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.
Supplemental terms and conditions or documents that may be posted on the Services from
time to time are hereby expressly incorporated herein by reference. We reserve the right, in
our sole discretion, to make changes or modifications to these Legal Terms at any time and
for any reason. We will alert you about any changes by updating the “Last updated” date of
these Legal Terms, and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review these Legal Terms to stay informed of updates.
will be subject to, and will be deemed to have been made aware of and to have accepted, the
changes in any revised Legal Terms by your continued use of the Services after the date such
revised Legal Terms are posted.
We recommend that you print a copy of these Legal Terms for your records.
TABLE OF CONTENTS
- OUR SERVICES
- INTELLECTUAL PROPERTY RIGHTS
- USER REPRESENTATIONS
- PROHIBITED ACTIVITIES
- USER GENERATED CONTRIBUTIONS
- CONTRIBUTION LICENSE
- SERVICES MANAGEMENT
- TERM AND TERMINATION
- MODIFICATIONS AND INTERRUPTIONS
- GOVERNING LAW
- DISPUTE RESOLUTION
- CORRECTIONS
- DISCLAIMER
- LIMITATIONS OF LIABILITY
- INDEMNIFICATION
- USER DATA
- ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
- MISCELLANEOUS
- CONTACT US
- OUR SERVICES
The information provided when using the Services is not intended for distribution to or use by
any person or entity in any jurisdiction or country where such distribution or use would be
contrary to law or regulation or which would subject us to any registration requirement within
such jurisdiction or country. Accordingly, those persons who choose to access the Services
from other locations do so on their own initiative and are solely responsible for compliance
with local laws, if and to the extent local laws are applicable. - INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all
source code, databases, functionality, software, website designs, audio, video, text,
photographs, and graphics in the Services (collectively, the “Content”), as well as the
trademarks, service marks, and logos contained therein (the “Marks”).
Our Content and Marks are protected by copyright and trademark laws (and various other
intellectual property rights and unfair competition laws) and treaties in the United States and
around the world. The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use or internal business purpose only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES”
section below, we grant you a non-exclusive, non-transferable, revocable license to:
- access the Services; and
- download or print a copy of any portion of the Content to which you have properly
gained access.
solely for your personal, non-commercial use or internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and
no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted,
publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise
exploited for any commercial purpose whatsoever, without our express prior written
permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this
section or elsewhere in our Legal Terms, please address your request to:
_. If we
ever grant you the permission to post, reproduce, or publicly display any part of our Services
or Content, you must identify us as the owners or licensors of the Services, Content, or Marks
and ensure that any copyright or proprietary notice appears or is visible on posting,
reproducing, or displaying our Content. - We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
- Any breach of these Intellectual Property Rights will constitute a material breach of our Legal
- Terms and your right to use our Services will terminate immediately.
Your submissions
Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using
our Services to understand the (a) rights you give us and (b) obligations you have when you
post or upload any content through the Services.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or
other information about the Services (“Submissions”), you agree to assign to us all intellectual
property rights in such Submission. You agree that we shall own this Submission and be
entitled to its unrestricted use and dissemination for any lawful purpose, commercial or
otherwise, without acknowledgment or compensation to you.
You are responsible for what you post or upload: By sending us Submissions through any
part of the Services you:
confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not
post, send, publish, upload, or transmit through the Services any Submission that is
illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive,
discriminatory, threatening to any person or group, sexually explicit, false, inaccurate,
deceitful, or misleading;
- to the extent permissible by applicable law, waive any and all moral rights to any such
Submission; - 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.
- 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).
- 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”), 1×1 pixels, web bugs, cookies, or
other similar devices (sometimes referred to as “spyware” or “passive collection
mechanisms” or “poms”).
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.
- 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:
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 tha
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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.