Conditions of Use
TERMS OF USE
Last updated __________
AGREEMENT TO OUR LEGAL TERMS
We are __________ ("Company," "we," "us," "our").
We operate , as well as any other related products and services that refer or
link to these legal terms (the "Legal Terms") (collectively, the "Services").
You can contact us by email at __________ or by mail to __________,
__________, __________.
These Legal Terms constitute a legally binding agreement made between
you, whether personally or on behalf of an entity ("you"), and __________,
concerning your access to and use of the Services. You agree that by
accessing the Services, you have read, understood, and agreed to be bound
by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE
LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM
USING THE SERVICES AND YOU MUST DISCONTINUE USE
IMMEDIATELY.
• to the extent permissible by applicable law, waive any and all moral
rights to any such Submission;
• warrant that any such Submission are original to you or that you have
the necessary rights and licenses to submit such Submissions and
that you have full authority to grant us the above-mentioned rights in
relation to your Submissions; and
• warrant and represent that your Submissions do not constitute
confidential information.
You are solely responsible for your Submissions and you expressly agree to
reimburse us for any and all losses that we may suffer because of your
breach of (a) this section, (b) any third party’s intellectual property rights, or
(c) applicable law.
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1) you have the legal
capacity and you agree to comply with these Legal Terms; (2) you are not a
minor in the jurisdiction in which you reside; (3) you will not access the
Services through automated or non-human means, whether through a bot,
script or otherwise; (4) you will not use the Services for any illegal or
unauthorized purpose; and (5) your use of the Services 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 Services (or any portion
thereof).
4. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for
which we make the Services available. The Services 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 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"), 1Ă—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:
6. CONTRIBUTION LICENSE
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.
19. CONTACT US
In order to resolve a complaint regarding the Services or to receive further
information regarding use of the Services, please contact us af the Services, please contact us at