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 and that Licensee’s details be eliminated from the Site and any mailing list.
2. License Grant; Licensee’s Content
2.1 Licensor hereby grants Licensee a non-exclusive, non-transferable right to use the Site and Services for the term for which Licensee has paid the applicable subscription fees (“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 includes a combination of content that Licensor creates, that Licensor’s partners create, and 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/or Licensee’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 that Licensee owns or has sufficient legal right to the intellectual property rights in any content posted or uploaded to the Site by Licensee (“Licensee’s Content”) 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, nonexclusive, sublicensable right to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Licensee’s Content and subsequent versions of Licensee’s Content for the purposes of (i) displaying Licensee’s Content on the Site (ii) processing Licensee’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 of Licensee’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.
3.0 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 will provide email contact information to Licensee for the purpose of providing technical support to Licensee. Licensor does not guarantee any level of technical support for technical issues not within the direct control of Licensor. 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 the Services. 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 Flash or Java animation, are protected by Licensor’s copyrights or trademarks or those of Licensor’s partners or users.
6. Fees and Payment
6.1 Licensee shall choose a subscription level and term as offered by Licensor on the Site’s Subscription and Pricing page. Licensee shall pay such fees as specified and chosen. Receipt of payment in full per the plan chosen shall be a condition precedent to Licensor providing access to the Site and Services and any license grant herein.
Licensee shall be given access to only the specific portions of the Site and Services and for the chosen term relating to the respective level of services chosen.
6.2 Licensor will charge the subscription fees directly to the credit card or Paypal account Licensee provides after every billing cycle (unless Licensee cancels the subscription). Licensor will charge the subscription fees on a monthly basis one day after the day the subscription comes due. Licensee may cancel recurring subscriptions anytime. When subscription is cancelled Licensee will still be able to access the Site and Services until Licensee’s account expires. After cancellation, Licensor will discontinue billing for this particular subscription. It is Licensee’s sole responsibility to completely and fully cancel this payment cycle. Email requests for cancellation cannot be guaranteed or construed as proof of cancellation. Upon the date of expiration, all subscriptions will renew automatically for the identical term chosen by Licensee.
6.3 If Licensee requests a refund for recurring subscriptions, Licensee should first cancel any recurring billing cycle and then notify Licenseor within the first 30 days of the subscription. In the case of recurring subscriptions Licensor reserves the right to refuse refunds if the Licensee fails to cancel the billing cycle before the first 60 days and/or fails to submit a refund request within the first 60 days.
6.4 Licensee may be able to order certain other products or services through the Site. All products and services, their contents, availability, and pricing are subject to change at any time with or without notice. Please fully read the terms and disclaimers accompanying any products or services that you order through the Site.
7.1 Licensor may immediately terminate or suspend Licensee’s use of the Services provided hereunder, or terminate Licensee’s account and this Agreement if Licensee (i) fails to pay any applicable fees when due, or (ii) breaches or otherwise fails to comply with this Agreement.
7.2 Upon termination by Licensor of this Agreement or any part thereof in accordance with this Agreement as a result of Licensee’s breach, negligence or default, Licensor will have no obligation to refund to Licensee any fees paid by Licensee. The provisions of this section will not apply to those situations defined by law.
8. Licensee’s Conduct on the Site and other Restrictions
8.1 If Licensor requests registration information from Licensee, Licensee will provide Licensor with true, accurate, current, and complete information. Licensee will promptly update Licensee’s registration to keep it accurate, current, and complete. 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 from Licensee’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.
8.2 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.
8.3 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:
Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;
Publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content;
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;
Advertise or offer to sell any goods or services for any commercial purpose unless Licensee has Licensor’s written consent to do so;
Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages;
Download any file that Licensee knows or reasonably should know cannot be legally obtained in such manner;
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;
Restrict or inhibit any other user from using and enjoying any area within the Site;
Interfere with or disrupt Licensor’s sites, servers, or networks;
Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site;
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;
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;
Take any action that imposes an unreasonably or disproportionately large load on Licensor’s infrastructure;
Engage in any illegal activities; or
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 Insurance Portability and Accountability Act of 1996 and its implementing regulations.
8.4 If Licensee chooses a username or avatar 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 to Licensee, to automatically change Licensee’s username or avatar, delete Licensee’s posts from Licensor’s sites, deny Licensee access to Licensor’s sites, or any combination of these options.
8.5 Unauthorized access to the Site 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.
8.6 Licensee may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
8.7 Use of the Site is subject to existing laws and legal process. Nothing contained in this Agreement will limit Licensor’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.
9.1 Licensee will defend Licensor from any third party claim, and will pay all damages finally awarded against Licensor in such claim or amounts agreed to in settlement, 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.
10. Warranty; Disclaimers
10.1 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 NONINFRINGEMENT, 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.
11. LIMITATION OF LIABILITY
11.1 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.
11.2 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 PAID BY LICENSEE TO LICENSOR FOR THE SERVICES.
11.3 SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT 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.
12.1 Any dispute arising out of or relating to this Agreement or the Site will be finally settled by 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 Canadian 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 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 or Licensor may seek any interim or preliminary equitable relief from a court of competent jurisdiction necessary to protect the rights or the property of Licensee or Licensor (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.
13.1 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.
13.2 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 may update Licensee’s e-mail address by visiting the Services where Licensee has provided contact information. If Licensee does not provide Licensor with accurate information, Licensor cannot be held liable if Licensor fail to notify Licensee.
13.3 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.
13.4 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 and Services, superseding any prior agreements that Licensee may have with Licensor.
13.5 Licensee may not use, import or export materials on this Site in violation of Canadian, 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 any export license or other approval that may be required under United States, and any other applicable country’s, laws, regulations and requirements.
13.6 If any part of this Agreement 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 severe and delete the provision. In any event, all other terms remaining valid and enforceable will survive and remain in full force and effect.