You
represent and warrant to Company that: (a) you are
over the age of eighteen (18) and have the power and
authority to enter into and perform your obligations
under this Agreement; (b) you shall comply with all
terms and conditions of this Agreement, including,
without limitation, the Acceptable Use Policy set
forth at Section 3; and (c) you have provided accurate
and complete registration information, including,
without limitation, your legal name, and company.
By accessing
or using the Service, you are solely responsible for
any and all acts and omissions that occur under your
account or password, and you agree not to engage in
unacceptable use of the Service, which includes, without
limitation, uploading, or distribute or otherwise
publish through, the Service any content that: (a)
to a reasonable person may be abusive, obscene, pornographic,
defamatory, harassing, grossly offensive, vulgar,
threatening or malicious; (b) contains files, graphics,
software or other material that actually or potentially
infringes the copyright, trademark, patent, trade
secret or other intellectual property right of any
person; (c) create a false identity or to otherwise
attempt to mislead any person as to the identity or
origin of any communication; (d) contain viruses,
trojan horses or any other malicious code or program;
or (e) engages in any other activity deemed by the
Company to be in conflict with the spirit or intent
of this Agreement.
Limitations
Security.
You are solely responsible for the security, confidentiality
and integrity of all the content that you receive,
transmit through or store on the Service. You are
solely responsible for any authorized or unauthorized
access to your account by any person. You agree to
bear all responsibility for the confidentiality of
your password and all use or charges incurred from
use of the Service with your password.
Termination
This Agreement is effective upon your acceptance as
set forth herein and shall continue in full force until
terminated. You may terminate this Agreement at any
time and for any reason. Company reserves the right,
in its sole discretion and without notice, at any time
and for any reason, to: (a) modify, temporarily or permanently,
to remove or disable access to all or any portion of
the Service; (b) suspend your access to or use of all
or any portion of the Service; and (c) terminate this
Agreement. You agree Company shall not be liable to
you or to any third party for any modification, suspension
or discontinuance of the Service.
Disclaimer
of Warranties
THE
SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE
THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK.
COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED OR ERROR FREE, NOR DOES COMPANY MAKE
ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED
BY USE OF THE SERVICE. COMPANY MAKES NO OTHER WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE.
Limitation
of Liability
UNDER
NO CIRCUMSTANCES SHALL COMPANY, ITS AFFILIATES AND
ANY OF THEIR RESPECTIVE OFFICERS, DIRBE LIABLE TO
YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, LOSS
OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION
OF BUSINESS) ARISING OUT OF OR RELATING TO THIS AGREEMENT.
YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE
FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND
TERMINATE THIS AGREEMENT.
Special
Admonitions for International Use
Recognizing
the global nature of the Internet, you agree to comply
with all local rules regarding online conduct and
acceptable Content. Specifically, you agree to comply
with all applicable laws regarding the transmission
of technical data exported from the United States
or the country in which you reside.
Indemnification
You
agree to indemnify, hold harmless and defend Company,
its shareholders, directors, officers, employees and
agents from and against any action, cause, claim,
damage, debt, demand or liability, including reasonable
costs and attorney's fees, asserted by any person,
arising out of or relating to: (a) this Agreement;
(b) your use of the Service, including any data or
work transmitted or received by you; and (c) any libelous,
slanderous, indecent or other statement concerning
any person made or republished by you.
Company
Proprietary Rights
You
acknowledge and agree that the Service and any necessary
software used in connections with the Service (“Software”)
contain proprietary and confidential information that
is protected by applicable intellectual property and
other laws. You further acknowledge and agree that
Content in sponsor advertisements or information presented
to you through the Service or advertisers is protected
by copyrights, trademarks, service marks, patents
or other proprietary rights and laws. Except as expressly
authorized by Company or advertisers, you agree not
to modify, rent, lease, loan, sell, distribute or
create derivative works based on the Service or the
Software, in whole or in part. Company grants you
a personal, non-transferable and non-exclusive right
and license to use the object code of its Software
on a single computer; provided that you do not (and
do not allow any third party to) copy, modify, create
a derivative work of, reverse engineer, reverse assemble
or otherwise attempt to discover any source code,
sell, assign, sublicense, grant a security interest
in or otherwise transfer any right in the Software.
You agree not to modify the Software in any manner
or form, or to use modified versions of the Software,
including (without limitation) for the purpose of
obtaining unauthorized access to the Service. You
agree not to access the Service by any means other
than through the interface that is provided by Company
for use in accessing the Service.
Miscellaneous
Law.
The laws of the State of Pennsylvania and the United
States shall govern this Agreement without reference
to conflicts of laws.
Amendment.
Company shall have the right, at any time and without
notice, to add to or modify the terms of this Agreement,
simply by posting such amended terms herein. Your
access, link to or use of the Service after the date
such amended terms are delivered to your account with
the Service shall be deemed to constitute acceptance
of such amended terms.
Waiver
and Severability. No failure, delay in exercising
or enforcing any right or remedy hereunder by Company
shall constitute a waiver of any other right or remedy,
or future exercise thereof. If any provision of this
Agreement is determined to be invalid under any applicable
statute or rule of law, it is to that extent to be
deemed omitted, and the balance of the Agreement shall
remain enforceable.
Survival
The respective rights and obligations of the parties
under Sections 2, 3, 6, 7, 8 and 9 shall survive any
termination or expiration of this Agreement.