CHANGES TO TERMS
You agree to check these Terms periodically so you will be familiar with their content as amended or modified from time to time. If you do not agree to these Terms or any changes or updates, your only remedy is to not use the Services. Your continued use of any Services after any changes or updates have been made to these Terms will constitute your acceptance of such changes and/or updates.
VIOLATION OF TERMS
If you violate any of these Terms, the Company may or may not issue you a warning about the violation, or the Company may choose to immediately terminate or suspend any or all of your Accounts (defined below). You acknowledge that the Company is not required to provide you with notice before terminating or suspending your Account.
REFUSAL OF SERVICE
The Company, in its sole discretion, reserves the right to refuse to provide you or any other user of the Website access to the Services, without notice, for any or no reason.
USE OF SOFTWARE
In order for you to use the Services, the Company may make software available for you to use. Any software that is made available to download or is otherwise accessible from the Services ("Software") is the copyrighted work of the Company and/or its licensors. Use of the Software is governed by the terms and conditions of the End User License Agreement. By using the Software, you will be deemed to have accepted the terms and conditions of the End User License Agreement. Any reproduction or redistribution of the Software, except as expressly permitted under the End User License Agreement, is prohibited and may result in civil and criminal penalties.
The Company and/or its licensors and/or its licensees retain exclusive ownership of the Software and any and all associated intellectual property and proprietary rights recognized anywhere in the world. You acknowledge and agree that you may not sublicense, assign or otherwise transfer any rights granted to you pursuant to these Terms. You may not modify, alter, adapt, remove proprietary notices in, or create any derivative works of any Software, reverse engineer, decompile or disassemble any Software nor authorize or assist any third party to do any of the foregoing. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT APPLICABLE TO SUCH SOFTWARE.
SOFTWARE WARRANTY AND WARRANTY DISCLAIMER
THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE EXPRESS TERMS OF THE END USER LICENSE AGREEMENT. EXCEPT AS EXPRESSLY WARRANTED IN THE END USER LICENSE AGREEMENT, THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE.
NO DUTY TO MONITOR USER SUBMISSIONS
You agree that the Company is not liable for any text, image, photo, drawing, video or other Content that you or another user of the Website saves on, or publishes through the Website. (each a "User Submission"). The Company has the right to refuse or post or to edit any User Submissions, but you acknowledge that the Company has no duty to pre-screen any User Submissions. The Company reserves the right to remove Content for any reason, but is not responsible for any failure or delay in removing such material.
COMPANY FEE-BASED SERVICES
Some of the Services require you to pay a fee. If you are required to pay a fee, the specific terms and conditions associated with such Service will be included where those Services are offered. You agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. Dollars. The Company may at any time, upon notice if required by applicable laws, change the amount of, or basis for determining, any fee or charge, or, institute new fees or charges. All fees and charges are payable in accordance with the payment terms in effect at the time the fee or the charge becomes payable. If there is a dispute regarding payment of fees or Services rendered by or paid to the Company, your Account or Accounts may be terminated without warning or notice at the sole discretion of the Company. YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED SERVICES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.
The Company may, from time to time, modify, amend, or supplement its fees and fee-billing methods, and such changes shall be effective immediately upon posting in these Terms or elsewhere on the Website.
The Company makes no representation that the Services available on the Website are appropriate or available for use in locations outside of the United States. Accessing the Website from territories where any of the Services is illegal is prohibited. If you choose to access any of the Services from locations outside of the United States, you do so on your initiative, and at your own risk, and you acknowledge and agree that you are responsible for full compliance with local laws if and to the extent local laws are applicable.
The Company respects the intellectual property rights of others and we ask our users to do the same. If you believe a user of the Website is infringing your copyright, please notify the Company in accordance with the following procedure:
All notifications of copyright infringement must be in writing and directed to the Company's designated agent at the following email address:
Each notification must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works, (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material, (iv) information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE WEBSITE OR ANY CONTENT, SERVICES OR FEATURE OF THE WEBSITE WILL BE ERROR-FREE, RELIABLE, UNINTERRUPTED OR AVAILABLE AT ALL TIMES, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE WEBSITE OR ANY OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS. THE WEBSITE, THE SERVICES AND ALL CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION PROVIDED ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. THE COMPANY CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD OR ACCESS FROM THE WEBSITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE AND/OR ANY SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE AND ANY THIRD PARTY WEBSITES ACCESSIBLE FROM THE WEBSITE. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE WEBSITE OR ANY OF THE SERVICES OR ANY CONTENT IS TO STOP USING THE WEBSITE, SUCH SERVICES AND/OR ANY SUCH CONTENT. THIS DISCLAIMER APPLIES TO ANY DAMAGES, LIABILITY OR INJURIES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY OF THE SERVICES, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION. You acknowledge that the entire risk arising out of the use or performance of the Website or any of the Services remains with you to the maximum extent permitted by law. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY OR ITS LICENSORS, TOGETHER WITH THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, OR RELIANCE UPON THE WEBSITE OR ANY OF THE SERVICES OR FOR THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. THESE EXCLUSIONS APPY TO ANY AND ALL CLAIMS FOR LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER DAMAGES OR LOSSES, EVEN IF THE COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THESE TERMS WITHOUT WHICH THE COMPANY WOULD NOT BE ABLE TO OFFER YOU THE SERVICES. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY'S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). Some jurisdictions do not allow the exclusion of incidental or consequential damages or the limitation of liability, so the above exclusions and limitations may not apply to you.
You agree to defend, indemnify, and hold the Company and its employees, contractors, officers, directors and agents harmless from and against any and all liabilities, losses, damages, judgments, settlements, penalties, fines, claims, costs and expenses (including, without limitation, attorney's fees and costs) that arise from (i) your use or misuse of the Website or any of the Services, (ii) your breach of these Terms or (iii) your violation of any law, rule, regulation or rights of others in connection with your use of the Website or any of the Services.
The laws of the State of California will govern these Terms, without giving effect to any principles of conflicts of laws. You further agree that any disputes or claims that you may have against the Company will be resolved by the state and federal courts located in the County of Los Angeles, California and you agree to submit to the exclusive personal jurisdiction of such courts. You also agree that, in the event any dispute or claim arises out of or relating to your use of the Website or the Services, that you and the Company will attempt in good faith to negotiate a written resolution of the matter. You agree that if the matter remains unresolved for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, you and the Company shall join in mediation services in Los Angeles, California with a mutually agreed upon mediator in an attempt to resolve the dispute. Should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you would otherwise be entitled to them. You hereby acknowledge that you have read and understand the foregoing Terms and agree that by registering to create an Account, using any of the Services or installing or using any of the Software that you are acknowledging your agreement to be bound by these Terms.
SEVERABILITY AND INTEGRATION
These Terms and any supplemental terms, policies, rules and guidelines posted on the Website constitute the entire agreement between you and the Company and supersede any and all previous written or oral agreements. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. If you have any questions about these Terms or your rights or the Company's obligations relating to any of the Services, please email us at email@example.com or you may contact us by mail at:
If you are unable to resolve a complaint you may have regarding the services provided through the Website, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite North 112, Sacramento, California 95834, or by telephone at (800) 952-5210.