EFFECTIVE DATE: SEPTEMBER 12, 2012
- Bound by Agreement. Company and User explicitly and implicitly agree to be bound by the terms and conditions of this Agreement each time User accesses and/or uses the Service. If User does not wish to be bound by the terms of this Agreement, Use must not use and/or access the Service.
- Amendments. Company may amend this Agreement at any time by posting the amended terms on our Website. Company may or may not post notices on the Website when such changes occur. Such changes become effective at the time the amendment is posted. It is User’s responsibility to monitor this Agreement for updates and revisions.
- Registration Required. In order to use the Software, User is required to register.
- Registration Acceptance and Denial. Company reserves the right to accept or deny User registration, at Company’s sole discretion.
- Termination. User may terminate User’s account at any time. Company may terminate User’s account without notice to User if User violates this Agreement, as determined by Company at its sole discretion. If User’s account is terminated, Company reserves the right to remove User’s account information along with any software settings from Company’s servers with no notice or liability to User.
- Eligibility. To be eligible to use the Service, User must meet the following criteria and represent and warrant that User: (1) is 18 years of age or older; (2) is not currently restricted from the Service, or not otherwise prohibited from having an account, (3) is not a competitor of Company and/or is not using the Service for reasons that are in competition with Company; (4) has full power and authority to enter into this Agreement and doing so will not violate any other agreement to which User is a party; (5) will not violate any rights of Company, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at User’s cost all equipment, software, and Internet access necessary to use the Service
- Inventions and Contributions. By submitting ideas, suggestions, documents, and/or proposals ("Inventions and Contributions") to Company by email or through the Service, User acknowledges and agrees that: (a) Inventions and Contributions do not contain confidential or proprietary information; (b) Company is not under any obligation of confidentiality, express or implied, with respect to the Inventions and Contributions; (c) Company shall be entitled to use or disclose (or choose not to use or disclose) Inventions and Contributions for any purpose, in any way, in any media worldwide; (d) similar Inventions and Contributions may already be under consideration or in development by Company; (e) User irrevocably assign to Company all rights to Inventions and Contributions; and (f) User is not entitled to any compensation or reimbursement of any kind from Company.
- Confidential Information. User agrees to hold Company's Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. User also agrees not to use any of Company's Confidential Information to hinder Company, or aid or create Company’s competitors. "Confidential Information" as used in this Agreement shall mean all information disclosed by Company to User, or otherwise obtained by User pursuant to Services provided by Company to User that is not generally known in Company's trade or industry and shall include, without limitation, (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Company or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; and (d) any information regarding the skills and compensation of employees, contractors or other agents of the Company or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Company or User in the course of Company's business. User's obligations set forth in this Section 8 shall not apply with respect to any portion of the Confidential Information that User can document by competent proof that such portion: (i) is in the public domain through no fault of User; (ii) has been rightfully independently communicated to User free of any obligation of confidence; or (iii) was developed by User independently of and without reference to any information communicated to User by Company. In addition, User may disclose Company's Confidential Information to the limited extent required by a valid order of a court or other governmental body, or as otherwise required by law. All Confidential Information furnished to User by Company is the sole and exclusive property of Company or its suppliers or customers. Upon request by Company, User agrees to promptly deliver to Company the original and any copies of the Confidential Information.
- Content Usage. User understands and agrees that the Service and related technologies and intellectual property are owned by and belong to Company and are protected by United States Copyright Law, and as such, User will not attempt to reverse engineer or otherwise copy the Service, including, but not limited to, the Website, the Communications, the Software, and any related technologies. Any violation of this provision is grounds for subjecting User to civil and criminal action. User understands and agrees that Company’s name, Company’s product names, and other products and company names mentioned in the Service may be trademarks, servicemarks or copyrights of their respective owners, and that as such, User may not use any copyrighted material or use any such trademark or servicemark in connection with any product or service in any manner which violates the law, including, but not limited to, United States Trademark Law.
- Limited License. Upon registering for the Service and upon the condition that User complies with all of obligations under this Agreement, Company grants User a non-exclusive, non-transferable, revocable license to access and use the Service, in accordance with this Agreement. Violation of any of the terms of this Agreement is grounds for the immediate termination of User’s account without notice and is also grounds for civil and/or criminal liability.
- Warranties and Liability. User understands and acknowledges that Company's service is being provided and made available on an "AS IS" and "AS AVAILABLE" basis. The service may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. Company CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. USER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH USE OF THE SERVICE. Company is not obligated to provide any maintenance, technical or other support for the Service. Company and its Directors, Officers, Employees or Agents will have no financial or other obligation or liability to User other than what is contained in this Agreement.
- Indemnification. User agrees to indemnify Company and its directors, officers, employees, agents, successors, assigns, third-party vendors, and affiliates from any liability, loss, claim and expense, including reasonable attorney's fees, related to: (1) User’s failure to comply with this Agreement, (2) any content User submits to or through the Service, (3) User’s use of the Service, and (4) any violation by User of the terms of this Agreement.
- Successors and Assigns. Company may assign this Agreement. Subject to the foregoing, this Agreement will be for the benefit of Company's successors and assigns, and will be binding on User as well as User's subcontractors and agents.
- Governing Law. This Agreement shall be governed in all respects by the laws of the State of California.
- Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
- Waiver. The waiver by Company of a breach of any provision of this Agreement by User shall not operate or be construed as a waiver of any other or subsequent breach by User.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by User for Company. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.