AGREEMENT TO TERMS
These Terms of Use constitute a legally
binding agreement made between you, whether personally or on behalf of
an entity (“you”) and __________ (“Company“, “we”, “us”, or “our”),
concerning your access to and use of the __________ 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 agreed to be bound by all of these Terms of
Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, 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 of Use at
any time and for any reason. We will alert you about any changes by
updating the “Last updated” date of these Terms of Use, and you waive
any right to receive specific notice of each such change. It is your
responsibility to periodically review these Terms of Use 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 of Use by your continued use of the Site after the date such
revised Terms of Use 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.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,
international copyright laws, 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, the Content and the Marks.USER REPRESENTATIONS
By
using the Site, you represent and warrant that: (1) you have the legal
capacity and you agree to comply with these Terms of Use; (2) you are
not a minor in the jurisdiction in which you reside; (3) you will not
access the Site through automated or non-human means, whether through a
bot, script, or otherwise; (4) you will not use the Site for any illegal
or unauthorized purpose; and (5) 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).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:USER GENERATED CONTRIBUTIONS
The
Site 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 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 in accordance with the Site Privacy Policy. When you create or
make available any Contributions, you thereby represent and warrant
that:
1. 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.
2. 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.
3. 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.
4. Your Contributions are not false, inaccurate, or misleading.
5.
Your Contributions are not unsolicited or unauthorized advertising,
promotional materials, pyramid schemes, chain letters, spam, mass
mailings, or other forms of solicitation.
6. Your Contributions are
not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8.
Your Contributions are not used to harass or threaten (in the legal
sense of those terms) any other person and to promote violence against a
specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11.
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.
12. Your Contributions do
not violate any applicable law concerning child pornography, or
otherwise intended to protect the health or well-being of minors.
13.
Your Contributions do not include any offensive comments that are
connected to race, national origin, gender, sexual preference, or
physical handicap.
14. 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
You
and the Site agree that we may access, store, process, and use any
information and personal data that you provide following the terms of
the Privacy Policy and your choices (including settings).By
submitting suggestions or other feedback regarding the Site, 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 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.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.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.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 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 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 terms.DISPUTE RESOLUTION
Binding Arbitration
Any
dispute arising out of or in connection with this contract, 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, of arbitration shall be __________. The language of the
proceedings shall be __________. The governing law of the contract shall
be the 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 Arbitration
The
Parties agree that the following Disputes are not subject to the above
provisions concerning 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, 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 AND OUR 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 THE 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 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.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 Site;
(2) breach of these Terms of Use; (3) any breach of your representations
and warranties set forth in these Terms of Use; (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 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 performance of 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. MISCELLANEOUS
These
Terms of Use and any policies or operating rules posted by us on the
Site or in respect to 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:
____________________Phone: ____________________
