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This Agreement is an electronic contract that establishes the legally binding terms you must accept to access and use the Website. By accessing the Website or licensing or purchasing Products , you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein and consent to have this Agreement provided to you in electronic form. Please print a copy of this Agreement for your records. This Agreement may be modified by the Company from time to time, such modifications to be effective upon posting by the Company on the Website.
You must be at least 18 years of age and the age of majority and legal consent in the jurisdiction in which you live or reside and have the legal capacity to enter into these terms to access this Website . By accessing and using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
3. Non-commercial Use
The Website is for personal and/or professional use only. You may not use the Website in connection with any commercial endeavors, including, but not limited to (i) advertising or soliciting any user to license, buy or sell any Products not offered by the Company. The Company may investigate and take any available legal action in response to any unauthorized commercial use of the Website, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website. The Company reserves the right, at its sole discretion to determine what constitutes a “commercial use”.
4. Account Security
You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify the Company of any disclosure or unauthorized use of your username or password or any other breach of security, and ensure that you exit from your account at the end of each session.
5. Intellectual Property & Proprietary Rights
The Company owns or licenses and retains all rights granted in the Website and the Products offered for sale or license , and in all content, trademarks, trade names, Product marks and other intellectual property rights related thereto. The Website contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. You agree to not copy, modify, transmit, disclose, use, create any derivative works from, make commercial use of, or reproduce in any way any copyrighted material, trademarks, trade names, Product marks, other intellectual property or proprietary information accessible on the Website or through the Product , without first obtaining the prior written consent of the Company or, if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
6. Postings and Comments
You are solely responsible for the content and information that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, “Post”) on the Website or transmit to other Website users, including emails, videos (including streaming videos), photographs, voice notes, recordings or profile text, whether publicly posted or privately transmitted (collectively, “content”). You may not Post on the Website or transmit to the Company or any other Website user (either on or off the Website), any offensive, inaccurate, abusive, obscene, profane, sexually oriented, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). You represent and warrant that all information that you submit upon registration is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, misleading or false.
You understand and agree that the Company may, but is not obligated to, monitor or review any content you Post on the Website. The Company may elect not to publish and/or delete any content that you Post, in whole or in part, that in the sole judgment of the Company violates this Agreement or may harm the reputation of the Website or the Company.
By posting content on the Website , you automatically grant, and you represent and warrant that you have the right to grant, to the Company, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute such content, (ii) prepare derivative works of, or incorporate into other works, such content, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. You represent and warrant that any posting and use of your content by the Company will not infringe or violate the rights of any third party.
In addition to the types of content described in Section 6(a) above, the following is a partial list of the type of content that is prohibited on the Website. You may not post, upload, display or otherwise make available content that includes, but is not limited to: that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
advocates harassment or intimidation of another person or incites others to do as such;
requests money from, or is intended to otherwise defraud, other users of the Website or offered Product ;
involves the transmission of “spam”, “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming” (or “spimming”, “phishing”, “trolling” or similar activities), the aforementioned to be determined at our sole discretion;
promotes information that is false, deceptive or misleading, or promotes or incites illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
provides material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someone’s privacy, or providing, disseminating or creating computer viruses;
contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;
impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information);
disrupts the normal flow of dialogue, causes a screen to “scroll” faster than other users are able to type, or otherwise negatively affects other users’ ability to engage in real time exchanges;
solicits passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another person’s personal information without his or her permission; and
publicizes or promotes commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
The Company reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates this provision, including, but not limited to removing the offending communication from the Website.
Your use of the Website , including all content you Post on the Website , must be in accordance with any and all applicable laws and regulations, including all applicable export and import laws and regulations. You agree that the Company may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Website in the future; or (v) protect the rights, property or personal safety of the Company or any other person.
7. Prohibited Activities
The Company reserves the right to investigate and/or terminate your membership if you have misused the Website or behaved in a way which could be regarded as inappropriate, unlawful or illegal, including actions or communications the occur off the Website but involving Website users you meet through the use of the Website . The following is a partial list of the type of actions that you may not engage in with respect to the Website . You will not:
impersonate any person or entity.
post any content that is prohibited by Section 9.
“stalk” or otherwise harass any person.
express or imply that any statements you make are endorsed by the Company without our specific prior written consent.
ask or use other Website users to conceal the identity, source, or destination of any illegally gained money or products.
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Website, its Products or its contents.
collect usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website.
interfere with or disrupt the Website or the servers or networks connected to the the Website.
email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Website (either directly or indirectly through use of third party software).
“frame” or “mirror” any part of the Product or the Website, without the Company’s prior written authorization.
use meta tags or code or other devices containing any reference to the Company, the Website or its Products (or any trademark, trade name, Product mark, logo or slogan of the Company) to direct any person to any other website for any purpose.
modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the the Website or any software used on or for the Website, or cause others to do so.
post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Website other than solely in connection with your use of the Website in accordance with this Agreement.
8. Customer Service
The Company provides assistance and guidance via email, telephone, contact forms or first class mail related to the use of the Website or with respect to the licensing or purchase of any Products advertised and made available on the Website. When communicating with our customer service representatives (whether over the telephone, or via email or letter), you may not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately. Telephone calls between you and our customer service representatives may be recorded for quality assurance purposes. If we feel that your behavior towards any of our customer service representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your use of the website and/or revoke any content licenses granted.
9. Refund Policy and Chargebacks – Company will refund physical goods shipped back to Company at your cost. Company may refund digital products at its sole discretion.
11. DISCLAIMERS & LIMITATION OF LIABILITY
1. General Disclaimer
You acknowledge and agree that the Company is not responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) any incorrect or inaccurate content posted on the Website or provided in connection with any Products , whether caused by users of the Website or Product , including other Website users, or any of the equipment or programming associated with or utilized in the Website or its Products ; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any content, communications or personalization settings; (iii) the conduct, whether online or offline, of any user of the Website; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or Member communications; or (v) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to Website users or to any other person’s computer related to or resulting from participating or downloading Products in connection with the Website and/or in connection solely with the Products .
2. Website provided “AS-IS”
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE WEBSITE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS ON THE WEBSITE WILL BE CORRECTED.
YOU FURTHER UNDERSTAND THAT ANY PRODUCT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY PRODUCT OR OTHER MATERIALS THROUGH THE WEBSITE.
3. Third Party content
From time to time, the Company may make third party opinions, advice, statements, offers, or other third party information or content or Products available on the Website (“Third Party Content” or “Third Party Product”). All Third Party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content. THE COMPANY DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT ON THE WEBSITE OR THIRD PARTY PRODUCT MADE AVAILABLE THROUGH THE WEBSITE , OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE WEBSITE OR IN A PRODUCT . UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR IN A PRODUCT , OR TRANSMITTED TO OR BY ANY WEBSITE USERS.
4. Informational & Entertainment Purposes ONLY
In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Website or in a Product is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. The Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website or any of its Product . If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.
12. Links & Third Party Websites
The Website may contain or third parties may provide, advertisements and promotions offered by third parties and links to other web sites or resources. You acknowledge and agree that the Company is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or Products, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Website or in a Product , including payment and delivery of related goods or Products, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or Products or other materials available on or through any such website or resource.
13. Limitation on Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR PRODUCT PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, WEBSITE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE PRODUCTS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE PRODUCT. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE WEBSITE OR ITS PRODUCTS OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
14. Controlling Law & Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of New York without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Website or its Products will be brought in the federal or state courts located in the jurisdiction and venue as chosen by the Company. You waive any objection as to inconvenient forum.
If you are a federal, state, or local government entity in the United States using the Website or its Products in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law). No software made available in connection with the Website or its Products may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE WEBSITE OR ITS PRODUCTS OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
You agree to indemnify and hold the Company, its subsidiaries, affiliates, and its and their officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of (a) your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), (b) any postings or content you post on the Website or as a result of the use of the Website or license or purchase of its Products , and (c) the violation of any law or regulation by you. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in connection therewith.
The Company may provide you with notices, including those regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings on the Website. Such notices may not be received if you violate this Agreement by accessing the Product in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Product in an authorized manner.
17. Waiver & Severability
The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that your online account is non-transferable and any rights to your profile or contents within your account terminate upon your death. No agency, partnership, joint venture or employment is created as a result of this Agreement and you may not make any representations or bind the Company in any manner.
18. Force Majeure
Company shall not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption in connection with any Product offered by Company or any third party resulting directly or indirectly from any cause beyond the reasonable control of Company, including, without limitation, an act of war or terrorism, failure of electricity supply, systems or connections, interruptions, natural disaster, third party Product provider failure or delay in performance, civil commotion, governmental action, labor dispute, act of God or other causes beyond the reasonable control of Company.
This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Company without restriction, notice or other obligation to you or any third party.
This Agreement is subject to change by the Company at any time.
21. Entire Agreement