As
a user of the Services, you agree not to:
- Systematically
retrieve data or other content from the Services to create
or compile, directly or indirectly, a collection,
compilation, database, or directory without written
permission from us.
- Trick,
defraud, or mislead us and other users,
especially in any attempt to learn sensitive
account information such as user
passwords.
- Circumvent,
disable, or otherwise interfere with
security-related features of the Services,
including features that prevent or restrict the
use or copying of any Content or enforce
limitations on the use of the Services and/or
the Content contained therein.
- Disparage,
tarnish, or otherwise harm, in our opinion, us
and/or the Services.
- Use
any information obtained from the Services in
order to harass, abuse, or harm another
person.
- Make
improper use of our support services or submit
false reports of abuse or
misconduct.
- Use
the Services in a manner inconsistent with any
applicable laws or regulations.
- Engage
in
unauthorized
framing of or linking to the
Services.
- Upload
or transmit (or attempt to upload or to
transmit) viruses, Trojan horses, or other
material, including excessive use of capital
letters and spamming (continuous posting of
repetitive text), that interferes with any
party’s uninterrupted use and enjoyment of the
Services or modifies, impairs, disrupts, alters,
or interferes with the use, features, functions,
operation, or maintenance of the
Services.
- Engage
in any automated use of the system, such as
using scripts to send comments or messages, or
using any data mining, robots, or similar data
gathering and extraction tools.
- Delete
the copyright or other proprietary rights notice
from any Content.
- Attempt
to impersonate another user or person or use the
username of another user.
- Upload
or transmit (or attempt to upload or to
transmit) any material that acts as a passive or
active information collection or transmission
mechanism, including without limitation, clear
graphics interchange formats ("gifs"),
1×1 pixels, web bugs, cookies, or other similar
devices (sometimes referred to as "spyware" or
"passive collection mechanisms" or "pcms"
).
- Interfere
with, disrupt, or create an undue burden on the
Services or the networks or services connected
to the Services.
- Harass,
annoy, intimidate, or threaten any of our
employees or agents engaged in providing any
portion of the Services to you.
- Attempt
to bypass any measures of the Services designed
to prevent or restrict access to the Services,
or any portion of the Services.
- Copy
or adapt the Services' software, including but
not limited to Flash, PHP, HTML, JavaScript, or
other code.
- Except
as permitted by applicable law, decipher,
decompile, disassemble, or reverse engineer any
of the software comprising or in any way making
up a part of the Services.
- Except
as may be the result of standard search engine
or Internet browser usage, use, launch, develop,
or distribute any automated system, including
without limitation, any spider, robot, cheat
utility, scraper, or offline reader that
accesses the Services, or use or launch any unauthorized
script or other software.
- Use
a buying agent or purchasing agent to make
purchases on the Services.
- Make
any
unauthorized
use of the Services, including collecting
usernames and/or email addresses of users by
electronic or other means for the purpose of
sending unsolicited email, or creating user
accounts by automated means or under false pretenses
.
- Use
the Services as part of any effort to compete
with us or otherwise use the Services and/or the
Content for any revenue-generating endeavor or
commercial enterprise.
5.
USER GENERATED
CONTRIBUTIONS
The
Services 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 Services,
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 Services and through
third-party websites. When you
create or make available any Contributions,
you thereby represent and warrant that:
You
and Services agree that we may access, store, process, and use any
information and personal data that you provide and your choices (including
settings).
By
submitting suggestions or other feedback regarding the Services, 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 Services. You are
solely responsible for your Contributions to the Services and you
expressly agree to exonerate us from any and all responsibility and to
refrain from any legal action against us regarding your Contributions.
7.
SERVICES MANAGEMENT
We
reserve the right, but not the obligation, to: (1) monitor the Services for
violations of these Legal Terms; (2) take appropriate legal action against
anyone who, in our sole discretion, violates the law or these Legal Terms,
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 Services 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 Services in a manner designed to protect our rights and
property and to facilitate the proper functioning of the Services.
8.
TERM AND TERMINATION
These
Legal Terms shall remain in full force and effect while you use the
Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE
RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (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 LEGAL TERMS OR OF ANY APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES 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.
9.
MODIFICATIONS AND INTERRUPTIONS
We
reserve the right to change, modify, or remove the contents of the Services
at any time or for any reason at our sole discretion without notice.
However, we have no obligation to update any information on our Services.
We will not be liable to you or any
third party for any modification, price change, suspension, or
discontinuance of the Services.
We
cannot guarantee the Services will be available at all times. We may
experience hardware, software, or other problems or need to perform
maintenance related to the Services, resulting in interruptions, delays, or
errors. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Services 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 Services during any downtime or discontinuance of the Services. Nothing
in these Legal Terms will be construed to obligate us to maintain and
support the Services or to supply any corrections, updates, or releases in
connection therewith.
10.
GOVERNING LAW
These
Legal 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 Legal Terms.
11.
DISPUTE RESOLUTION
Informal
Negotiations
To
expedite resolution and control the cost of any dispute, controversy, or
claim related to these Legal Terms (each a
"Dispute" and collectively, the "Disputes") brought by either you or us
(individually, a "Party" and
collectively, the "Parties"),
the Parties agree to first attempt to negotiate any Dispute (except those
Disputes expressly provided below) informally for at least days before initiating arbitration. Such
informal negotiations commence upon written notice from one Party to the
other Party.
Binding Arbitration
Any dispute arising out of or in
connection with these Legal Terms, 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, or arbitration shall be
. The language of the proceedings shall be
. The governing law of these Legal Terms shall be
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 Informal Negotiations
and Arbitration
The Parties agree that the following Disputes
are not subject to the above provisions concerning informal negotiations 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.
12.
CORRECTIONS
There may be information on the
Services 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
Services at any time, without prior notice.
13.
DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE
BASIS. YOU AGREE THAT YOUR USE OF THE 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 SERVICES 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 SERVICES' CONTENT
OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES
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 SERVICES, (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 SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES,
OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES 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 SERVICES.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE
SERVICES, 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.
14.
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 SERVICES, 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.
15.
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 Services; (2)
breach of these Legal Terms; (3) any breach of your
representations and warranties set forth in these Legal
Terms; (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 Services with whom you
connected via the Services. 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.
16.
USER DATA
We will maintain
certain data that you transmit to the Services for the purpose of managing
the
performance of the Services, as well as data relating to your use of the
Services. 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 Services. 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.
17.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Services, 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 Services, 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 SERVICES. 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.
18. MISCELLANEOUS
These Legal Terms and any policies or operating rules
posted by us on the Services or in respect to the Services constitute the
entire agreement and understanding between you and us. Our failure to
exercise or enforce any right or provision of these Legal Terms shall not
operate as a waiver of such right or provision. These Legal Terms 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 Legal Terms is determined to be unlawful, void, or unenforceable, that
provision or part of the provision is deemed severable from these Legal
Terms 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 Legal Terms or
use of the Services. You agree that these Legal Terms 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 Legal Terms and the lack of signing by the parties
hereto to execute these Legal Terms.
