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).
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:
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
Any dispute
arising out of or in
connection with these Legal Terms, including any question regarding its existence,
validity, or termination, shall be referred to and finally resolved by the
International Commercial Arbitration Court under the European Arbitration Chamber
(Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which,
as a result of referring to it, is considered as the part of this clause. 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:
__________