1. Service Communications
1.1 Licensee understands and agrees that the Services may include communications such as service announcements and administrative messages from Licensor. Licensee will not be able to opt out of receiving these service announcements and administrative messages while using the Site and Services until Licensee sends Licensor a specific written notice pursuant requesting the termination of Licensee’s subscription to the Services and the Site and that Licensee’s details be eliminated from the Site and any Site mailing list.
2. License Grant; Licensee’s Content
2.1 Licensor hereby grantsLicensee a non-exclusive, non-transferable right to use the Site and Services for the term for which Licensee has paid the applicable subscription fees, if any (“License Term”), solely for Licensee’s own personal use. Licensee may create one account through which Licensee can utilize the Site and Services.Licensee may not share Licensee’s account or account information with any other individual. Use of an account by more than one individual is strictly prohibited.
2.2 The Site may include a combination of content that Licensor creates, that Licensor’s partners create, and/or that Licensor’s users create. Licensee may use the content on the Site only for Licensee’s personal use in connection with the Services and/orLicensee’s licensed use of Licensor’s products. Except for the foregoing,Licensee may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part.
2.3 Licensee warrants thatLicensee owns or has sufficient legal right to the intellectual property rights in any content posted or uploaded to the Site by Licensee (“Licensee’sContent”) and that Licensee’s Content, including any use thereof by Licensor as described herein, does not violate applicable law or the rights of any third party. Licensee hereby grants Licensor, Licensor’s affiliates, and Licensor’s partners a lifetime, worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable right to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publishLicensee’s Content and subsequent versions of Licensee’s Content for the purposes of (i) displaying Licensee’s Content on the Site (ii) processingLicensee’s Content in connection with providing the Services, (iii)distributing Licensee’s Content, either electronically or via other media, and/or (iv) storing or hosting Licensee’s Content in a remote database or on the Site. This license will apply to the distribution and the storage ofLicensee’s Content in any form, medium, or technology now known or later developed.
2.4 Licensee may be exposed to content that Licensee finds offensive, indecent, or objectionable or that is inaccurate, and Licensee bears all risks associated with using that content.Licensor has the right, but not the obligation, to remove any content that may, in Licensor’s sole discretion, violate this Agreement or that is otherwise objectionable.
2.5 Licensor shall be entitled to adjust the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Services and technical advances.
3. Purpose of Site/Linking
3.1 The Site is for general informational purposes only. Before you act on information you’ve found on our website, you should independently confirm any facts that are important to your decision. Licensor is not responsible for, and cannot guarantee the performance of, any products or services provided by any advertisers or others to whose sites we link. A link to another website does not constitute an endorsement of that site (nor of any product, service or other material offered on that site)by Licensor or its licensors. We welcome links to the homepage of our website.Licensee is free to establish a hypertext link to the Site so long as the link does not state or imply any affiliation, connection, sponsorship, or approval of your site by Licensor. We do not permit framing or inline linking to our website or any portion of it.
4. Technical Support
4.1 Licensor may provide technical support to Licensee regarding this Site or the Services, but Licensor does not guarantee any level of technical support. Licensor does not guarantee that the Site or Services will be available at any time.
5. Intellectual Property Rights
5.1 Licensor, and/or its licensors, owns all rights, title and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content (excluding Licensee’s Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee or any other party relating to the Site or theServices. In addition, all content published on the Site, including, but not limited to, reports, presentations, written content, graphics, images, marks, logos, sound or video clips, and animation, are protected by Licensor’s copyrights or trademarks or those of Licensor’s partners or users.
6.1 Licensor may terminate or suspend Licensee’s use of the Site or Services at any time, in Licensor’s sole discretion.
7. Licensee’s Conduct on the Site and other Restrictions
7.1 If Licensee provides any information to Licensor, Licensee will provide Licensor with true, accurate, current, and complete information. Licensee will promptly update Licensee’s information to keep it accurate, current, and complete.
7.2 If Licensor issues Licensee a password, Licensee may not reveal it to anyone else. Licensee may not use anyone else’s password. Licensee is responsible for maintaining the confidentiality of Licensee’s account and password. Licensee agrees to immediately notify Licensor of any unauthorized use of Licensee’s password or account or any other breach of security. Licensee also agrees to exit fromLicensee’s accounts at the end of each session. Licensor will not be responsible for any loss or damage that may result if Licensee fails to comply with these requirements.
7.3 Licensee will be responsible for all activity occurring under Licensee’s account and will comply with all applicable local, state, and foreign laws, treaties and regulations in connection with Licensee’s use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.
7.4 The technology and the software underlying the Site and the Services are the property of Licensor and/or Licensor’s affiliates, suppliers and partners. Licensee agrees not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Site or the Services. Licensee agrees not to modify the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site. Without limiting the foregoing,Licensee agrees that Licensee will not use the Site to take any of the following actions:
1. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of Licensor or others;
2. Publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content;
3. Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, Licensor’s sites, any software or hardware, or telecommunications equipment;
4. Advertise or offer to sell any goods or services for any commercial purpose unless Licensee has Licensor’s written consent to do so;
5. Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages;
6. Download any file that Licensee knows or reasonably should know cannot be legally obtained in such manner;
7. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
8. Restrict or inhibit any other user from using and enjoying any area within the Site;
9. Interfere with or disrupt Licensor’s sites, servers, or networks;
10. Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site;
11. Impersonate any person or entity, including, but not limited to, any Licensor representative, or falsely state or otherwise misrepresent Licensee’s affiliation with a person or entity;
12. Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate Licensee’s presence on the Site;
13. Take any action that imposes an unreasonably or disproportionately large load onLicensor’s infrastructure;
14. Engage in any illegal activities; or
15. Collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations, including but not limited to, any Protected Health Information as defined by the Health InsurancePortability and Accountability Act of 1996 and its implementing regulations.
7.5 If Licensee chooses a username or avatar, or posts content, that, in Licensor’s sole discretion, is obscene, indecent, abusive or that might otherwise subject Licensor to public disparagement or scorn, Licensor reserves the right, without prior notice toLicensee, to automatically change Licensee’s username or avatar, deleteLicensee’s posts from Licensor’s sites, deny Licensee access to Licensor’s sites, or any combination of these options.
7.6 Unauthorized access to theSite is a breach of this Agreement and a violation of the law. Licensee agrees not to access the Site by any means other than through the interface that is provided by Licensor for use in accessing the Site. Licensee agrees not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except those automated means that Licensor has approved in advance in writing.
7.7 Licensee may not access theServices for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. 7.8 Use of the Site is subject to existing laws and legal process. Nothing contained in this Agreement will limitLicensor’s right to comply with governmental, court, and law-enforcement requests or requirements relating to Licensee’s use of the Site, which may include disclosing Licensee’s Content to the applicable authorities.
8.1 Licensee will defend Licensor from any valid third party claim arising out of the Site or the Services, and will pay all damages finally awarded against Licensor in such claim or amounts agreed to in settlement, excluding claims, damages, awards and settlements arising out of:
1. Licensee’s use of the Site;
2. Any use or alleged use of Licensee’s accounts or Licensee’s passwords by any person, whether or not authorized by Licensee;
3. The content, the quality, or the performance of content that Licensee submits to the Site; or
4. Licensee’s violation of this Agreement.
9. Warranty; Disclaimers
9.1 THE SITE AND THE SERVICES, ITS SOFTWARE, CONTENT AND OTHER MATERIALS, ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. LICENSOR AND ITS AFFILIATES,SUPPLIERS AND PARTNERS MAKE NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY OF THE CONTENT, SERVICES, PRODUCTS, SOFTWARE OR OTHER MATERIALS AVAILABLE THROUGH THE SITE.
10. LIMITATION OF LIABILITY
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LICENSOR NOR ITS AFFILIATES, SUPPLIERS OR PARTNERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SERVICES OR THE SITE, ITS SOFTWARE, CONTENT OR OTHER MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES.
10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNTS PAIDBY LICENSEE TO LICENSOR FOR THE SERVICES OR THE USE OF THE SITE. 10.3 SOME STATES/JURISDICTIONS DONOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAYNOT APPLY TO LICENSEE. IN SUCH STATES/JURISDICTIONS, LICENSOR’S LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
11.1 Any dispute arising out of or relating to this Agreement or the Site will be finally settled by binding arbitration, except that Licensor may bring an action in a court of competent jurisdiction with respect to any dispute affecting Licensor’s intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in a location of Licensor’s choosing in accordance with applicable law, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator selected under the Rules must be a lawyer. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either Licensee orLicensor may seek any interim or preliminary equitable relief from a court of competent jurisdiction necessary to protect the rights or the property ofLicensee or Licensor (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration. The parties will split the cost of the arbitrator and the arbitration proceedings, and otherwise each party will bear its own costs in connection with the arbitration.
12.1 The Site features trademarks, service marks, and logos that are the property of Licensor and/or its affiliates, suppliers, partners and licensors. The Site also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and Licensee agrees not to use them in any manner without the prior written permission of the applicable owner.
12.2 Licensor may be required by state or federal law to notify Licensee of certain events. Licensee hereby acknowledges and consents that such notices will be effective upon Licensor’s posting them on the Site or delivering them to Licensee through e-mail.Licensee is solely responsible for updating Licensee’s e-mail address on theSite. If Licensee does not provide Licensor with accurate or updated information, Licensor cannot be held liable if Licensor fails to notifyLicensee, and Licensee shall remain bound by this Agreement in all respects as if Licensee had actually received such notice.
12.3 Licensor’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement and Licensee’s right to use the Services may not be assigned by Licensee without the prior written approval of Licensor in its sole discretion.
12.4 This Agreement, including any applicable attachments, and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between Licensee and Licensor and govern Licensee’s use of the Site andServices, superseding any prior agreements that Licensee may have withLicensor.
12.5 Licensee may not use, import or export materials on this Site in violation of United States, or any other applicable country’s, import and export laws and regulations. Licensor assumes no responsibility or liability for Licensee’s failure to obtain any necessary export approvals. Without limiting the foregoing, Licensee agrees that the Site will not be used, and none of the underlying content, information, software, or technology may be transferred or otherwise exported or re-exported to persons subject to restrictions, destinations subject to embargo, or to prohibited proliferation-related end-users or end-uses, without obtaining Licensor prior written consent, in its sole discretion, and obtaining any export license or other approval that may be required under United States, and any other applicable country’s, laws, regulations and requirements.
12.6 If any part of thisAgreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will sever and delete the provision. In any event, all other terms remain valid and enforceable and will survive and remain in full force and effect.