Terms of Service
important notice to user: please read this document
carefully. This Terms of Service ("Agreement") is
a legal agreement between you (referred to herein as "you"
or "your") and Keep Holdings ("we",
"our", or "us") for access to and use of
our website available at http://keep.com
(the "Website") and other related
software, interactive features, or downloads operated by us and that are
available through the Website (whether accessed directly or through any
software application) (referred to collectively as the
"Service" and excluding any services provided to you by us
under a separate written agreement).
By accessing or using the service, you agree to be bound by the
terms and conditions of this agreement, whether or not you are a
registered user of our service. If any of these terms are
unacceptable to you or in the event that any future changes are
unacceptable to you, do not use the service. your continued use of the
service now, or following the posting of any changes in this agreement,
will indicate acceptance and agreement by you of such changes.
You represent that you have the legal authority to enter into this
agreement and to be bound by its terms. If you are acting on behalf of a
company or entity, you represent that you have the authority to bind such
entity.
- Use of the Service by You.
-
The Service is a creative and positive platform for you to discover
and share information about products you enjoy. The Service enables
you to tag, copy and post ("Keep") items you find on the
web and items you otherwise submit to the Service. For example, you
can use the Service to Keep images of your favorite products that you
find on the web, or to Keep images of products that you have uploaded
to Service. The Service also is designed to allow you to create,
assemble and curate online compilations ("Collections") of
items you Keep. Collections may be displayed publicly, and users of
the Service may view and follow other users’ Collections, and post
comments and other materials in response. Before you submit or Keep
any product images or other Content (defined in Section 6 below),
make sure you have the necessary rights to grant us all of the
licenses described in Section 8 below.
-
You may not rely on any information or opinions expressed on the
Service for any purpose. In all instances, it is your responsibility
to evaluate the accuracy, timeliness, completeness, or usefulness of
Content (defined in Section 6 below). We do not endorse or warrant,
and are not responsible ofr, the accuracy, timeliness, completeness,
or reliability of any opinion, advice, or statement made on the
Service by anyone other than our authorized employees or
spokespersons while acting in their official capacities.
-
You may not rely on any information or opinions expressed on the
Service for any purpose. In all instances, it is your responsibility
to evaluate the accuracy, timeliness, completeness, or usefulness of
Content (defined in Section 6 below). We do not endorse or warrant,
and are not responsible for, the accuracy, timeliness, completeness,
or reliability of any opinion, advice, or statement made on the
Service by anyone other than our authorized employees or
spokespersons while acting in their official capacities.
-
The Service may contain links to other websites maintained by third
parties. We do not operate or control, in any respect, or necessarily
endorse the content found on third-party websites. You assume sole
responsibility for your use of third-party links, websites, products
and services.
-
You acknowledge and agree that affiliate links and other tracking
technologies (e.g., third party cookies) may be used, overlaid, or
otherwise deployed in connection with your Content and Collections on
the Service, and that, unless you and we enter into a separate
written agreement explicitly providing otherwise, neither you, nor
any third party, shall be entitled to receive any portion of the
revenue we may receive in connection therewith. For example,
affiliate links on or adjacent to your Kept Content or Collections
may enable us to earn a commission on revenue generated by qualifying
sales by merchants that sell products, including, without limitation,
products similar or identical to the items displayed in your Kept
Content. You also acknowledge and agree that, to the extent your
Content includes any affiliate network identifier, affiliate links,
or other tracking technologies, we may remove or replace such
identifier, links, or other tracking technologies in our sole
discretion, and without obligation to you.
-
You agree that (i) you will use the Service solely for your own
personal use in accordance with this Agreement and in accordance with
any specific rules or usage provisions specified by us on the
Service, (ii) all information supplied by you to us will be true,
accurate, current and complete, and (iii) you will review the latest
version of this Agreement posted on the Service from time to time to
check for amendments that may apply to you (as more fully described
in Section 11 below). We retain the right at our sole discretion to
deny or suspend access to the Service to anyone, at any time and for
any reason, without liability.
-
You acknowledge and agree that your use of the Service, including,
without limitation, the storage of any data, files, information
and/or other materials on a server owned or under our control or in
any way connected to the Service, shall be at your sole risk and
responsibility and we shall have no obligation to back-up such data,
files, information and/or other materials. We expressly reserve the
right to limit storage capacity and to remove and/or delete any data,
files, and/or other information stored or used in connection with the
Service for any reason including, without limitation, if we deem, in
our sole discretion, such data to be in violation of this Agreement
and/or any rule or policy of ours and/or any local, state, or federal
law or regulation.
-
You are solely responsible for any breach of your obligations under
this Agreement and for the consequences (including any loss or damage
which anyone may suffer) of any such breach.
-
We cannot always foresee or anticipate technical or other
difficulties which may result in failure to obtain data or loss of
data, personalization settings, or other interruptions. We cannot
assume responsibility for the timeliness, accuracy, deletion,
non-delivery or failure to store any user data, communications or
settings.
-
By connecting to the Service with a third-party service (e.g.,
Facebook), you give us permission to access and use information,
content or material you have supplied to that service as permitted by
that service, and to store your log-in credentials for that service.
-
Please remember that you are solely responsible for your interactions
with other users of the Service. We reserve the right, but have no
obligation, to monitor and to resolve disputes between you and any
other user of the Service, or any user’s action or inaction.
-
Your interactions with merchants or advertisers found on or through
the Service, including payment and any other terms, conditions,
warranties or representations associated with such dealings, are
solely between you and such party. 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.
-
You agree not to use user names or Collection titles or to Keep
Content that is in our opinion offensive, obscene, or harassing to
others or otherwise violates Section 2 below. We reserve the right to
require you to change your user name or the title of your Collection
at any time and for any reason in our sole discretion.
-
Restrictions on Use of the Service. You represent,
warrant, and agree that you will not:
-
use the Service in any unlawful manner, for any unlawful purpose, or
in any manner inconsistent with this Agreement and/or any and all
applicable local, state, national and international laws and
regulations and treaties;
-
use the Service for the distribution, housing, processing,
propagation, storage, or other handling of, any abusive, defamatory,
harassing, libelous, lewd, libelous, obscene, pornographic,
threatening, or tortuous material, or any false or misleading
material, or any material that may create a risk of any loss or
damage to any person or property, or any other material (including
links to such material) that we deem, in our sole discretion, to be
objectionable whether or not such material is unlawful;
-
permit or otherwise enable unauthorized users to access and/or use
the Service;
-
use the Service to export software or data in violation of applicable
U.S. laws or regulations;
-
sell, copy, duplicate, rent, lease, loan, distribute, transfer, or
sublicense the Service, or otherwise permit any third party to use or
have access to the Service for any purpose (except as expressly
permitted by us in writing) or decompile, reverse engineer,
disassemble, modify, create a derivative work of, display in human
readable form, or attempt to discover any source code for any
software that enables or comprises any part of the Service;
-
remove any copyright, trademark, patent or other proprietary notices
from the Service or from Content which you Keep using the Service;
-
distribute, publish, exhibit, or otherwise use the Service, in any
manner and for any purpose not expressly permitted under this
Agreement;
-
frame or utilize framing techniques to enclose the Service, or any
portion thereof;
-
exploit the Service or collect any data incorporated in the Service
in any automated manner through the use of bots, metaspiders,
crawlers or any other automated means;
-
register as a user of the Service by providing false, inaccurate, or
misleading information;
-
impersonate any person or entity, including, but not limited to, an
employee of ours, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
-
collect personal data about other users of the Service for commercial
or any other purposes;
-
Keep, post, or otherwise make available irrelevant Content (as
defined in Section 6 below), repeatedly Keep, post or otherwise make
available the same or similar Content or otherwise impose an
unreasonable or disproportionately large load on our infrastructure;
-
attempt to gain unauthorized access to our computer systems
(including any non-public areas of the Service) or engage in any
activity that disrupts, diminishes the quality of, interferes with
the performance of, probes for vulnerability, or impairs the
functionality of, the Service (or the servers and networks which are
connected to the Service);
-
make available Content (as defined in Section 6 below) that in our
opinion constitutes or contains "junk mail,"
"spam," "chain letters," "pyramid
schemes," or unsolicited commercial advertisement, except to the
extent such Content is provided to you by us or one of our affiliates
for a purpose specifically authorized by us in writing;
-
create or attempt to create multiple user accounts;
-
access or use the Service if you have been previously removed from
the Service by us; and
-
use the Service to negotiate and/or enter into commercial
transactions of any kind with other end users of the Service;
-
use the Service to encourage any conduct that (1) violates any
applicable law or regulation, or any term or condition of this
Agreement, or (2) could create a risk of harm, loss or damage of any
kind; and
-
attempt to access or search the Service or Content or in order to
scrape any Content or information from the Services, or otherwise
use, upload Content to, or create new links, posts or referrals in
the Service through the use of any computerized or mechanized
process, engine, software, tool, agent device or mechanism other than
the software provided by us or other generally available third party
web browsers.
-
Provision of the Service by Us. We are constantly
improving the Service in order to provide the best possible experience
for its users. You acknowledge and agree that the form and nature of the
Service which we provide may change from time to time without prior
notice to you. As part of this continuing innovation, you acknowledge and
agree that we may decline to provide you access to the Service or stop
(permanently or temporarily) providing the Service (or any features or
programs or Content within the Service) to you or to users generally at
our sole discretion, without liability or prior notice to you. You may
stop using the Service at any time. You do not need to specifically
inform us when you stop using the Service. You acknowledge and agree that
if we disable access to your account, you may be prevented from accessing
the Service, your account details, or any files or other Content which is
contained in your account. You acknowledge and agree that while we may
not currently have set a fixed upper limit on the amount of storage space
used for the provision of the Service, or the duration of time that we
will store any information on your behalf, such fixed upper limits or
temporal limits may be set by us at any time, in our sole discretion. Any
new features that augment or enhance the current Service shall be subject
to this Agreement.
- Access to the Service; Reservation of Rights.
-
Subject to your compliance with this Agreement, we hereby give you a
personal, revocable, worldwide, non-assignable and non-exclusive
right to access and use the Service for your personal use to allow
you to express yourself, discuss public issues, report on issues of
public concern, and engage in parody as expressly permitted by the
features of the Service. We also hereby grant you a limited,
revocable, and non-exclusive right to create a hyperlink to our
Website or subdomains thereof so long as the link does not portray
us, our affiliates, or products or services provided by us or our
affiliates in a false, misleading, derogatory, or otherwise offensive
manner in our sole judgment. You may not assign (or grant a
sub-license of) your rights to use the Service, grant a security
interest in or over your rights to use the Service, or otherwise
transfer any part of your rights to use the Service and any such
attempt shall be null and void at the time of such attempt.
-
Subject to your compliance with this Agreement, we also give you a
personal, revocable, worldwide, non-assignable and non-exclusive
right to install and use any downloadable software application(s) or
scripts (e.g., our "Keep Button") we may make available on
the Website for download ("Widgets"). You may not: (i)
separate any individual component of any Widget; (ii) incorporate any
portion of any Widget into your own programs or compile any portion
of any Widget in combination with your own program(s); or (iii) sell,
rent, lease, lend, loan, distribute, publicly communicate, transform,
or sub-license any Widget or otherwise assign any rights to any
Widget in whole or in part or otherwise use any Widget for commercial
purposes. If we make any Widgets available, you are not entitled to
any support, upgrades, patches, enhancements, or fixes, and if we
elect to provide support of any kind, we may terminate that support
at any time. You will comply with all export and re-export
restrictions and regulations of the United States Department of
Commerce and other United States and foreign agencies and authorities
that may apply to any Widget, and not transfer, or encourage, assist,
or authorize the transfer of any Widget to a prohibited country or
otherwise in violation of any applicable restrictions or regulations.
-
We reserve all right, title and interest in and to the Service
(including any Widgets) not expressly granted to you under this
Agreement. There are no implied licenses under this Agreement.
-
Your Password and Account Security. To use certain
features and functionalities of the Service, you must create an account
with us, and provide certain personal information about yourself to
us. If you are under the age of thirteen (13), then you are not permitted
to create an account or otherwise submit personal information to us. You
agree and understand that you are responsible for maintaining the
confidentiality of passwords associated with any account you use to
access the Service. You represent that you are capable of forming a
legally binding contract according to the law applicable to
you. Accordingly, you agree that you will be solely responsible to us for
all activities that occur under your account. If you become aware of any
unauthorized use of your password or of your account, you agree to notify
us immediately at info@keep.com.
-
Content in the Service.
-
You understand that all information (such as data files, written
text, computer software, music, audio files or other sounds,
photographs, videos or other images) which you may have access to as
part of, or through your use of, the Service are the sole
responsibility of the person from which such information
originated. All such information is referred to as
"Content".
-
You acknowledge that Content presented to you as part of the Service
may be protected by intellectual property rights which are owned by
the persons and/or entities that provide that Content to us (or by
other persons or companies on their behalf). You may not modify,
rent, lease, loan, sell, distribute or create derivative works based
on this Content (either in whole or in part) unless you have been
specifically told that you may do so by us or by the owners of that
Content, in writing.
-
We reserve the right (but shall have no obligation) to pre-screen,
review, flag, filter, modify, refuse or remove any or all Content.
-
You understand that by using the Service you may be exposed to
Content that you may find offensive, indecent or objectionable and
that, in this respect, you use the Service at your own risk.
-
You agree that you are solely responsible for (and that we have no
responsibility to you or to any third party for) any Content that you
create, Keep, re-Keep, transmit or display while using the Service
and for the consequences of your actions (including any loss or
damage which we may suffer) by doing so.
- Intellectual Property.
-
You acknowledge and agree that we (or our licensors) own all legal
right, title and interest in and to the Service, including any
intellectual property rights which subsist in the Service (whether
those rights happen to be registered or not, and wherever in the
world those rights may exist) including, without limitation, all
rights with respect to copyrights, patents, trademarks, service
marks, moral rights, trade names, domain names, technology, mask
works, know-how, design rights, trade dress, trade secrets,
inventions, ideas, processes, formulas, source code and object code,
data, and similar rights including the information in any
application, registration, or renewal thereof that may be protected
under the intellectual property laws, regulations, or rules of any
country. Without limiting the foregoing, the "look and
feel" of the Service, and the compilation, assembly, and
arrangement of the materials of the Service and any and all
copyrightable material, and all intellectual property rights to the
same, are owned or controlled by us, our licensors, or both.
-
You agree that you shall not remove, obscure, or alter any
proprietary rights notices (including copyright and trademark
notices) which may be affixed to or contained within the Service.
-
You agree that in using the Service, you will not use any trademark,
service mark, trade name, logo of any company or organization in a
way that is likely or intended to cause confusion about the owner or
authorized user of such marks, names or logos.
-
Rights you grant.
-
You retain copyright and any other rights you already hold in Content
which you Keep, post, upload or otherwise submit to, or make
available on, the Service.
-
By Keeping, re-Keeping, posting, uploading, submitting, or otherwise
making available Content, or assembling Collections, you give us a
worldwide, perpetual, fully-sublicensable (through multiple tiers),
transferable, irrevocable, royalty-free, and non-exclusive license to
use, host, store, reproduce, re-Keep, adapt, modify (e.g., reformat),
translate, re-arrange, publish, publicly perform, publicly display,
distribute and otherwise exploit such Content and Collections, in
whole or in part, in any manner or media whatsoever, now known or
hereafter developed, for any purpose whatsoever, including, without
limitation, (i) in connection with our business and (ii) in
connection with the business of our successors, subsidiaries, and
their related companies. The Service is a public platform, and other
users of the Service may, and you hereby grant all users of the
Service the right to, search for, see, use, and/or re-Keep any
Content that you make publicly available through the Service to the
extent permitted by the features and functionalities of the Service.
-
You agree that we may use your feedback, suggestions, or ideas in any
way, including in future modifications of the Service, other products
or services, advertising or marketing materials. You grant us a
perpetual, worldwide, fully transferable, sublicensable, irrevocable,
fully-paid up, royalty free license to use the feedback you provide
to us in any way.
-
You agree that we are not responsible for protecting and enforcing
any intellectual property rights granted by you to us in connection
with this Agreement and that we have no obligation to do so on your
behalf.
-
By submitting Content, you also grant us the right to use your
published biographical information in connection with the use or
publication of your Content.
-
In connection with Content you Keep, re-Keep, post, upload, submit,
or otherwise making available via the Service, you affirm, represent,
and warrant that: you own or have the necessary licenses, rights,
consents, and permissions to Keep and use and authorize us to use
such Content in the manner contemplated by this Agreement. You
further agree that you will not Keep, re-Keep or otherwise submit
material that is copyrighted, protected by trade secret or otherwise
subject to third party proprietary rights, including privacy and
publicity rights, unless you are the owner of such rights or have
written permission from their rightful owner to post the material and
to grant us all of the license rights granted herein. You are in the
best position to know if any Content you Keep, re-Keep or otherwise
submit or make available via the Service is legally permitted. We
therefore ask that you please be careful when deciding whether to
make Content available on the Service, including whether you can Keep
or re-Keep Content in your Collections.
-
You understand that we may (a) transmit or distribute your Content
over various public networks and in various media; (b) make such
changes to your Content as are necessary to conform and adapt that
Content to the technical requirements of connecting networks,
devices, services or media; and (c) display advertisements in
connection with your Content and/or use your Content for advertising
and promotional purposes. You agree that the rights and licenses you
grant to us in this Agreement shall permit us to take these actions.
-
You hereby agree that we may place advertising and promotions and
affiliate links on the Service on, about, or in conjunction with your
Content and without obligation to you. The manner, mode and extent of
such advertising and promotions and links are subject to change
without specific notice to you. By way of example, if you Keep or
re-Keep any Content from a third party merchant’s website, links from
your Kept Content on our Service to such third party merchant’s
website may contain affiliate links from which we may derive revenue
without obligation to you.
-
You represent and warrant to us that you have all the rights,
capacity, power and authority necessary to grant the above rights and
licenses. To the extent you separately engage in sales of any
products or services displayed in Content that you Keep via the
Service, you represent and warrant to us that you have all necessary
rights and authority to sell such products and services.
-
Copyright Complaints.
-
Digital Millennium Copyright Act of 1998 (the "DMCA")
provides recourse for copyright owners who believe that material
appearing on the Internet infringes their rights under
U.S. copyright law. It is our policy, in appropriate circumstances
and at our discretion, to disable and/or terminate the accounts of
users who repeatedly infringe or are repeatedly charged with
infringing the copyrights or other intellectual property rights of
others. If you believe that your work has been copied and posted on
the Service in a way that constitutes copyright infringement,
please provide our copyright agent with the following information
in a written notice: an electronic or physical signature of the
copyright owner or of the person authorized to act on behalf of the
owner of the copyright interest; a description of the copyrighted
work that you claim has been infringed; a description of where the
material that you claim is infringing is located on the Service;
your address, telephone number, and e-mail address; the following
written statements by you: (i) "I hereby state that I have a
good faith belief that the disputed use of the copyrighted material
or reference or link to such material is not authorized by the
copyright owner, its agent, or the law (e.g., as a fair use)";
and (ii) "I hereby state that the information in this DMCA
Notice is accurate and, under penalty of perjury, that I am the
owner, or authorized to act on behalf of the owner, of the
copyright or of an exclusive right under the copyright that is
allegedly infringed." Any notification by a copyright owner or
a person authorized to act on such copyright owner’s behalf that
fails to comply with requirements of the DMCA shall not be
considered sufficient notice and shall not be deemed to confer upon
us actual knowledge of facts or circumstances from which infringing
material or acts are evident. Our copyright agent for notice of
claims of copyright infringement can be reached as follows:
- Name
- MaryAnn Bekkedahl
- Address
- Keep Holdings
443 Park Avenue South, Suite 501,
New York, NY 10016
- Telephone
- 212-405-4010
- Email
-
maryann.bekkedahl@keepholdings.com
We suggest that you consult your legal advisor before filing a
notice with our copyright agent. You should note that there can be
penalties for false claims under the DMCA.
-
If you receive a notification that Content made available by you
has been removed from the Service due to a complaint of copyright
infringement, it means that such Content has been taken down from
the Service at the request of the owner of that Content. If you
believe your Content was removed in error, you may file a
counter-notice (i.e., a legal demand that we restore your Content)
with us. When we receive a valid counter-notice, we will forward a
copy to the person who filed the original complaint. To file a
counter-notice with us, please include all of the following
information in your counter-notice, and send such counter-notice to
the copyright agent designated above: (i) your name, address, and
telephone number, (ii) any complaint identification number we
included in our e-mail to you, (iii) the source address of the
Content that was removed (include the full link to the source),
(iv) a statement under penalty of perjury that you have a good
faith belief that the Content was removed in error, (v) a statement
that you consent to the jurisdiction of the Federal District Court
for the judicial district in which your address is located, or if
your address is outside of the United States, any judicial district
in which Keep Holdings is located, and that you will accept
service of process from the person who provided the original
complaint, and (vi) a physical or electronic signature (for
example, typing your full name). If we do not receive notice,
within 10 business days, that the person who filed the original
complaint is seeking a court order to prevent further infringement,
we will remove the complaint from your account’s record, and we may
replace the Content that was removed. We suggest you consult with a
legal advisor before filing a counter-notice and make sure that you
are the actual rights holder to the removed Content. There are
legal and financial consequences for fraudulent and/or bad faith
submissions, and you should understand those fully before
submitting a counter-notice.
-
Privacy Policy. For information about our data
protection practices, please read our privacy policy available at
http://keep.com/policy. This policy
explains how we treat your personal information, and how we protect your
privacy when you use the Service. You agree to the use of your data in
accordance with our privacy policy.
-
Changes to Agreement; Additional Rules & Policies.
We reserve the right to change, amend and/or modify this Agreement,
in whole or in part, at any time. You hereby acknowledge and agree
that such changes, amendments and/or modifications will become
effective when posted on the Service or as otherwise provided by
us. From time to time, we may post on the Service or otherwise notify
you of additional or different rules and policies relating to the
Service. These rules and policies shall thereafter be part of this
Agreement. If you use the Service after the posting or other notice
of changes in this Agreement or changed rules or policies, you are
agreeing to follow and be bound by them for such use.
-
No Warranties. The
service is provided to you on an "as is" and "as
available" basis, without warranty or representation of any kind. To
the fullest extent permitted by law, we expressly disclaim all
warranties, whether express, implied, statutory or otherwise, including
without limitation, any warranty of merchantability, title,
non-infringement, quality, and/or fitness for a particular
purpose. Without limiting the foregoing, we do not warrant the accuracy,
reliability or completeness of any information provided by us in
connection with your use of the service, or that the service, including,
without limitation, any data, files, and/or other information stored on a
server owned or under our control or in any way connected with the
service, will meet your requirements or be available, uninterrupted,
error-free, virus-free or secure. Some jurisdictions do not allow the
exclusion of certain disclaimers or limitations of warranties, so the
above exclusion may not apply to you. Any material downloaded or
otherwise obtained through the use of the service is done at your own
discretion and risk and you will be solely responsible for any loss or
damage to your computer system or other device or loss of data that
results from the download of any such material. No advice or information,
whether oral or written, obtained by you from us or through or from the
service shall create any warranty not expressly stated in the
agreement. We take no responsibility and assume no liability for any
content that you or any third party keeps, re-keeps, submits, posts or
sends over the service. You are solely responsible for your content and
the consequences of posting or publishing it, and you agree that we are
only acting as a passive conduit for your and other users’ online
distribution and publication of the content provided by you and
them.
-
Disclaimer of Liability.
To the fullest extent permitted by law, in no event
shall we, our affiliates, or any of their directors, members, managers,
officers, employees, agents or third party licensors, be liable for any
special, indirect, incidental, consequential, punitive or exemplary
damages or losses arising out of or relating to this agreement and/or the
service provided hereunder or any other interactions with us, even if we
have been advised of the possibility of such damages. This limitation of
liability applies whether the alleged liability is based on contract,
negligence, recklessness, professional negligence, tort, strict liability
or any other basis or legal theory. Such limitation of liability shall
apply whether or not the damages arise directly or indirectly from: (i)
the use or misuse of, or reliance upon, the service provided hereunder;
(ii) the inability to use the service for any reason, including, without
limitation, from mistakes, omissions, interruptions, deletion of files,
errors, defects, delays in operation, or any failure of performance not
limited to acts of god, communication failure, theft, or destruction;
(iii) the interruption, suspension, or termination of the service; or
(iv) the deletion and/or corruption of any data, information, documents,
files and/or any other materials stored on a server owned or under our
control or in any way connected to the service. Such limitation on
liability shall apply notwithstanding any failure of essential purpose of
any limited remedy and to the fullest extent permitted by law. Without
limitation of the foregoing, total liability of us, our affiliates, or
any of our directors, members, managers, officers, employees, or agents
for any reason whatsoever related to use of the service or any claims
relating to this agreement or any content shall not exceed the amount of
fees, if any, paid by you to us during the past twelve months in
connection with your access to the service (or, if we choose, to supply
you with either access and use of the service again or one hundred
dollars ($100)).
The Service is controlled and operated from facilities in the United
States. We make no representations that the Service is appropriate or
available for use in other locations. Those who access or use the
Service from other jurisdictions do so at their own volition and are
entirely responsible for compliance with all applicable national,
state, local or other laws, statutes, directives, rules, regulations,
and all interpretations or orders of any government, administrative
or regulatory authority or court, including but not limited to those
related to export and import of software, technical information or
services. You may not use the Service if you are a resident of a
country embargoed by the United States, or are a foreign person or
entity blocked or denied by the United States government. Unless
otherwise explicitly stated, all materials found on the Service are
solely directed to individuals, companies, or other entities located
in the United States.
-
Release and Indemnification. You agree to release,
indemnify and hold harmless us, our affiliates, directors, members,
officers, employees, agents and third party licensors, from and against
any and all liabilities, losses, damages, claims and expenses, including
attorneys’ fees, with respect to (i) your access, use or misuse of, or
reliance upon, the Service, (ii) your actual or alleged violation or
breach of this Agreement or rights of another, (iii) Content provided by
you or through use of your account (including Content you Keep or
re-Keep), and/or (iv) your acts or omissions. You agree to cooperate
fully with us in the defense of any claim that is the subject of your
obligations hereunder. For the avoidance of doubt, this section shall
survive the termination of this Agreement.
-
California Waiver. If you are a California resident, you
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."
-
Term and Termination. This Agreement is effective until
terminated by us or you. We shall have the right to terminate this
Agreement including, without limitation, your right to access and use the
Service, at any time in our sole discretion and without advance notice to
you. The licenses granted herein by us shall automatically terminate
without advance notice if you fail to comply with any material provision
of this Agreement. You may terminate this Agreement at any time by
deleting your user account on the Service and discontinuing use of any
and all parts of the Service. Upon termination of this Agreement for any
reason, you shall immediately cease using the Service.
-
Governing Law and Venue for Disputes. This Agreement,
and your relationship with us under this Agreement, shall be governed by
the laws of the State of New York without regard to its conflict or
choice of laws provisions. Any dispute with us, or our officers,
directors, employees, agents or affiliates, arising under or in relation
to this Agreement shall be resolved exclusively through the federal or
state courts located in New York County, New York (and courts with
appellate jurisdiction therefrom), except with respect to imminent harm
requiring temporary or preliminary injunctive relief in which case we may
seek such relief in any court with jurisdiction over the parties. You
understand that, in return for agreement to this provision, we are able
to offer the Service at the terms designated, and that your assent to
this provision is an indispensable consideration to this Agreement. You
also acknowledge and understand that, with respect to any dispute with
us, our officers, directors, employees, agents or affiliates, arising out
of or relating to your use of the Service or this
Agreement: * you are giving up your right to have a
trial by jury; and * you are giving up your right to serve as a
representative, as a private attorney general, or in any other
representative capacity, or to participate as a member of a class of
claimants, in any lawsuit involving any such dispute.
-
Severability. If any provision in this Agreement is
invalid or unenforceable or contrary to applicable law, such provision
shall be construed, limited, or altered, as necessary, to eliminate the
invalidity or unenforceability or the conflict with applicable law, and
all other provisions of this Agreement shall remain in effect.
-
No Assignment, Sublicense or Transfer. You may not
assign, sublicense, or transfer this Agreement or any rights or
obligations hereunder without our prior written consent. Any such
attempted assignment, sublicense, or transfer will be null and void and
we, in our sole discretion, shall have the right to immediately terminate
this Agreement.
-
Communications by us. You agree that we may communicate
with you electronically. Such electronic communications may consist of
e-mail, notices posted on our Website, "push" mobile
notification, and other communications. You agree that all agreements,
notices, disclosures, and other communications we send to you
electronically will satisfy any requirement that such communication be in
writing and, to the extent intended, such communication will be an
enforceable and binding term or amendment to this Agreement.
-
Entire Agreement. This Agreement sets forth the entire
understanding and agreement between the parties relating to its subject
matter. All provisions that should by their nature survive the
termination of this Agreement shall survive the expiration of this
Agreement including, but not limited to, the rights and licenses you have
granted hereunder, indemnities, releases, disclaimers, limitations on
liability, provisions related to choice of law, no class action, and no
trial by jury. Any waiver of or promise not to enforce any right under
this Agreement shall not be enforceable unless evidenced by a writing
signed by the party making said waiver or promise.
No vendor, distributor, dealer, retailer,
agent, sales person, or other person is authorized by us to modify this
agreement or to make any warranty, representation, or promise that is
different than or in addition to the warranties, representations, or
promises expressly set forth in this agreement.