TERMS OF USE
Last updated __________
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
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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, noncommercial 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.
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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 nonelectronic 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: __________
__________