excluded from these Terms of Use.
In no event shall any
Dispute brought by either Party related in any way to
the Site or Services be commenced more than 5 years
after the cause of action arose. If this provision is
found to be illegal or unenforceable, then neither Party
will elect to arbitrate any Dispute falling within that
portion of this provision found to be illegal or
unenforceable and such Dispute shall be decided by a
court of competent jurisdiction within the courts listed
for jurisdiction above, and the Parties agree to submit
to the personal jurisdiction of that court.
Option 2/Option 3:
Restrictions
The Parties agree that any
arbitration shall be limited to the Dispute between the
Parties individually. To the full extent permitted by
law, (a) no arbitration shall be joined with any other
proceeding; (b) there is no right or authority for any
Dispute to be arbitrated on a class-action basis or to
utilize class action procedures; and (c) there is no
right or authority for any Dispute to be brought in a
purported representative capacity on behalf of the
general public or any other persons.
Option 2/Option 3:
Exceptions to [Informal Negotiations and] Arbitration
The Parties agree that the
following Disputes are not subject to the above
provisions concerning [informal negotiations and]
binding arbitration: (a) any Disputes seeking to enforce
or protect, or concerning the validity of, any of the
intellectual property rights of a Party; (b) any Dispute
related to, or arising from, allegations of theft,
piracy, invasion of privacy, or unauthorized use; and
(c) any claim for injunctive relief. If this provision
is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within
that portion of this provision found to be illegal or
unenforceable and such Dispute shall be decided by a
court of competent jurisdiction within the courts listed
for jurisdiction above, and the Parties agree to submit
to the personal jurisdiction of that court.
CORRECTIONS
There may be information on
the Site that contains typographical errors,
inaccuracies, or omissions that may relate to the Site,
including descriptions, pricing, availability, and
various other information. We reserve the right to
correct any errors, inaccuracies, or omissions and to
change or update the information on the Site at any
time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN
AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF
THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE
SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE
ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR
THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE
WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1)
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND
MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF
ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND
USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE
OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
(4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR
FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR
THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE
BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS
IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE
OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY
CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE
VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE
ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE,
ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING,
AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU
AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY
MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST
JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR
DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR
OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
[NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER
AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL
TIMES BE LIMITED TO [THE LESSER OF] [THE AMOUNT PAID, IF
ANY, BY YOU TO US DURING THE THREE MONTH PERIOD PRIOR TO
ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT
ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION
OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO
YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS
MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL
RIGHTS.]
INDEMNIFICATION
You agree to defend,
indemnify, and hold us harmless, including our
subsidiaries, affiliates, and all of our respective
officers, agents, partners, and employees, from and
against any loss, damage, liability, claim, or demand,
including reasonable attorneys’ fees and expenses,
made by any third party due to or arising out of: (1)
[your Contributions]; (2) use of the Site; (3) breach of
these Terms of Use; (4) any breach of your
representations and warranties set forth in these Terms
of Use; (5) your violation of the rights of a third
party, including but not limited to intellectual
property rights; or (6) any overt harmful act toward any
other user of the Site with whom you connected via the
Site. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense
and control of any matter for which you are required to
indemnify us, and you agree to cooperate, at your
expense, with our defense of such claims. We will use
reasonable efforts to notify you of any such claim,
action, or proceeding which is subject to this
indemnification upon becoming aware of it.
USER DATA
We will maintain certain
data that you transmit to the Site for the purpose of
managing the Site, as well as data relating to your use
of the Site. Although we perform regular routine backups
of data, you are solely responsible for all data that
you transmit or that relates to any activity you have
undertaken using the Site. You agree that we shall have
no liability to you for any loss or corruption of any
such data, and you hereby waive any right of action
against us arising from any such loss or corruption of
such data.
ELECTRONIC COMMUNICATIONS,
TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending
us emails, and completing online forms constitute
electronic communications. You consent to receive
electronic communications, and you agree that all
agreements, notices, disclosures, and other
communications we provide to you electronically, via
email and on the Site, satisfy any legal requirement
that such communication be in writing. YOU HEREBY AGREE
TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED
OR COMPLETED BY US OR VIA THE SITE. You hereby waive any
rights or requirements under any statutes, regulations,
rules, ordinances, or other laws in any jurisdiction
which require an original signature or delivery or
retention of non-electronic records, or to payments or
the granting of credits by any means other than
electronic means.
CALIFORNIA USERS AND
RESIDENTS
If any complaint with us is
not satisfactorily resolved, you can contact the
Complaint Assistance Unit of the Division of Consumer
Services of the California Department of Consumer
Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at
(800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These Terms of Use and any
policies or operating rules posted by us on the Site
constitute the entire agreement and understanding
between you and us. Our failure to exercise or enforce
any right or provision of these Terms of Use shall not
operate as a waiver of such right or provision. These
Terms of Use operate to the fullest extent permissible
by law. We may assign any or all of our rights and
obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or
failure to act caused by any cause beyond our reasonable
control. If any provision or part of a provision of
these Terms of Use is determined to be unlawful, void,
or unenforceable, that provision or part of the
provision is deemed severable from these Terms of Use
and does not affect the validity and enforceability of
any remaining provisions. There is no joint venture,
partnership, employment or agency relationship created
between you and us as a result of these Terms of Use or
use of the Site. You agree that these Terms of Use will
not be construed against us by virtue of having drafted
them. You hereby waive any and all defenses you may have
based on the electronic form of these Terms of Use and
the lack of signing by the parties hereto to execute
these Terms of Use.
CONTACT US
In order to resolve a
complaint regarding the Site or to receive further
information regarding use of the Site, please contact us
at:
Money Manager 365
Moneymanager365@gmail.com
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