“Public Space” means the part of website that is open to the general public.
“Subscriber” means the individual or entity that subscribes to the Service to create a Subscriber Space.
“Subscriber Space” means the part of website created by the Subscriber and provided through the Service that is private to the Subscriber's Members.
“Member” means any individual who has access to the Subscriber Space.
ABOUT THE SERVICE
If authenticating to the Service using a third party account, you must adhere to the authentication and rights of use setforth by such third party service. You represent and warrant that you have the right and authority to access the Service via your e-mail address.
If you access the Service with an e-mail address provided by your employer, you confirm that it is permissible for you to use such e-mail address associated with your employer's domain and that your use of the Service shall be in compliance with your employer's terms and policies, as well as any third party service authentication and rights of use policies. Please refer to your employer or e-mail provider if you have questions regarding their access rights and their data handling practices. The Company cannot control, and cannot assume responsibility for, the practices or restrictions imposed by your employer and/or e-mail provider surrounding your use of the Service.
Your permission to use the Site is conditioned upon the following Use Restrictions and Conduct Restrictions: You agree that you will not under any circumstances:
· post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
· use the service for any unlawful purpose or for the promotion of illegal activities;
· attempt to, or harass, abuse or harm another person or group;
· use another user’s account without permission;
· provide false or inaccurate information when registering an account;
· interfere or attempt to interfere with the proper functioning of the Service;
· make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
· bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
· publish or link to malicious content intended to damage or disrupt another user’s browser or computer;
. send spam or commercial or other messages, including e-mails, to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Service you must comply with all applicable laws and regulations, including (a) laws that apply in any jurisdiction to cookies, other tracking technologies, and spam and marketing practices, and (b) any applicable marketing association guidelines on ethical marketing practices; or
. copy, reproduce, distribute, display portions of, or link to the Services or any products, services, information, or other materials available on or through the Services for commercial purposes without the prior express written consent of the Company;
You retain ownership rights to the User Content you submit to or make available on the Service. You are solely responsible for all text (including all post types), images, and all other forms of data or communication that you submit or transmit to, through, or in connection with the Services (collectively, “User Content”). The Company, however, reserves the right to remove any User Content from the Service at its discretion.
The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:
· You are solely responsible for your account and the activity that occurs while signed in to or while using your account;
· You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and
· You hereby affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.
Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Company, are those of their respective authors, and should not necessarily be relied upon. You acknowledge that by providing you with the ability to view and distribute user-generated content through the Service, the Company is not undertaking any obligation or liability relating to User Content or Members’ activities. You understand that by using the Service, you may be exposed to content that you may consider to be offensive, indecent or objectionable. Under no circumstances will the Company be liable in any way for User Content, including for any errors or omissions in User Content, or for any loss or damage of any kind incurred as a result of User Content. The Company assumes no responsibility or liability which may arise from User Content, including claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. By using the Service, you agree that the Company undertakes no obligation to remove User Content based on any complaint that you may make concerning User Content and you further agree that the Company makes no promises to remove any content based on any complaint that you may make concerning User Content.
COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT
(a) Termination of Repeat Infringer Accounts. The Company respects the intellectual property rights of others and requests that the users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, the Company has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers. The Company may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
(b) DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to email@example.com:
The date of your notification;
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
A statement that you have 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
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(c) Counter-Notices. If you believe that your User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information using the contact information set forth above:
Your physical or electronic signature;
A description of the content that has been removed and the location at which the content appeared before it was removed;
A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Company copyright agent, the Company may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in the Company’s discretion) be reinstated on the Site in 10 to 14 business days or more after receipt of the counter-notice.
By becoming a Subscriber of the Service, you are hereby granted a revocable, non-transferable, non-exclusive, limited right and license to use the Service in accordance with the terms of your subscription or the subscription of Subscriber or another company or person who pays certain fees to the Company. The Company reserves all rights not expressly granted herein in the Service. The Company may terminate this license at any time for any reason or no reason.
By submitting User Content to the Subscriber Space, you hereby grant the Company a worldwide, non-exclusive, royalty-free, and sub-licensable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content for the sole purpose of operating and performing the Service for the Subscriber. You also grant each Member you authorize a non-exclusive license to access your User Content through the Service and to use, reproduce, distribute, display and perform such User Content.
By posting any User Content the Public Space, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, assignable, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use User Content for any purpose whatsoever, including, for example, to reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.
Except for your User Content, you acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.
In the event that you submit any ideas, comments, suggestions, proposed modifications or enhancements, or other feedback relating to the Service (collectively, "Feedback"), we shall automatically own such Feedback without compensation to you and you hereby assign all rights in such Feedback. For clarity, the Company may use your Feedback for any purpose, and shall own any and all work product or developments created based thereon or related thereto.
The Company is responsible for providing the Service in accordance with these Terms. We will implement commercially reasonable measures which are designed to safeguard and protect the security, confidentiality and integrity of information that you provide to or through the Service (including your Content).
Subscriber grants the Company the right to include the Subscriber as a customer in the Company’s promotional material. Subscriber can opt to have their name excluded from such use by the Company except as agreed to in writing on a case-by-case basis by providing a sufficiently detailed email request regarding the same to firstname.lastname@example.org.
Your access to the Service may be dependent on your subscription to the Service or on the subscription of the Subscriber who pays certain fees to the Company. As such, the services offered by the Company depend on the terms of that subscription. If the Subscriber ceases to pay the fees due to the Company, the Company may cease to provide you access to the Service and/or terminate your account. Similarly, if the terms of the subscription to the Service change, you may experience changes to the features or capacity of your account.
The Company charges and collects Fees in advance for use of the Service. During any Term, the Company will automatically renew and bill Subscriber’s credit card or issue an invoice (a) every month for monthly service, (b) every quarter for quarterly service, (c) each year on the subsequent anniversary for annual service, or (d) as otherwise mutually agreed upon.
Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. If you cancel your subscription, your subscription will remain active at its current level through the end of the billing period that you’ve already paid for. If you change your subscription plan, the fees for the remainder of the existing term are prorated and used as credit for the new term.
THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.
LIMITATION OF DAMAGES; RELEASE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH THE COMPANY OR ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.
If you have a dispute with one or more users that you interact with using the Service, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of the Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.