TERMS OF USE
AGREEMENT
These TERMS OF USE AGREEMENT (this “Agreement”)
concern your visit to, access of, and use of the Medtales website (together with its features
and services, the “Services”) and Medtales mobile application
(together with its features and services, the “App”)
(collectively the Services and App are referred to as “Services”),
which is owned and operated by Medtales Media Corp. (“Company”).
This Agreement is made and entered into by
and between you and any person helping you visit, access, or use the Services
(collectively, “you” or “your”), on the one side,
and Company, on the other side. You and Company are sometimes referred to
herein each as a “Party” and together as the “Parties.”
Please read
this Agreement carefully because it constitutes a legally binding agreement
between you and Company.
By visiting, accessing, or using
the Services you automatically accept and agree to the most-recent version of
this Agreement, as well as the most-recent version of those additional terms,
conditions, and policies referenced herein and/or made available herein by
hyperlink, and your continuing visit, access, or use of the Services reaffirms
your acceptance and agreement in each instance.
If you do
not accept and agree to this Agreement in its entirety, then you are strictly
prohibited from visiting, accessing, and/or using the Services.
Company may supplement, amend, or
otherwise modify this Agreement at any time. Such supplements, amendments, and
other modifications will be posted on this or a similar page of the Services,
and shall be deemed effective as of their stated effective or modification
date. It is your responsibility to carefully review this each time you visit,
access, or use the Services.
1.
Relationship. In no event shall this Agreement, the
performance of a Party’s rights or obligations under this Agreement, the Services,
or a Party’s visit to, access of, or use of the Services create any type of
fiduciary, franchise, agency, employment, independent contractor, partnership,
or joint venture relationship between you or Company.
2.
Eligibility. The
Services is offered only to users eighteen (18) years of age or older. By
visiting, accessing, or using the Services you represent and warrant to Company
that you meet these eligibility requirements. You
agree to comply with all applicable laws when using the Services, and you may
only use the Services for lawful purposes.
3.
User Accounts.
3.1.
New User Accounts.
To use the Services you must create an account. For information about what
personal information and other data may be collected, used, shared and/or
disclosed, please see our Privacy Policy.
You understand and agree that Your information is subject to the terms of our Privacy Policy.
3.2.
No Transfer. Your
user account may not be transferred to another end user.
3.3.
Username and Password. You are solely responsible for maintaining the confidentiality of
your username and password. You are responsible for any and all activities
that are conducted through your account. Company shall be entitled to assume
that a user presenting your username and password is, in fact, you. If you
knowingly or unknowingly furnish a password to an unauthorized person, you are
validating the authority of such person to act on your behalf as to any access
or use of the Services with that password and shall be responsible for any
charges, damages or losses incurred or suffered as a result of the failure to
maintain the confidentiality of any password. You agree to notify Company
immediately of any unauthorized use of your account. Company shall have the
right at any time to change, modify or amend your username and password.
3.4.
Termination of Account. Company may terminate Your user account at any time, for any or
no reason, and without notice to you (including, without limitation, if Company
believes that you have violated or acted inconsistently with this Agreement).
Upon such termination, all rights granted to you hereunder shall automatically
revert back to Company, and all representations, warranties, covenants,
certifications, indemnifications, and promises made by you under this Agreement
shall survive in perpetuity.
5.
Ownership. The Services
and all elements and derivatives thereof (including, without limitation, all
information, content, source codes, object codes, data, instructions,
documentation, and expressions), as well as all copyrights, trademarks, and
other intellectual properties of the foregoing, are owned, licensed, or
permissibly used by Company. In no event shall you have or retain any rights,
titles, or interests in or to the foregoing other than those limited rights
expressly granted to you under this Agreement. No rights or permissions granted
to you under this Agreement are coupled with an interest. Nothing contained in
this Agreement shall be construed as a waiver or limitation of Company’s or its
licensors’ respective rights and remedies under applicable law.
6.
Grant of Rights.
6.1.
Limited License – The Site. Subject to the terms and conditions of this Agreement, Company
grants you a limited, non-exclusive, personal, freely-revocable,
non-transferable, and non-sub-licensable license to access the various publicly
displayed pages of the Site, and to view the information and content found
thereon. Your unauthorized use of the Site, or any breach by you of this
Agreement, automatically terminates this license.
6.2.
Limited License – User Materials. All names,
information, communications, and content that you submit to or publish on or
through the Services, if any, is hereinafter defined as the “User
Materials.” By submitting or publishing User Materials on, to, or
through the Services, you hereby grant Company an
irrevocable, non-exclusive, royalty-free, fully-paid, transferable,
sub-licensable, perpetual, and universe-wide license for Company to host,
store, reproduce, transmit, distribute, sell, resell, license, sublicense,
market, modify, adapt, create derivative works, communicate, publish, syndicate,
publicly perform, publicly display, archive, and otherwise use and exploit all
or any part of such User Materials and any elements and derivatives thereof in
any manner, medium, or form, whether now known or hereinafter devised, as
Company sees fit in its sole discretion. Company is not responsible for, and
expressly disclaims any liability arising from or in connection with, the use
or disclosure of any User Materials.
6.3.
Reservation of Rights. Nothing in this Agreement shall restrict or limit Company’s
rights, titles, or interests in or to the Services, the User Materials, or any
elements or derivatives of the foregoing.
6.4.
Warnings; Disclaimers. Please note that if you
submit any User Materials to or through the Services, then it becomes the
subject of public disclosure. Thus, Company is not responsible for, and
expressly disclaims any liability arising from or in connection with, your
voluntary submission of any User Materials to or through the Services.
7.
Electronic Communications
7.1.
Express Consent. By submitting
any information through the Site’s contact forms and pages, or by subscribing
to Company’s regular or promotional email lists or newsletters, you agree that
Company may send you emails and/or electronic messages directly and/or through
the Services (such as, for example, regular or promotional emails, and push
notifications, provided that you have approved the regular or mobile version of
the Services to send push notifications). Further, you hereby expressly
consent to Company sending or otherwise communicating with you via any
electronic means that Company deems appropriate in its sole discretion
(including, without limitation, telephone, email, electronic message through
the Services, social media, or other electronic media formats), whether by
personal communication (i.e., human-to-human), by email, by automatic telephone
dialing system, by an artificial or prerecorded voice, or by text message
(e.g., short message service a/k/a SMS, and multimedia messaging service a/k/a
MMS); and that, by giving such consent, you agree that no such communication
shall violate the Telephone Consumer Protection Act, the CAN-SPAM Act, or any
other applicable laws, rules, or regulations. Voice, message, and data fees,
rates, charges, and taxes may apply to you. You are
not required to grant the foregoing consent as a condition for purchase of
Company’s products or services.
7.2.
Email Opt-Out.
You may opt-out of receiving any emails as described in Section 7.1 above any time by sending an email to ____, with a subject line of “Opt-Out of
Electronic Communications,” and a list in the body of the email that identifies
the specific email address(es) belonging to you which are the subject of your
opt-out request. You acknowledge that opting out of receiving any such communications
may impact your receipt, the success, and/or the performance of all or any part
of the Services.
7.3.
Telephone Opt-Out.
You may opt-out of receiving any communications by automatic telephone dialing
system or an artificial or prerecorded voice as described in Section 7.1 above at any time by sending an email
to ____, with a subject line of “Opt-Out
of Prerecorded Telephone Communications,” and a list in the body of the email
that identifies the specific telephone number(s) belonging to you which are the
subject of your opt-out request. You acknowledge that opting out of receiving
any such communications may impact your receipt, the success, and/or the
performance of all or any part of the Services.
7.4.
Text Message Opt-Out. You may opt-out of receiving any text messages (e.g., short
message service a/k/a SMS, and multimedia messaging service a/k/a MMS) as
described in Section 7.1 above
at any time by sending a text with the word “STOP” to [XXXXX] from the Device that you no longer
wish to receive such text messages. You may also request help regarding any
such text messages by sending a text with the word “HELP” to [XXXXX] from the Device that receives such
text messages. You acknowledge that opting out of
receiving any such communications may impact your receipt, the success, and/or
the performance of all or any part of the Services.
8.
Prohibited Activities. You shall not engage in any of the following activities at any
time with respect to the Services: (a) the impersonation of any person or entity;
(b) any act that infringes or otherwise violates the intellectual property,
privacy, or publicity rights of any person or entity (including, without
limitation, the copyrights, trademarks, patents, and trade secrets held by
Company or its licensors with respect to the Services); (c) the reproduction of
the Services, or any data or content found thereon or therein, in whole or in
part, or the creation of any derivatives works of the foregoing (unless
expressly authorized by Company herein); (d) the publication of any content
that is objectionable or illegal (including, without limitation, content that
is indecent, obscene, infringing, an invasion of privacy, defamatory,
disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening,
or abusive); (e) the publication of a person’s or entity’s personal information
or private facts without his/her/its prior written consent; (f) the publication
of any machine, computer, or randomly generated content; (g) supplying or
publishing any information or statements to or through the Services that is
false, misleading, deceptive, or incorrect; (h) any act that constitutes a
commercial activity; (i) any act intended or designed to drive traffic to or
boost the search rankings of third-party websites, networks, platforms,
servers, or applications; (j) the systematic retrieval or copying of any
information or content found on or through the Services, or any servers which
may host the Services to directly or indirectly create or compile, in whole or
in part, a collection, compilation, database, or directory; (k) the use of any
software, program, process, device, application, or routine (including, by way
of example only, robots, scrapers, spiders, viruses, spyware, and malware) to
monitor, copy, disrupt, damage, injure, interfere with, or impermissibly
access, in whole or in part, the Services, any servers which may host the Services,
or any data or content found thereon or therein; (l) any act that involves or
concerns decrypting, security bypassing or circumventing, hacking, data mining,
data scraping, data harvesting, reverse engineering, decompiling,
disassembling, attempting to derive source code, modifying, copying, or the
like in relation to the Services, or any servers which may host the Services;
(m) any act that overloads, unreasonably disrupts, or unreasonably interferes
with the infrastructure of the Services, or any servers which may host the Services;
(n) gain or attempt to gain unauthorized access to computer systems, networks,
information, or materials through the Services, or any servers which may host
the Services; or (o) any other act that Company becomes aware of and believes
in good faith is improper, illegal, or harmful to the Services, any servers
which may host the Services, any person or entity, or the property of any
person or entity.
9.
Links to Other Sites, Networks, Platforms,
Servers, and Applications.
9.1.
Linked Technologies. The Services may contain links to third-party websites, networks,
platforms, servers, and/or applications (“Linked Technologies”).
The Linked Technologies are not under the control of Company. The Services
contain these links only as a convenience to you.
9.2.
Disclaimer About Linked Technologies. Company is not responsible
for any information, content, goods, services, promotions, advertisements,
programs, codes, or other items which may be found on or excluded from the
Linked Technologies (including, without limitation and by way of example only,
malicious software, spyware programs, inaccurate information, and illegal content).
Company does not make, nor has Company made, any representations or warranties
(express, implied, or otherwise) concerning the terms of use or service,
privacy policies, agreements, information, content, goods, services,
promotions, advertisements, programs, codes, or other items which may be found
on or excluded from the Linked Technologies; nor shall the fact that the Services
links to any Linked Technologies constitute an affiliation with, association
with, or endorsement of such Linked Technologies any information, content,
goods, services, promotions, advertisements, programs, codes, or other items
which may be found on or excluded from such Linked Technologies. If you decide
to access any Linked Technologies, then you do so at your own risk.
10.
Suspension or Termination of Services. Company may suspend or terminate the function or existence of all
or any part of the Services at any time, and without notice or recourse, as
Company deems advisable in its sole discretion. Company shall not be liable to you or any third party(s) for any
loss or damage that is caused by or arises from or in connection with any such
suspensions or terminations (including, without limitation and by way of
example only, refunds, lost claims, lost profits, lost opportunities, monetary
damages, disruption in or loss of service, or loss of content).
11.
Refusal of Products and Services. Company has the right to refuse its products and services to you
(including, without limitation, the Site and App) if it suspects that you are
in any way involved in fraudulent or illegal activity (including, without
limitation, the use of stolen credit cards). Company may contact your payment
method issuer, law enforcement, or others and share information relating to
your payments if Company believes doing so will prevent a violation of the law
or financial loss.
12.
User Representations, Data and Privacy.
12.1.
User Representations. You represent, warrant, and covenant to Company that: (a) you
are a natural person and of eighteen (18) years of age or older; (b) you have
read this Agreement in its entirety; (c) you have the full right and authority
to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge
that by accepting this Agreement you are giving up certain legal rights and
remedies; (e) you voluntarily accept and agree to, and will fully
comply with, the terms and conditions of this Agreement, the Code of Conduct, Privacy
Policy, and any other policies or terms provided by Company; (f) you
will not violate any applicable international, federal, state, or local laws,
which may concern the Services, any servers which may host the Services, or any
information, communications, or content found on or through them; (g) you are the exclusive owner of all rights, titles, and interests in
and to the User Materials (including, without limitation, all copyrights,
trademarks, patents, trade secrets, rights of publicity, and rights of
privacy), and/or, if applicable, have secured all necessary rights and permissions
from all subjects depicted in or described in, and all persons and entities who
contributed to, the User Materials to allow for your performance, display or
use and grant of rights hereunder; (h) the User Materials are wholly original
to you; (i) the User Materials do not and will not infringe upon or otherwise
violate the proprietary, publicity, or privacy rights of any person or entity;
(j) the User Materials do not and will not defame, disparage, embarrass, or
disclose confidential, private, or personal information about or belonging to
any person or entity; (k) nothing contained in the User Materials is or will
be, or contains or will contain, links to material that is, profane, indecent,
obscene, threatening, abusive, illegal, false, misleading, or any form of spam,
malware, virus, bug, bot, spyware, or other malicious or tracking technology;
(l) Company is not required to seek the permission of or compensate any third party(s) to exercise
any of the rights granted by you under this Agreement; (m) no obligation,
disability, agreement, or adverse claim exists that may restrict your
performance or grant of rights hereunder; (n) all information you provide to
Company in connection with your access or use of the Services is truthful and
accurate; (o) you are not listed on any United States of America government
list of prohibited or restricted parties; and (p) you will abide by all
applicable laws and regulations, ethics, and professional requirements with
respect to patient confidentiality, you agree that the Services are not
intended for sharing protected health information (PHI) as that term is used in
the Health Insurance Portability and Accountability Act (HIPAA) Privacy Rule,
and you agree that you will not share or disclose PHI on the Services and will
only use or disclose de-identified information on the Services. See http://www.hhs.gov/hipaa/for-professionals/privacy/special-topics/de-identification/#rationale
for general information from the U.S. Department of Health & Human
Services on de-identification of PHI.
12.2.
Data Storage. All
data, including User Materials, you submit to through the Services will be
stored in the United States. You agree to only submit data that may be
stored in the United States under applicable law without any further action or
obligation of Medtales implied by the applicable laws in your jurisdiction of
residency.
12.3.
Privacy.
Information about the collection, use, storage and otherwise disclosure of any
personal data from Your use of the Services is available at privacy policy.
13.
Disclaimers; Warnings and Limitations of
Liability.
13.1.
General Disclaimer. Your visit, access, or use
of the Services in any way is done at your own risk. The Services, the success
or performance of the Services, and all information, communications, content,
features, products, and services offered, sold, licensed, or published on or
through the Services are provided to you on an “as is,” “where is,”
“as available,” and “with all faults” basis. Company does not
make, nor has Company made, any representations or warranties of any kind or
nature (whether direct or indirect, oral or written, or express or implied) to
you with respect to the Services, the success or performance of the Services,
or any such information, communications, content, features, products, or
services (including, without limitation, the accuracy of any prices, property
conditions, historical, current, or projected prices, property conditions,
sales or leasing information, withdrawals from market, or other information). Company
expressly disclaims any and all express warranties, implied warranties
(including, without limitation, implied warranties of merchantability, fitness
for a particular purpose, good faith and fair dealing, title, non-infringement,
quality, accuracy, reliability, and performance), and warranties arising from
conduct, course of dealing, custom, and usage in trade with respect to the Services,
the success or performance of the Services, and any such information,
communications, content, features, products, and services. Company does not
make, nor has Company made, any affirmation of fact or promise relating to the Services,
the success or performance of the Services, or any such information,
communications, content, features, products or services that has become any
basis of this bargain. There are no warranties (express, implied or otherwise)
concerning the Services, the success or performance of the Services, or the
Services, or any such information, communications, content, features, products,
or services that extend beyond the face of this Agreement.
13.2.
Disclaimer About System Delays. You understand and
acknowledge that the Services may be subject to limitations, delays, and other
problems inherent in the use of third-party communication networks and
facilities that are outside of Company’s control.
Accordingly, Company shall not be responsible for
any delays, failures, losses, injuries, liabilities, or damages associated with
the Services which result from any system delays, downtimes, interruptions, or
other failures of or problems with the Services which are outside of Company’s control (including, without limitation,
scheduled maintenance, or network failure).
13.3.
Disclaimer About Information, Communications,
and Content. Any
opinions, advice, reviews, statements, offers, prices, or other information,
communications, or content found on or through the Services (including, without
limitation, by way of hyperlinks) are those of their respective authors, and
not necessarily those of Company; thus, they should not necessarily be relied
upon. Such authors are solely responsible for the accuracy of such
information, communications, or content. Company does not guarantee, adopt, or
endorse the accuracy, completeness, reliability, or usefulness of any such
information, communications, or content, even if Company is the author.
Company is not responsible for the accuracy, completeness, reliability, or
usefulness of any such information, communications, or content. Under no
circumstances shall Company be liable to you or any third parties for any loss
or damage caused by or arising from or in connection with your reliance on any
such information, communications, or content.
13.4.
Medical
Disclaimers. The
content provided in and through the Services is not meant to serve as a
substitute for medical advice, diagnosis or treatment, or for the
individualized advice or care of a healthcare provider. You are not permitted
to advise, diagnose or treat other users. Company does not endorse or
recommend any information that may be mentioned or discussed on the Services.
In providing the Services, the Company does not provide medical advice. Do not
use the Services during emergency situations. If You are concerned with Your
condition, You should contact Your healthcare provider or call 911. Do not
ignore symptoms that may indicate that Your health or the health of someone
else is at risk. Some of the foregoing disclaimers may be ineffective in
certain countries/states/provinces/ jurisdictions, so may not apply to You in
their entirety.
13.5.
THE SERVICES ARE NOT TO BE USED AS A SUBSTITUTE
FOR PROFESSIONAL HEALTHCARE JUDGMENT, DIRECT MEDICAL SUPERVISION OR EMERGENCY
INTERVENTION; OR FOR EMERGENCY USE. ALL PATIENT MEDICAL DIAGNOSES AND
TREATMENT ARE TO BE PERFORMED BY AN APPROPRIATE HEALTHCARE PROFESSIONAL.
NEITHER THE COMPANY, NOR ANY OF
ITS AFFILIATED COMPANIES OR ITS LICENSORS, ARE RESPONSIBLE OR LIABLE FOR ANY
DIAGNOSIS, DECISION OR ASSESSMENT MADE BY A USER OR ANY INJURIES YOU MAY INCUR
AS A RESULT OF ANY DECISIONS MADE BASED ON THE CONTENT OF THE SERVICES.
13.6.
Limitation of Liability. In no event shall Company
or any of Company’s officers, directors, members, managers, owners, partners,
agents, employees, representatives, parents, subsidiaries, affiliates,
successors, trustees, assigns, transferees, contractors, vendors, suppliers or
licensees be held liable to (or be obligated to indemnify) you or any third party
for any direct, indirect, punitive, or special damages (including, without
limitation, legal costs, attorney fees, lost profits, replacement costs, or
repair costs) caused by or arising from or in connection with: (a) your
access, inability to access, use, or inability to use the Services; (b) the
unauthorized access to or alteration of your information; (c) any statements,
content, or conduct of any third party on or through the Services; (d) any
hacking, denial of service attacks, data security breaches, or other
third-party conduct that may lead to a compromise of your personal information
or damage to your Device(s), software, operating system(s), file(s),
carrier(s), or network(s); (e) any transmission, download, or infection of any
software, system, program, file, process, device, application, or routine
(including, without limitation and by way of example only, robots, scrapers,
spiders, viruses, spyware, and malware) that may lead to a compromise of your
personal information or damage to your Device(s), software, operating
system(s), file(s), carrier(s), or network(s); or (f) the fact that you have
relied on any information or content found on or through the Services. If you
are dissatisfied with the Services then your sole and exclusive remedy against
Company and/or Company’s officers, directors, members, managers, owners,
partners, agents, employees, representatives, parents, subsidiaries,
affiliates, successors, trustees, assigns, transferees, contractors, vendors,
suppliers or licensees is to discontinue your access and use of the Services.
13.7.
Limitation of Remedies. If Company
breaches or otherwise violates this Agreement, then in no event shall
you be entitled to recover any special, incidental, consequential, speculative,
or punitive damages arising out of or in relation to such breach or other
violation, even if Company has been notified of the possibility of such
damages. Furthermore, if Company breaches or otherwise violates this
Agreement, then you shall not be entitled to seek or obtain, and you do hereby
waive, any type of injunctive relief against the Services as a result of such
breach or other violation. For the avoidance of doubt, the foregoing
limitation on injunctive relief does not limit your ability to seek or recover
any monetary remedies authorized by law in the event of any such breach or
other violation (except for those which are otherwise expressly precluded by
this Agreement).
13.8.
Consumer Protections. The disclaimers and
limitations set forth in this Section 13 are not intended to limit liability or alter your rights as a
consumer that cannot be limited or altered under applicable law.
14.
Release of Claims.
You hereby release and hold harmless
Company and Company’s officers, directors, members, managers, owners, partners,
agents, employees, representatives, parents, subsidiaries, affiliates,
successors, trustees, assigns, transferees, contractors, vendors, suppliers and
licensees from and against all claims that you have or may have against them
for infringement, violation of the rights of privacy or publicity, defamation,
disparagement, personal injury, property damages, negligence, or any other
legal theory arising from or in connection with the rights and privileges
granted or conveyed by you under this Agreement, the User Materials, and/or any
elements, derivatives, or marketing of the foregoing. Further, you waive your
right to, and in no event shall you seek to, enjoin Company, any of Company’s
officers, directors, members, managers, owners, partners, agents, employees, representatives,
parents, subsidiaries, affiliates, successors, trustees, assigns, transferees,
contractors, vendors, suppliers or licensees, or any exercise of the rights or
privileges granted or conveyed by you under this Agreement (including, without
limitation, the User Materials).
15.
Indemnification.
You hereby agree to indemnify, release,
and hold harmless Company and Company’s officers, directors, members, managers,
owners, partners, agents, employees, representatives, parents, subsidiaries,
affiliates, successors, trustees, assigns, transferees, contractors, vendors,
suppliers and licensees from and against any and all liabilities, claims,
suits, demands, actions, judgments, losses, damages, fines, penalties and
expenses (including costs and reasonable outside attorneys’ fees) incurred by
such indemnitees, or asserted against such indemnitees by third parties,
arising out of or in connection with (a) your acts, errors, or omissions, (b)
your use of the Services in any manner contrary to the terms and conditions of
this Agreement, (c) your violation of the rights of or other injury to any
third party, and/or (d) your breach of all or any part of this Agreement.
16.
Term; Termination; Survival. This Agreement shall be and remain in effect in perpetuity,
unless earlier terminated by Company. Company may terminate this Agreement
and/or your access and use of the Services at any time, for any or no reason,
and without notice to you (including, without limitation, if Company believes
that you have violated or acted inconsistently with this Agreement). If this
Agreement is terminated for any reason, then all rights granted to you under
this Agreement shall automatically revert back to Company, and the following
shall survive in perpetuity: (a) all defined terms under this Agreement; (b)
all rights and privileges under this Agreement which were granted to and/or
accrued in favor of Company and/or any of Company’s officers, directors,
members, managers, owners, partners, agents, employees, representatives,
parents, subsidiaries, affiliates, successors, trustees, assigns, transferees,
contractors, vendors, suppliers or licensees as of the date of this Agreement’s
termination; (c) all payments which accrued as of the date of termination; (d)
all disclaimers, limitations of liability, and limitations of remedies; and (e)
all representations, warranties, covenants, certifications, releases,
indemnifications, and promises made by you under this Agreement.
17.
Applicable Law. This
Agreement, including those additional terms, conditions, and policies
referenced herein and/or made available herein by hyperlink (including, without
limitation, the Company’s Privacy Policy, Code of
Conduct and EULA) and the entire
relationship between the parties including without limitation Your access or
use of the Services (the “Parties’ Relationship”) is governed by the laws of
the State of Texas exclusive of conflict of law provisions. You agree that
this Agreement shall be fully performable in Dallas County, Texas, and You
agree that jurisdiction and venue are proper in the state and federal courts
located in Dallas County, State of Texas, United States of America, with
respect to any proceedings arising from this Agreement or the Parties’
Relationship. Each party waives any objection to the laying of venue in the
federal courts of Texas and agree that it is not an inconvenient venue or
forum. The Services should not be used in violation of the laws applicable to
your country of residence. If Your country of principal residence is a member
state of the European Union or the European Free Trade Association, this
Agreement is governed by the laws of that country, and any action at law
may only be brought before a court of competent jurisdiction of that
country. The parties hereby further agree that this Agreement is not governed
by the United Nations Convention on Contracts for the International Sale of
Goods shall have no application whatsoever. EACH PARTY, KNOWINGLY AND AFTER
CONSULTATION WITH COUNSEL, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, WAIVES ALL
RIGHT TO TRIAL BY JURY AND TO BRING A CLAIM AS A MEMBER AND/OR REPRESENTATIVE
OF A CLASS ACTION FOR ANY CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION
WITH THIS AGREEMENT, THE PARTIES’ RELATIONSHIP OR ANY MATTER RELATED IN ANY WAY
HERETO UNLESS SUCH WAIVER IS NOT PERMISSIBLE UNDER APPLICABLE LAW. YOU AGREE
TO RAISE ANY CLAIMS AGAINST COMPANY WITHIN TWO (2) YEARS OR WAIVE SUCH CLAIMS.
18.
Digital Millennium Copyright Act. You agree not to upload or transmit any User Materials that infringe
any third party’s intellectual property rights. It is our policy to respond to
notices of alleged infringement that comply with the Digital Millennium
Copyright Act (the “DMCA”). Please be aware that, in order to be effective,
your notice of claim must comply with the detailed requirements set forth in
the DMCA. You are encouraged to review them (see 17 U.S.C. § 512(c)(3)) before
sending your claim. You may notify us of alleged infringement of intellectual
property rights by contacting our Designated Agent at:
Mail: ________
Phone: ________
Facsimile: ________
Email: ________
Upon receipt of notice of claimed
infringement, we will follow the procedures specified in the DMCA to resolve
the claim between the notifying party and the alleged infringer who provided
the content at issue. Please do not send any other communications to the
Designated Agent, who is appointed solely for the purposes of receiving notices
of copyright claims under the DMCA.
19.
Unsolicited Idea Submissions. We always welcome messages and feedback from users. However, it
is Company’s policy not to accept or consider ideas, suggestions, or proposals
other than those we specifically request. The intent of this policy is to
avoid the possibility of future misunderstandings when new functionality and
features developed internally by Company might be similar or even identical to
your idea. If you do send Company an unsolicited suggestion, idea, or
proposal, or if you send, at the request of Company, a comment or suggestion to
improve the Service (for example, via e-mail) (collectively, the “Submission”),
the Submission will be non-confidential and non-proprietary. Company shall have
no obligations concerning the Submission, contractual or otherwise. Company
shall be entitled to unrestricted use of the Submission for any purpose
whatsoever, commercial or otherwise, in any current or future media or use
whether or not currently contemplated, without compensation or attribution to
you.
20.
Miscellaneous.
20.1.
Excused Performance. Company is hereby excused for any failure to perform under this
Agreement to the extent that their respective performance is prevented by any
reason outside of their reasonable control or that may be characterized as a
force majeure event.
20.2.
Assignment and Delegation. You shall not assign or delegate any of your rights or
obligations under this Agreement without Company’s prior written consent.
20.3.
Construction and Interpretation. This Agreement shall be construed to have been drafted by all of
the Parties, so that any rule of construction or interpretation that construes
or interprets ambiguities against the drafter shall have no force or effect.
20.4.
Headings.
Section headings are inserted in this Agreement for reference and convenience
only and shall not interpret, define, limit, or describe the scope, intent,
terms or conditions of this Agreement.
20.5.
Severability. If
any term or condition of this Agreement is deemed invalid or unenforceable by
an arbitrator with binding authority or a court of law with binding authority,
as applicable, then the remaining terms and conditions shall not be affected,
and said arbitrator or court of law shall reform the invalidated or
unenforceable term or condition to the maximum extent permitted under the law
and consistent with the intent of this Agreement.
20.6.
Modification. Company may
supplement, amend, or otherwise modify this Agreement at any time. Such
supplements, amendments, and other modifications will be posted on this or a
similar page of the Services, and shall be deemed effective
as of their stated effective or modification date. It is your
responsibility to carefully review this Agreement each time you visit, access,
or use the Services. You may not supplement, amend, or otherwise modify this
Agreement except by a written agreement that is signed by Company in each
instance.
20.7.
Entire Agreement. This Agreement, together with those additional terms,
conditions, and policies referenced herein, constitutes the
entire agreement and understanding between the Parties with respect to the subject
matter hereof; supersedes any prior agreements and understandings, if any,
between the Parties with respect to such subject matter; and shall inure to the
benefit of and be binding upon the Parties and their respective successors and
assigns.
21.
Notice. Unless otherwise expressly stated in this Agreement, Company may
give or deliver all other notices to you by means of a general notice posted on this or a similar page of
the Services, and shall be deemed effective as of
their stated effective date.
22.
Contact Us.
Please direct any questions you may have about the Services or this Agreement
to any one of the following:
By mail: [name], Attn.:
[title, e.g., Support], [mailing address], with a subject line of “Website
Question.”
By email: _____, with
a subject line of “Website Question.”
The foregoing contact information may
change from time-to-time by supplementation, amendment, or modification of this
Agreement.
23.
Last Modified.
This Agreement was last modified on _____________,
2016.<
