Should You oppose to, reject or have otherwise any reservations whatsoever regarding the Terms hereof, irrespective of whether having pressed the specifically designated button for refusal (e.g. "Refuse", "Cancel", "Back" and the like such buttons) or not, You undertake herein to refrain from accessing, using or signing-up to use the Services, as well as from further uploading, posting or otherwise submitting any User Content (as defined hereinbelow) to or through the Services. Any of the foregoing uses under such circumstances shall be construed as an unauthorized use of the Services, deemed strictly prohibited in accordance to the Terms hereof.
In the event You shall have previously entered into any written agreement with the Company, that either incorporates these Terms by reference therein or govern over the same subject matter, unless explicitly stated under such agreement, the terms and conditions hereof are to be deemed likewise enforceable and binding upon You, regardless of express consent or lack thereof (i.e. Whether should you click or not on the specifically designated button for consent or should you click on the specifically designated button for refusal in accordance with the provided above).
We reserve the right to, at our sole discretion, update, amend or otherwise alter these Terms, the Policies and the Services, from time to time, regardless of prior notice (to the extent permitted by law), including, without limitation, features, specifications, capabilities, functions, licensing terms and general availability. However, we undertake to keep You properly informed in the event of any such changes, by means of posts on the website and remittance of e-mails to Your e-mail address provided upon signing-up. By continuing to access or use the Services, or any related content, on such events following an amendment, update or otherwise alteration hereof, irrespective of any objections or reservations eventually raised by You, whether or not timely, written or otherwise, You explicitly agree and grant Your full and unconstrained consent to become subjected to and bound by those alterations, waiving any right to enjoy or claim, judicially or otherwise, any compensation or indemnification stemming therefrom or in connection thereto. Other than as provided in the Mandatory Arbitration and Class Action Waiver section of these Terms, any alterations hereof shall take effect immediately upon posted at the website and will apply on a going-forward basis, unless otherwise provided in a notice to You.
If You oppose to, reject or have otherwise any reservations whatsoever regarding an eventual alteration under this Section, You undertake herein to refrain from accessing, using or signing-up to use the Services, as well as from further uploading, posting or otherwise submitting any User Content (as defined hereinbelow) to or through the Services, on any time following that alteration's effective date. Any of the foregoing uses under such circumstances shall be construed as an unauthorized use of the Services, deemed strictly prohibited in accordance to the Terms hereof.
Without prejudice to the foregoing, should You choose to raise any objections or reservations pursuant to an amendment, update or otherwise alteration in accordance with the foregoing, You may do so within the fifteen (15) days immediately following that alteration's effective date, provided that You cease and refrain from all further use of the Services as of the date when such objection or reservation is raised until Your receipt of our written reply thereof.
In the event You continue to or otherwise resume the use of the Services after raising an objection or reservation, however prior to receiving our written reply, You shall then be deemed to have expressly agreed with and granted Your full and unconstrained consent to becoming subject to and bound by those alterations, having waived any right to enjoy or claim, judicially or otherwise, any compensation or indemnification thereof, in accordance with the provided hereinabove.
Additional terms may apply to your use of the Services. We will provide any such additional terms to You or post them on the Services in connection with the features to which they may apply; notwithstanding, all such additional terms are incorporated herein by reference.
1. Eligibility. To use the Services You must be, and You hereby represent and warrant to be, of legal age and competence. By using the Services on behalf of any third-party, You are herein representing to be an authorized representative of that third-party and that your use of the Services constitutes that third-party's acceptance of these Terms. If You have been previously prohibited from accessing the Services by Us, You are not permitted to access the Services.
2. Use Outside the United States of America. The Services are controlled and offered by Us, from the United States of America. We make no representations that the Services are appropriate for use in other locations. Those who access or use the Services from other locations do so at their own risk and are responsible for compliance with local law.
2. We reserve the right to, at our sole discretion, deny your registration. Should your registration be denied, any and all use or access of the Services by You shall be construed as an unauthorized use of the Services.
3. Unauthorized Account Use. You undertake to keep us informed, at all times, over any event of suspected or actual unauthorized use of your username or password, or otherwise breach of security related to your password or the Services. We are not liable for any loss or damage resulting from your failure to protect and safeguard your account from unauthorized or unwarranted access or use, or for your failure to maintain the password confidential and secure. By completing your account registration, You agree that You shall not allow others to use your account and that You are deemed fully responsible for all activities performed under your username and password. Any and all communications We receive under your account shall be deemed to have been made by You. Under no circumstance We shall be liable for any loss, damages, liability, expenses or attorneys' fees that You may incur as a result of someone else using your username or password, either with or without your knowledge, and regardless of whether You have or have not advised Us of such unauthorized use. You shall be liable for losses, damages, liability, expenses and attorneys' fees incurred by Us or a eventual third-party due to someone else using your account.
1. Intellectual Property Rights. We and our subsidiaries own all rights, title and interest in and to the Services as well as any to any content derived in whole or in part from material supplied by Us and our partners, as well as other sources including, without limitation, associated intellectual property rights, and are protected under the U.S. Copyright Act, as well as under international treaty provisions, trademarks, service marks copyright, trade secret, patent, trademark and other applicable domestic and international laws. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and that any and all intellectual property and trademark rights stemming therefrom are owned by, and any goodwill associated with the use of such shall inure to the benefit of, the Company. You agree to protect the Company's and other relevant third-parties' proprietary rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Us, our suppliers and licensors of content (collectively referred to herein as "Suppliers"), or otherwise to protect theirs and ours contractual, statutory, and common law rights in the Services. In no event shall the Services be deemed sold or assigned to You. Any and all rights not expressly granted by Us are reserved to the Company and its subsidiaries or Suppliers, as the case may be. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You agree to keep Us informed, at all times, immediately upon becoming aware of any unauthorized access or use of the Services by any individual or entity or of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between You and Us at all times be and remain the sole and exclusive property of the Company.
2. Use of Marks. You may not use any of our trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with You or, except as otherwise provided herein, are used with our consent, and You acknowledge that You have no ownership rights in or to any such items.
1. User Content. The Services may enable You to, whether publicly or privately, submit, post, upload, publish, link to, transmit, record, display or otherwise make available (collectively, "post") information and content including, without limitation, text, videos (whether streamed or otherwise), photographs, recordings, reviews, messages, ideas, comments and other content (collectively, "User Content"). You are solely responsible for User Content that You post.
2. User Content Licensing, Preservation and Disclosure. By posting any User Content on or through the Services, You grant Us a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and sublicensable, license to use and process such User Content, in whole or in part, under whatever current or future format or medium, provided that under strict compliance with the applicable general data protection regulation and pursuant to the Company's corporate activities, including, without limitation, to: (i) use, exhibit, broadcast, publish, publicly display, publicly perform, distribute, copy, store, reproduce, promote and store the User Content on, through, or otherwise in connection with the Services; (ii) secure, encode, host, cache, route, reformat, modify, edit, adapt, translate, analyze and create algorithms and reports based on access to and use of the User Content; (iii) create derivative works from, sell, lease, transmit, disassemble, utilize and process the User Content to test and advance the Company's proprietary technologies and processes.
3. User Content Representations. You warrant and represent to be solely liable for: (i) obtaining all necessary consents, permissions, licenses and waivers from copyright owners, artists, actors, directors, performers, writers, producers, or any other individuals, in connection with the User Content; (ii) obtaining any required synchronization and master use licenses from the owners of the musical compositions and sound recordings embodied in the User Content, if any; (iii) any payments pertaining to labor unions and guilds, to the extent required under applicable law or collective bargaining agreements or otherwise, as the case may be, in connection with posting and publicizing the User Content; (iv) obtaining public performance licenses from public performance rights collection organizations, if applicable; (v) complying with all laws, rules and applicable regulations; (vi) any Prohibited Content; and (vii) abiding by all the Terms hereof.
4. Content Restrictions. Nothing under these Term shall be construed as to grant You, by implication, estoppel, or otherwise, any license or right to use any User Content accessed via the Services, without the prior written consent of that User Content's owner. Any and all rights not explicitly granted herein are reserved to their owner or otherwise to the holder of their legal title. We may not, under any circumstance, be deemed liable for the: (i) selection, acquisition, distribution and licensing of User Content; or (ii) acquisition and payment of any third-party licenses, rights clearances or other permissions needed from unions, guilds or other entities to use User Content in the manner authorized by You. You are solely responsible for maintaining copies of the User Content and shall take precautionary measures to backup and protect it. We have no obligation to provide You, or otherwise any third-party, with backup or archival copies of any User Content posted on or through the Services.
6. User Feedback. Provided that duly anonymized, all information provided to Us by e-mail or other mediums including, without limitation, feedbacks, answers, questions, comments, suggestions, plans, ideas or the like, shall be, to the extent permitted by law, deemed non-confidential. We assume no obligation to, under such circumstances, protect any information from disclosure. Our receipt of such information shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by Us for any purpose whatsoever, and We reserve the right to freely reproduce, use, disclose and distribute the information to third-parties, to the greatest extent permitted by law.
7. Compliance under the Bolstering Online Transparency Act. Notwithstanding the foregoing, by and throughout your use, access and interactions to and with the Services and related content, You may interact with content generated by, or with the assistance of, automated online accounts ("Bots" or "Automated Profiles"), where none – or substantially none – of the actions and posts of that Automated Profile are the result of, or arise in connection with, a natural person's profile or otherwise User Content. We further represent to conspicuously mark all such Automated Profiles, assuring that any interaction with an Automated Profile shall be carried in a manner strictly compliant with the Bolstering Online Transparency Act, where applicable, disclaiming any other liability arising thereof. You further acknowledge and agree that, other than posts and content generated by Automated Profiles, We have absolutely no control over the nature of any User Content.
8. Partners Content. By using the Services You may be exposed to, interact or otherwise be provided with (i) information and content provided by third-parties; (ii) links to third-party websites or resources, such as sellers of goods and services; and (iii) third-party products and services for sale directly to You (hereinafter, collectively "Partners Content"). Under any such circumstances, such Partners Content may contain affiliate marketing links, encoded by third-party partners, through which We may earn a monetary commission for actions executed by You, i.e. clicking on or making final purchases via that Partners Content. Your further acknowledge and consign to have such Partners Contents utilizing cookies for the purpose of assessing your use of the Services.
1. Your License. Subject to your compliance with these Terms, We grant You a limited, non-exclusive, non-sublicensable, non-transferable, and revocable, right to access and use the Services for your own personal benefit, provided that in a strictly non-commercial manner.
2. Prohibited Content. You hereby undertake to refrain from using the Services to upload, download, post, e-mail, transmit, transfer, distribute, display or link to, any User Content that:
3. Prohibited Activities. The Services may not be used to, whether intentionally or unintentionally, violate any applicable local, state, national or international law, including, without limitation, any rules of any governmental authority or agency and their regulations with force of law. Use of the Services for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited. Such prohibited uses include, without limitation, the non-exhaustive list of activities hereunder, according to which You may not:
4. We reserve the right, in our sole and absolute discretion, to remove any User Content, block access to the Services, and cancel the account of any user deemed in violation of the foregoing.
To the extent that You make a purchase of products offered by Us on the Services, such purchase will be subject to separate terms of sale presented on the website or online service where the purchase is made.
1. You expressly understand and agree that:
You further warrant to currently be, and undertake to remain, in compliance with all applicable laws and regulations, including without limitation, laws and regulations governing privacy and data protection.
1. We hereby disclaim any liability, and You expressly understand and agree that, under no circumstances may the Company, or its subsidiaries, be deemed liable for your or any users' use or misuse of or reliance on the Services or any related content thereof. To the extent permitted by law, in no event the Company shall be deemed liable for any consequential, incidental, direct, indirect, special, punitive, or other damages whatsoever, including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other loss of pecuniary nature, arising out of or in connection with these Terms or the use of or inability to access or use the Services, irrespective of the Company's eventual prior knowledge of the possibility of such damages, whether in action, contract, tort, strict liability, violation of statute or otherwise. The Company shall not be liable for the cost of replacement products, loss of revenue or loss of good will. Without prejudice to the foregoing, your exclusive remedy and the Company's total aggregate liability relating to, arising out of, in connection with, or incidental to the Services or these Terms, regardless of cause or reason, shall be restricted to the actual direct damages incurred by You, up to the greater of the amounts (i) either paid by you directly to the Company in consideration for use of the Services or (ii) corresponding to the Company's net revenue accrued directly in connection with your use of the Services through the month immediately preceding the indemnification event. The limitation set forth herein shall apply on all actions or claims, in aggregate, irrespective of cause of action. Notwithstanding, the provided herein shall not be construed as or operate a waiver of, or otherwise limit, the Company's ability to obtain injunctive or other equitable relief for breach of these Terms.
2. If You are a California resident, You hereby 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." This release includes the criminal acts of others.
1. You agree to indemnify, defend, keep and hold the Company, its officers, directors, employees, members, shareholders, and representatives (and all successors and assigns of any of the foregoing), harmless and indemnified from and against any claim or demand, including without limitation, reasonable attorneys' fees, litigation expenses, burden of loss, and any disbursements made by any third-party in connection with or arising out of your use of the Services, your connection to the Services, your violation of these Terms or the Policies, your violation of any applicable law including, without limitation, any claims, lawsuits or proceeding for libel, slander, copyright, and trademark violation, your submission, posting, or transmission of user content to the Services, and your violation of any rights of other persons. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes and, in any event, You undertake to cooperate with Us in asserting any available defenses.
1. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. You agree that We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on or through the Services.
1. These Terms are made effective as of the date of Your acceptance, pursuant the established throughout the Recitals hereinabove, and shall remain so until terminated by either of the Parties in accordance with the provided hereunder.
2. We may immediately terminate or suspend Your access to the Services: (i) should You fail to comply with any provision under these Terms or the Policies; (ii) for any conduct that We may reasonably deem to be directly or indirectly harmful to others; (iii) for any conduct that We may reasonably deem to be a violation of third-party rights such as copyright, trademark and rights of privacy and publicity or a violation under the Prohibited Activities or Prohibited Sections hereto; (iv) interference with the proper functionality of the Services, in whole or in part; and (v) for any conduct that violates any local, state, federal, or foreign laws or regulations.
3. You may terminate Your use of the Services by means of the proper channel available for that purpose under your account's administration panel. Should You terminate your account, You shall remain liable under these Terms for any purchase made prior to such termination.
4. Without prejudice to any of the above, unless explicitly stated, all covenants, agreements, representations, warranties and undertakings that are reasonable required to, shall survive the termination of Your access to the Services, however so arising, until their complete or otherwise sufficient fulfillment, or upon due and lawful release of such.
Please read this section carefully. It may affect your legal rights, including your right to file a lawsuit in court.
1. Application. Whereas You may engage the Services within the United States' territory You hereby acknowledge and agree that these Terms affect interstate commerce and consign to subject the interpretation and enforcement of these arbitration provisions to the Federal Arbitration Act. This Section 13 is intended to be interpreted broadly and governs, other than the litigation of certain intellectual property and small court claims as provided hereinbelow, any and all disputes, controversies and claims between Us including, without limitation to, claims arising out of or relating to any aspect of the relationship between Us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement including, but not limited to, claims related to advertising; and claims that may arise after the termination of these Terms ("Disputes").
2. Binding Arbitration. You further consign to submit any and all Disputes to be settled by arbitration, in accordance with Part V – International Commercial Arbitration – Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as at present in force. The arbitrator shall be appointed by the Chairman of the Malta Arbitration Centre within thirty (30) days of first notification. The seat of the arbitration shall be Malta, unless agreed by both parties to carry the arbitration by means of telephonic or other reasonably available manner of remote communication. The language of the arbitration shall be English, and the award shall be rendered in English, provided however that the parties may mutually agree to use another language during oral hearings or written submissions upon the arbitrator's consent and submission of the supporting translation by the relevant party. The written arbitration award rendered by the arbitrator shall be final and binding on the parties and may be entered as a final decision or judgement in any court of competent jurisdiction. The arbitrator may make an award of the costs of the arbitration, including any legal fees, as well as whatever relief would be available in a court under law or in equity. In addition, the parties may mutually agree to restrict the right to discovery in arbitration. Except as may be required by law, neither a party nor its representatives nor a witness nor an arbitrator may disclose the existence, contents or results of any arbitration hereunder without the prior written consent of both parties, except to the extent necessary to the conduct of the arbitration or permitted court proceedings. You hereby irrevocably waive the right to any form of recourse against an award to any court or other competent authority, insofar as such waiver can validly be made under the applicable law.
3. Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party's respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. You agree that You may bring claims against Us only in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
4. Exception. Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in the courts of the applicable jurisdiction or where is set forth by the applicable laws to protect its intellectual property rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
5. Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.
1. These Terms are governed by and interpreted in accordance with the laws of the Republic of Malta, without regard to its conflict-of-law provisions.
1. Any notice to be send by Us to You under these Terms may be done so by means of e-mail – at the address furnished on registration with your Registration Data –, posting a notice through the Services or on the website, and shall be deemed duly served upon dispatch.
1. Force Majeure. Under no circumstances We, our licensor, or our Suppliers, may be held liable for failure to perform, or delay in performing, any of the obligations contract under these Terms, to the extent that such failure or delay is due to an event of force majeure – namely an event arising from cause or causes beyond our reasonable control, which by its nature could not have been foreseen or if it could have been foreseen, was unavoidable including, without limitation, acts of God, act of governmental sovereignty, war or armed hostilities, fire, flood, explosion, civil commotion, industrial dispute of a third party, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, accident to or breakdown of facilities, shortage of any material, labor, transport, electricity or other supply, or regulatory intervention.
2. No Waiver; Severability. No failure, whether by Us or by You, to enforce any right or provision under these Terms shall be construed as or constitute a waiver of such right or provision. No waiver under these Terms shall become binding unless made in writing. No waiver under these Terms shall be deemed a further or continuing waiver of such term or any other term. If any provision under these Terms is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under any circumstances.
3. Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. You may not transfer or assign these Terms or any rights or obligations hereto, whether directly or indirectly, by operation of law or otherwise, without the Company's prior written consent. We reserve the right to unrestrictedly assign, sublicense, delegate or otherwise transfer any of the rights or obligations under these Terms, whether whole or partially, to any third-party, regardless of your prior written consent.
4. Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between You and the Company with respect to the subject matter hereof and supersede any prior agreements between You and the Company with respect to that subject matter. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between You and the Company in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. Unless the express context otherwise requires (i) the words "hereof", "herein" and "hereunder" and words of similar import, when used in these Terms, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (iii) References herein to a specific Section, Subsection, Annex, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Annexes, Schedules and Exhibits of this Agreement; (iv) Wherever the word "include", "includes" or "including" is used in these Terms, it shall be deemed to be followed by the words "without limitation"; (v) Wherever the word "promptly" or "as promptly as practicable" is used in these Terms, it shall mean without undue delay; (vi) References herein to any gender include each other gender; and (vii) Heading references in this Agreement and the table of contents are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. If You are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers.