Company reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Website (as defined below) or Services (as defined below) following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.2. USER ACCESS TO THE SERVICES. 2.1. Website and Services Ownership; Scope of Use.
website and domain name and any other linked pages, features, content, or application services (including without limitation any mobile application services) offered from time to time by Company in connection therewith (collectively, the "Website") are owned and operated by Company. Subject to the terms and conditions of this Agreement, Company may offer to provide certain services, as described more fully on the Website, and that have been selected by you (together with the Website, the "Services"), solely for your own use, and not for the use or benefit of any third party. The term "Services" includes, without limitation, use of the Website, any service Company performs for you, use of Company's video creation services through authorized third parties, and the Content (as defined below) offered by Company on the Website. Company may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content (as defined below). Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Nothing in this Agreement transfers any rights to you or any third party except as expressly set forth herein. If you make any use of the Services other than as provided herein, you may violate copyright and other laws of the United States and other countries, as well as applicable state laws, in addition to breaching this Agreement, and you may be subject to substantial damages.2.2. Personal Information.
Company does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register for the Services. If you are under 13, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 13 may provide any personal information to Company or through the Services. In the event that we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at "firstname.lastname@example.org"2.3. Illegality.
This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.2.4. Scope of Use.
In consideration for your agreement to the terms and conditions contained herein, Company grants you a personal, non-exclusive, non-transferable, revocable, limited license to access and use the Website and Company's Services in accordance with the terms herein. Unless otherwise specifically agreed by you and Company in writing, you may use the Company Services and download material from the Website only for your own personal, non-commercial use in accordance with the terms herein. You may not otherwise copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any material or attempt to do so or permit others to do so or attempt to do so. You agree that a breach of your license to use the Services would result in irreparable harm to Company, and that upon such breach or threatened breach hereof, Company shall be entitled to injunctive relief in addition to any other remedies to which Company is entitled.2.5. International Use.
Although the Website and Services may be accessible worldwide, Company makes no representation that materials on the Website or within the Services are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from outside the United States do so on their own initiative and are responsible for compliance with local laws. In addition, the Website and the Services provided under this agreement may be subject to United States export control regulations or the export control regulations of other countries. You agree to comply strictly with all export control laws, and assume sole responsibility for obtaining licenses to export or re-export as required. 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.3. WEBSITE AND SERVICES CONTENT.3.1. General.
The Website, the Services, and their contents are intended solely for the personal, non-commercial use and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website and associated Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, videos (also known as the "Content," and which includes User Submissions (as defined below))) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.3.2. Intellectual Property Rights.
The Website and the Services are protected by copyright as collective works and/or compilations, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 2), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.3.3. Non-commercial Use; Website Linking.
You may download or copy the Content (and other items displayed on the Website or Services for download) for personal non-commercial use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content other than personal, noncommercial use is expressly prohibited without prior written permission from Company or from the copyright holder identified in such Content's copyright notice. If you link to the Website, Company may revoke your right to so link at any time, at Company's sole discretion. Company reserves the right to require prior written consent before linking to the Website.3.4. User Information.
Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.3.6. Miscellaneous.
Unless otherwise agreed in writing by you and Company, Company is not obligated to provide, and shall not provide, any support, consulting, interpretation, training or assistance (collectively, "Support") of any kind to you, including without limitation Support relating to use, operation, and/or performance of the Website.6. RESTRICTIONS OF USE. 6.1. User Characteristics.
You represent and warrant to Company that: (i) you are an individual (i.e., not a corporation) and you are of legal age to form a binding contract or have your parent's permission to do so, and you are at least 13 years or age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services.6.2. User Behavior.
You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, degrading, intimidating, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Company's prior written consent, including without limitation contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Company; (vi) restricts or inhibits any other user from using and enjoying the Services or Content; (vii) relate to products that are sexual or pornographic in nature, alcoholic products, tobacco products or other products that are unlawful in any manner; or (viii) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Company reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Company, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein.6.3. User Activity.
You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services' infrastructure. Further, the use of manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.6.4. Use of Communication Services.
The Website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a community (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service you are using. You will not:a.
Post on or transmit to the Website any defamatory, libelous, obscene, bigoted, hateful, racially offensive, vulgar, harassing, pornographic, profane, threatening or unlawful content or any content that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, whether under statute, common law or equitable principles, or otherwise violate any law.b.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents.c.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.d.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.e.
Conduct or forward surveys, contests, pyramid schemes or chain letters.f.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.g.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.h.
Restrict or inhibit any other user from using and enjoying the Communication Services.i.
Violate any code of conduct or other guidelines that may be applicable to any particular Communication Service.j.
Harvest or otherwise collect information about others, including e-mail addresses, without their prior express written consent.k.
Post on or transmit to the Website any content that discusses illegal activities with the intent to commit them.l.
Use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website.m.
Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.n.
Copy, modify, perform, mirror, publish, create derivative works from, transfer, sell, lease, rent, sublicense, loan, share, give away or donate any information or content obtained from the Website or portions thereof or attempt to do so or permit others to do so or attempt to do so.o.
Violate any applicable laws or regulations.p.
Post or transmit to the Website any copyrighted material, including without limitation software, graphics, text, photographs, sound, video and musical recordings, without the express prior permission of the owner of the copyright in the material, or other express legal entitlement to use the material.q.
Access or attempt to access any other user's account, or misrepresent or attempt to misrepresent your identity while using the Website.r.
Post on or transmit to the Website any content that violates another party's privacy or infringes another party's intellectual property, including, but not limited to, such party's copyrights, trademarks, trade secrets or patents.s.
Delete or alter in any manner any copyright notice provided with Website materials.6.5. Monitoring.
Company has no obligation to monitor you or any other user's use of the Website, including, without limitation, the Communication Services. Company reserves the right to review and monitor your use of the Website, including without limitation your use of any user ID and/or password in accessing the Website and any materials posted to a Communication Service, and to remove any materials in its sole discretion. Company reserves the right to restrict or terminate your access to the Website, including, without limitation, your access to any or all of the Communication Services or your ability to use any Website user ID and/or password, at any time without notice for any reason whatsoever.7. LIABILITY DISCLAIMER.
Advice received via the Website should not be relied upon for personal, medical, legal, or financial decisions, and you should consult an appropriate professional for specific advice tailored to your situation. If you are dissatisfied with any portion of the Website, Services, or with any of these terms, your sole and exclusive remedy is to discontinue using the Website and Services.8. WARRANTY DISCLAIMER. 8.1. User Relationship with Company.
As a condition to using all or some aspects of the Services, you may be required to register with Company and select a password and user name ("Company User ID"). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a Company User ID a name of another person with the intent to impersonate that person; or (ii) use as a Company User ID a name subject to any rights of a person other than you without appropriate authorization. Company reserves the right to refuse registration of or cancel a Company User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password. 11. INDEMNITY.
You will indemnify and hold Company, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.12. LIMITATION OF LIABILITY.
IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICES AND ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SERVICES DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.13. FEES AND PAYMENT.
Company reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. Company reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non- refundable. 14. THIRD PARTY WEBSITES. 14.1. General.
The Services may contain links to third party websites or services ("Third Party Websites") that are not owned or controlled by Company, or the Services may be accessible by logging in through a Third Party Website. When you access Third Party Websites, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Websites relating to your use of the Services and that you will act in accordance with those policies in addition to your obligations under this Agreement. Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, Company will not and cannot monitor, verify, censor or edit the content of any Third Party Website.14.2. Release of Company Liability.
By using the Services, you expressly relieve and hold harmless Company from any and all liability arising from your use of any Third Party Website. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this Website, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor." 15. TERMINATION.
This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Company may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Company may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement that, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.16. MISCELLANEOUS. 16.1. Waiver.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. 16.2. Company liability.
Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).16.3. Unenforceability.
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.16.4. Assignment and Transfer.
This Agreement is not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent.16.5. Merger and Modifications.
Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.16.6. Headings.
Headings for each section of this Agreement have been included for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.17. ARBITRATION; GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Southfield, MI, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the District of Delaware.18. COPYRIGHT DISPUTE POLICY.
Company has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at http://www.copyright.gov/legislation/dmca.pdf
). The address of Company's Designated Agent to receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this Section. It is Company's policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.18.1. Procedure for Reporting Copyright Infringements.
If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information ("Notification of Claimed Infringement") to the Designated Agent listed below:a.
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;b.
Identification of works or materials being infringed;c.
Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;d.
Contact information about the notifier including address, telephone number and, if available, email address; A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; ande.
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.18.2. Company Action upon Receipt of Copyright Infringement Notification.
Once proper bona fide infringement notification is received by the Designated Agent, it is Company's policy:a.
To remove or disable access to the infringing material;b.
To notify the content provider, member or user that it has removed or disabled access to the material; andc.
That repeat offenders will have the infringing material removed from the system and that Company will terminate such content provider's, member's or user's access to the Services.18.3. Procedure to Supply a Counter-Notice to the Designated Agent.
If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:a.
A physical or electronic signature of the content provider, member or user;b.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;c.
A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; andd.
Content provider's, member's or user's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or, if the content provider's, member's or user's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.If a counter-notice is received by the Designated Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company's discretion.