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:
__________
