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.
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. You 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
1. 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.
2. 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 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 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"), 1×1 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 at:
__________