TERMS OF USE
Last updated
__________
AGREEMENT TO OUR LEGAL TERMS
We are __________ ("
Company
," "
we
," "
us
," "
our
")
.
We operate , as well as any other related products and services
that refer or link to these legal terms (the "
Legal Terms
") (collectively, the "
Services
").
You can contact us by email at __________ or by mail to
__________, __________, __________.
These Legal Terms constitute a legally binding agreement made
between you, whether personally or on behalf of an entity ("
you
"), and __________, concerning your access to and use of the
Services. You agree that by accessing the Services, you have read,
understood, and agreed to be bound by all of these Legal Terms. If
you do not agree with all of these legal terms, then you are
expressly prohibited from using the services and you must
discontinue use immediately. Supplemental terms and conditions or
documents that may be posted on the services 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 Legal Terms at any time and for any reason. We will alert
you about any changes by updating the "Last updated" date of these
Legal Terms, and you waive any right to receive specific notice of
each such change. It is your responsibility to periodically review
these Legal Terms 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 Legal Terms by your continued
use of the Services after the date such revised Legal Terms are
posted.
We recommend that you print a copy of these Legal Terms for your records.
Table of Contents
- Our Services
- Intellectual Property Rights
- User Representations
- Prohibited Activities
- User Generated Contributions
- Contribution License
- Services Management
- Term and Termination
- Modifications and Interruptions
- Governing Law
- Dispute Resolution
- Corrections
- Disclaimer
- Limitations of Liability
- Indemnification
- User Data
- Electronic Communications, Transactions, and Signatures
- Miscellaneous
- Contact Us
1. OUR SERVICES
The information provided when using the Services 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 Services 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.
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property
rights in our Services, including all source code, databases,
functionality, software, website designs, audio, video, text,
photographs, and graphics in the Services (collectively, the
"Content"), as well as the trademarks, service marks, and logos
contained therein (the "Marks").
Our Content and Marks are protected by copyright and trademark
laws (and various other intellectual property rights and unfair
competition laws) and treaties around the world.
The Content and Marks are provided in or through the Services "AS
IS" for your personal, non-commercial use or internal business
purpose only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the "
PROHIBITED ACTIVITIES
" section below, we grant you a non-exclusive, non-transferable,
revocable license to:
- access the Services; and
- 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 or internal business
purpose.
Except as set out in this section or elsewhere in our Legal Terms,
no part of the Services 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.
If you wish to make any use of the Services, Content, or Marks
other than as set out in this section or elsewhere in our Legal
Terms, please address your request to: __________. If we ever
grant you the permission to post, reproduce, or publicly display
any part of our Services or Content, you must identify us as the
owners or licensors of the Services, Content, or Marks and ensure
that any copyright or proprietary notice appears or is visible on
posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the
Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a
material breach of our Legal Terms and your right to use our
Services will terminate immediately.
Your submissions
Please review this section and the "
PROHIBITED ACTIVITIES
" section carefully prior to using our Services to understand the
(a) rights you give us and (b) obligations you have when you post
or upload any content through the Services.
Submissions:
By directly sending us any question, comment, suggestion, idea,
feedback, or other information about the Services ("Submissions"),
you agree to assign to us all intellectual property rights in such
Submission. You agree that we shall own this Submission and be
entitled to its unrestricted use and dissemination for any lawful
purpose, commercial or otherwise, without acknowledgment or
compensation to you.
You are responsible for what you post or upload:
By sending us Submissions through any part of the Services you:
- confirm that you have read and agree with our " PROHIBITED ACTIVITIES " and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
- to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
- warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
- warrant and represent that your Submissions do not constitute confidential information.
You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that:
(
1
) you have the legal capacity and you agree to comply with these
Legal Terms;
(
2
) you are not a minor in the jurisdiction in which you reside; (
3
) you will not access the Services through automated or non-human
means, whether through a bot, script or otherwise; (
4
) you will not use the Services for any illegal or unauthorized
purpose; and (
5
) your use of the Services 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
Services (or any portion thereof).
4. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than
that for which we make the Services available. The Services 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 Services, you agree not to:
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
- Use any information obtained from the Services in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Services in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Services.
- 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 Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
- 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.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- 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").
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
- 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 Services, or use or launch any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Services.
- Make any unauthorized use of the Services, 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 the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
5. USER GENERATED CONTRIBUTIONS
The Services does not offer users to submit or post content.
We 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 Services,
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 Services
and through third-party websites. When you create or make
available any Contributions, you thereby represent and warrant
that:
6. CONTRIBUTION LICENSE
You and Services agree that we may access, store, process, and
use any information and personal data that you provide and your
choices (including settings).
By submitting suggestions or other feedback regarding the
Services, you agree that we can use and share such feedback for
any purpose without compensation to you.
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 Services. You are solely responsible for
your Contributions to the Services and you expressly agree to
exonerate us from any and all responsibility and to refrain from
any legal action against us regarding your Contributions.
7. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, 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 Services 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 Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
8. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you
use the Services. Without limiting any other provision of these
legal terms, we reserve the right to, in our sole discretion and
without notice or liability, deny access to and use of the
services (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 legal terms or of any applicable law or regulation.We may
terminate your use or participation in the services or delete 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.
9. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of
the Services at any time or for any reason at our sole discretion
without notice. However, we have no obligation to update any
information on our Services. We will not be liable to you or any
third party for any modification, price change, suspension, or
discontinuance of the Services.
We cannot guarantee the Services will be available at all times.
We may experience hardware, software, or other problems or need to
perform maintenance related to the Services, resulting in
interruptions, delays, or errors. We reserve the right to change,
revise, update, suspend, discontinue, or otherwise modify the
Services 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
Services during any downtime or discontinuance of the Services.
Nothing in these Legal Terms will be construed to obligate us to
maintain and support the Services or to supply any corrections,
updates, or releases in connection therewith.
10. GOVERNING LAW
These Legal Terms shall be governed by and defined following the
laws of __________. __________ and yourself irrevocably consent
that the courts of
__________
shall have exclusive jurisdiction to resolve any dispute which may
arise in connection with these Legal Terms.
11. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute,
controversy, or claim related to these Legal Terms (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 __________ 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 the dispute through informal negotiation, the dispute shall be finally resolved by arbitration in accordance with the United Nations Commission on International Trade Law Arbitration Rules in force at the time of commencement of the arbitration. The number of arbitrators shall be __________. The seat, or legal place, or arbitration shall be __________. The language of the proceedings shall be __________. The governing law of these Legal Terms shall be substantive law of __________.
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.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations 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.
12. CORRECTIONS
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, 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 Services at any time, without prior notice.
13. DISCLAIMER
The services are provided on an as-is and as-available basis.You
agree that your use of the 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 services 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 services' content or the
content of any websites or mobile applications linked to the
services 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 services, (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 services, (5) any bugs, viruses, trojan horses, or the
like which may be transmitted to or through the services 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 services.We do not warrant, endorse,
guarantee, or assume responsibility for any product or service
advertised or offered by a third party through the services, 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.
14. 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 services, 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 or .Certain us state laws
and international 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.
15. 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
) use of the Services; (
2
) breach of these Legal Terms; (
3
) any breach of your representations and warranties set forth in
these Legal Terms; (
4
) your violation of the rights of a third party, including but not
limited to intellectual property rights; or (
5
) any overt harmful act toward any other user of the Services with
whom you connected via the Services. 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.
16. USER DATA
We will maintain certain data that you transmit to the Services
for the purpose of managing the performance of the Services, as
well as data relating to your use of the Services. 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 Services. 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.
17. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, 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 Services, 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 services. 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.
18. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us
on the Services or in respect to the Services constitute the
entire agreement and understanding between you and us. Our failure
to exercise or enforce any right or provision of these Legal Terms
shall not operate as a waiver of such right or provision. These
Legal Terms 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 Legal Terms is determined to be unlawful, void, or
unenforceable, that provision or part of the provision is deemed
severable from these Legal Terms 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 Legal Terms or use of the
Services. You agree that these Legal Terms 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 Legal Terms and the lack of signing by the parties hereto to
execute these Legal Terms.
19. CONTACT US
In order to resolve a complaint regarding the Services or to
receive further information regarding use of the Services, please
contact us at:
__________