THIS WEBSITE LOCATED AT WWW.KLICKJAM.COM (THE "Site") AND ITS RELATED PLATFORMS, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THE SITE (COLLECTIVELY, THE "SERVICES") ARE OWNED AND OPERATED BY KLICKJAM, INC. (TOGETHER WITH ITS AFFILIATES, SUCCESSORS, AND ASSIGNS HEREINAFTER REFERRED TO AS "US" OR "WE."
THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. IF YOU USE THE SITE AND THE SERVICES AS A REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, COMPANY, OR ENTITY, YOU ARE REPRESENTING TO US THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH INDIVIDUAL OR ENTITY AND THAT YOU GUARANTEE COMPLIANCE BY SUCH INDIVIDUAL OR ENTITY WITH THESE TERMS AND CONDITIONS.
IF YOU ARE ACCESSING THE SITE WITHOUT BECOMING A REGISTERED USER, YOUR USE OF THE LIMITED SERVICES PROVIDED TO NON-SUBSCRIBERS IS NONETHELESS STILL GOVERNED BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THE SERVICES AT ALL, INCLUDING BROWSING THE SITE.
WHEN YOU REGISTER AS A MEMBER, YOU WILL BE REQUIRED TO ‘CHECK THE BOX’ OR TAKE A SIMILAR ACTION INDICATING YOUR AGREEMENT WITH THESE TERMS AND CONDITIONS AS THEY APPLY TO REGISTERED MEMBERS. IF YOU DO NOT SO AGREE YOU MAY NOT BECOME A REGISTERED USER.
WE RESERVE THE RIGHT AT ANY TIME TO MODIFY, DISCONTINUE, OR TERMINATE ANY SERVICE OR THE SITE, OR TO CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS AND CONDITIONS WITHOUT NOTICE TO YOU. WE WILL, HOWEVER, POST CHANGES AND UPDATES TO THESE TERMS AND CONDITIONS, IF ANY, TO THE SITE. IT IS YOUR RESPONSIBILITY TO CHECK THE SITE PERIODICALLY FOR SUCH CHANGES. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER ANY CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AS SO REVISED.
1. USE OF SITE AND SERVICES:
- Age Restriction. The Site and Services are intended for use by persons 18 years of age or older. The Site and Services are not intended for children under the age of 13. Children under the age 18 but at least 13 years of age may use the Site and Services only with the verifiable consent of a parent or legal guardian who has agreed to be bound by these Terms and Conditions. SOME AREAS OF THE SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.
- Site Content Ownership. All materials and content contained within the Site and the Services, including User Content (defined in Section 3(a) below, and collectively, the "Site Content") are either our property or that of or our licensors (including other users of the Site), including respective copyrights, logos, slogans, trademarks, and service marks. As between you and us, you shall retain all rights in your User Content subject to the licenses granted in these Terms and Conditions
- Site and Services Use License. Subject to these Terms and Conditions and only to the extent expressly permitted by the functionality of the Site and Services, you are granted a limited, non-exclusive, revocable, non-assignable, and non-transferable right to use the Site and Services and access and interact with Site Content. Except with respect to your use of certain Services in accordance with their specific terms and conditions that provide for or facilitate commercial activities (e.g. classifieds), you understand that the Site and Site Content is for your personal and non-commercial use only. Except as expressly permitted by these Terms and Conditions, the functionality of the Site, or your own use of your User Content (i) no Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, sold, or otherwise used in any form or by any means, in whole or in part, and (ii) nothing herein should be construed as granting you any license or right to use any Site Content, including trademarks, service marks, logos, slogans or taglines belonging to us, our licensors and/or any other user of the Site and Services, or any software or code relating thereto.
- Certain functionality of the Site may expressly permit you to download or copy Site Content, such as music or other materials files from the Site ("Site Downloads").
You agree that:
- Site Downloads are licensed to you only for personal, noncommercial use;
- the delivery of Site Downloads to you does not transfer to you any commercial or promotional use rights in the Site Downloads;
- you may not transfer or license your rights in any Site Download to any other person;
- you may not alter, modify, incorporate with other media, or otherwise create a derivative work of any Site Downloads; and
- you may not use a Site Download as a phone ringtone or ring-back tone (collectively, the "Site Downloads Usage Rules"). You may copy and store Site Downloads in connection with an unlimited number of devices as reasonably necessary but only in accordance with the foregoing Site Downloads Usage Rules. Any use of a Site Download other than in accordance with the Site Downloads Usage Rules may constitute copyright infringement.
Abuse and Infringement. You agree that you will not use the Site or Services in any manner that is abusive, fraudulent, or unlawful, that infringes the copyright, trademark, or other intellectual property rights of any person or entity, that is inconsistent with these Terms and Conditions, or that could damage, disable, overburden or impair the Site or Services, in each case as determined in our sole discretion. Without limitation, you agree, represent, and warrant that:
- You will use the Site and Services in compliance with all applicable laws and this policy;
- You will not use the Site or Services to infringe the copyright, trademark, or other intellectual property rights of any person or entity;
- You will not harvest or collect email addresses or other contact information of other Site users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- You will not use automated scripts to collect information from, access, or otherwise interact with the Site;
- You will not upload, post, email, transmit or otherwise make available any content that we deem to be harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;
- You will not impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;
- You will not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- You will not use "spam," "blast-faxes," or recorded telephone messages to market or promote any materials relating to you on the Site or in connection with the Services;
- You will not use or purchase third party services which are marketed or used to artificially increase your exposure in the Site or Services. Use of these services, or similar services, will result in the immediate termination of your account.
- You will not upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- You will not use the Site or Services to solicit, advertise, provide, sell, or offer, any third party sites or services, or similar or competing products or services;
- You will not solicit Site users to register or sign up with another website, platform, or other service or entity;
- You will not use or attempt to use another user's account without authorization from us or create a false identity using the Site or Services;
- You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through, the Site or Services or any software, documentation, or data related to the Site or Services; and
- You will not remove any proprietary notices or labels from the Site or Services or modify, translate, or create derivative works based on the Site or Services.
- In order to use certain parts of the Site and Services, you must register as a user and create an account on the Site. As part of the registration process, you will provide a username, password, email address, and other information and materials (the "Registration Information") for your Site account. You may also be able to register as a user of the Site with certain third-party social networking sites (e.g., Facebook, Twitter, YouTube, etc.) (a "Third-Party Account"), and in connection therewith, you allow us to access, store, and use content or information relating to your Third-Party Account, and any content or information in your Third-Party Account used on the Site or with the Services shall be "Registration Information" hereunder. We may accept or reject your user registration in our sole discretion. Please note that if you elect to register using a Third-Party Account you may be subject to that third party’s terms and conditions, privacy policies or any other such terms, which may or may not differ from ours. If you register for a Site account though a Third-Party Account, you do so at your own risk and peril.
- You alone are responsible for maintaining the security of your Registration Information and for all uses of the Site and Services in the name of your account. Upon registration, you will have a "Dashboard" page on the Site where you can manage your use of the Site and Services (your "Dashboard").
- You are responsible for maintaining access to the email address associated with your account. We are unable to restore access to your account if you lose access to the email address associated with the account.
3. CONTENT SUBMITTED BY YOU:
- You are solely responsible for all materials and content that are submitted by you or through your account for posting, publication, display, distribution, performance, or other use on the Site or in connection with any Service, including without limitation, music, sound recordings, musical works, compositions, videos, photographs, pictures, graphics, names, likenesses, images, copyrights, trademarks, service marks, logos, biographical information, chat, messages, files, code, data, metadata, text, software, links, your Registration Information, content from your Third-Party Account, and any other information or materials ("User Content").
- We do not provide file back-up services and therefore are not responsible for any User Content that may be lost or unrecoverable through your use of the Site or Services, and you are encouraged to archive your User Content regularly and frequently.
- You must submit User Content to the Site and Services in compliance with our submission specifications. Our submission specifications are available in your Dashboard or otherwise on the Site. We reserve the right to refuse to accept and/or cause the removal of any User Content for any reason and at our sole discretion and without notice to you.
- As between you and us, and subject to our rights in these Terms and Conditions, you shall retain all rights in the User Content and nothing in these Terms and Conditions shall constitute a transfer to us of ownership of any User Content.
- You hereby acknowledge and agree that we may, at our sole discretion, disclose User Content in order to: (A) comply with law enforcement, court orders, or the legal process; (B) protect the rights and safety of individuals; or (C) settle disputes over intellectual property ownership. You understand and agree that in connection with the rights granted herein, we have the right, but no obligation, to remove, monitor, market, promote, advertise, or otherwise use your User Content.
Licenses to User Content.
- By submitting User Content to the Site or in connection with any Service, you automatically grant to us a non-exclusive, transferable, royalty free, license throughout the universe, and in any manner and media now known or hereafter developed, to prepare, review, copy, reproduce, convert, host, distribute, transmit, stream, publicly perform, display, modify, adapt, excerpt (in whole or in part), publish, promote, advertise, market, create derivative works from, and otherwise use all or any portion of the User Content, and to grant and authorize sublicenses of the foregoing, in connection with the Site and Services and the functionality thereof; provided, however, we will not sell or otherwise commercially distribute for a fee User Content except in connection with your express use of a Service or program offered by us that provides such functionality (e.g., premium placement listings). Except as may be specifically provided in connection with any particular Service, we have no obligation to pay you or anyone else any amounts, including master recording, synchronization or publishing royalties, performance fees, license fees, or union, guild, or collective bargaining fees, for the distribution, public performance, or other uses of your User Content as authorized in these Terms and Conditions.
The foregoing grant of rights includes, without limitation, our right to (but not obligation to):
- use User Content, including names, pictures, likenesses, images, voices, performances, biographical materials, and web links to websites that you control, in each case in connection with marketing, advertising, or promoting User Content, you, the Site, the Services, or us;
- submit or transmit User Content to third parties in connection with any applicable Services or program offered by us which you elect to use, in any format (e.g., MP3, streaming, or otherwise) in accordance with the functionality of such Service or program;
- display any and all lyrics associated with a musical composition embodied in User Content in connection with the Site or Services or program offered by us;
- edit or modify User Content in our sole discretion in connection with the Site, Services, or program offered by us and without any approval rights by you; and
- publicly perform and transmit your sound recordings and musical compositions in connection with the Site, Services, or a program offered by us, including, but not limited to, by interactive and non-interactive streaming on the Site or via a Service. If you have affiliated with a performance rights organization ("PRO") with respect to your public performance rights, such as BMI, ASCAP, or SESAC, then you may be prohibited from granting the same rights to us, or a grant of public performance rights to us may prevent a PRO from collecting royalties on your behalf. In certain situations a PRO may require that you provide the PRO with notice if you are granting public performance rights to another party. If you have an agreement with a PRO that includes such a provision, you are solely responsible for providing such notice to the PRO. You understand that no fees or payment of any kind whatsoever shall be due to any PRO or music publisher for use of your User Content as authorized in these Terms and Conditions.
- Certain functionality of the Site and certain Services allow you to make User Content, such as your music, available to be downloaded from our Site, and by using such features, you automatically grant to end users an irrevocable, perpetual, non-exclusive, transferable, royalty free, license throughout the universe to use such Site Downloads but only for personal, noncommercial use and in accordance with the Site Downloads Usage Rules in Section 1(d) above.
- The grant of rights in this Section 3(b) will survive your removal of User Content from the Site, the termination of your use of the Site or Service, or any other termination of these Terms and Conditions unless we receive written notice of termination of this license from you, at which point this license will expire and we will stop using the specified User Content within thirty (30) days; provided, however, that with respect to Site Downloads, the grant of rights to end users will survive your removal of such User Content from the Site indefinitely.
- Without limitation of the rights granted herein, we and you may enter into additional agreements to confirm the rights granted herein, expand scope of rights granted to us, or otherwise with respect to the User Content, and to the extent such other agreements conflict with these Terms and Conditions, the terms of such other agreements shall control.
Representations and Warranties. By submitting User Content to the Site or in connection with any Service, you acknowledge, represent, and warrant that:
- you own or control all necessary rights in and to the User Content, and you have the full right and authority to grant the rights, licenses, and permissions in these Terms and Conditions;
- the exercise of the rights granted by you herein shall not violate any laws or otherwise infringe upon the rights of any person or entity, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful materials;
- the exercise of the rights granted by you herein shall be without any obligation to make any payment of any nature to you (except as expressly provided in connection with any Service) or any other person or entity;
- to the extent that you receive payments from us in connection with any Service, you acknowledge and agree that any such payments to you are inclusive of all payments otherwise due to any person or entity; and
- to the extent you do not own any underlying musical compositions, sound recordings, samples, publicity rights, or other materials or content in your User Content, it is your obligation to secure all appropriate permissions, clearances, licenses, or other authorizations and agreements, and, as applicable, to pay directly all third-party fees and royalties as may be required, including, but not limited to, with respect to artists, band members, authors, co-authors, copyright owners and co-owners, publishers, producers, or any other person who performed in the making of your User Content, and in connection with mechanical royalties, digital phonograph delivery royalties, public performance royalties, payments that may be required under any collective bargaining agreements or statutory schemes, or any other royalties, fees, and/or sums payable with respect to your User Content, and at our request you shall provide us with confirmation of such authorizations and payments.
4. DMCA COPYRIGHT NOTICE AND REPEAT INFRINGER POLICY:
If you are a copyright holder who believes that any of the materials on the Site infringe your work, you should notify us promptly. Upon our receipt of notice reporting alleged copyright infringement, and which complies with the requirements set forth in the Digital Millennium Copyright Act ("DMCA"), we will respond promptly to remove, or disable access to, the material in accordance with the DMCA.
1. FILING A DMCA NOTICE TO REMOVE COPYRIGHTED CONTENT – FOR COPYRIGHT HOLDERS
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:
- Your legal name, mailing address, telephone number, and email address (if any);
- A description of the copyrighted work that you claim has been infringed, and the name of the owner of the copyrighted work;
- A description of where on the Site the material that you claim is infringing the copyright may be found, sufficient for us to locate the material (e.g., the URL);
- A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
- A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf;
- Your electronic or physical signature.
Completed DMCA Notice Forms may be submitted to our Designated Agent, identified below, via: U.S. Mail; Email; or Facsimile.
Please note that we may disclose any complete DMCA Notices and any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.
2. FILING A DMCA COUNTER-NOTIFICATION TO RESTORE REMOVED CONTENT — FOR SITE USERS
If you believe that your material has been removed by mistake or misidentification, please provide us with a written counter-notification containing all of the following information:
- Your legal name, mailing address, telephone number, and email (if any);
- A description of the material that was removed and the location on the Site (e.g., the URL) where it previously appeared;
- A statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
- 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 we may be found, and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person;
- Your electronic or physical signature.
Completed DMCA counter-notifications may be submitted to our Designated Agent, identified below, via: U.S. Mail; Email; or Facsimile.
Please note that we will send any complete counter-notifications we receive to the person who submitted the original DMCA notice. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of a counter-notification, we will restore the removed materials. Until that time, the materials will remain removed.
UNDER SECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.
If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information. For the full text of the DMCA, click here.
Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the Designated Agent for this Site. Contact information for the Designated Agent may be found at the U.S. Copyright Office’s Directory of Service Provider Agents for Notification of Claims of Infringement, and is provided below:
1 Maison Parc Court, Unit 518
Thornhill, ON L4J 9K1
- Without limiting our termination rights in Section 10, if you engage in "repeat infringement" we may terminate your registration and Site account without notice, and you will no longer be permitted access to the Site or the Services. "Repeat infringement" shall be defined as two (2) or more instances, as determined by us in our reasonable discretion, where you have infringed the copyright rights of another person.
- In the event a user’s materials are removed due to a DMCA notice and then subsequently restored in accordance with the DMCA, we will treat the underlying DMCA notice as withdrawn.
- We reserve the right to terminate Site accounts that are the subject of fewer than two (2) instances of infringement of the copyright rights of another person in appropriate circumstances, such as when the user has a history of violating or willfully disregarding other provisions of these Terms and Conditions.
You agree to fully indemnify and hold us and our subsidiaries, affiliates, directors, officers, agents, contractors, partners, affiliates, employees, contractors, co-branders, advertisers, and other partners (collectively, the "Related Parties") harmless, and to defend us and/or the Related Parties, from and against any and all losses, liabilities, damages, claims, costs, expenses, or demands (including reasonable attorneys' fees and costs), due to or arising out of (i) your use of the Site or Services; (ii) your violation or breach of any representation, warranties or other terms in these Terms and Conditions; (iii) your violation of any rights of any third party; and (iv) any dispute between you and any other user of the Site or Services. Without limitation, you agree to reimburse us and our Related Parties on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section. We shall promptly notify you of any such claim, and you may assume control of the defense of such claim with counsel subject to our reasonable approval, provided that you obtain and post an appropriate bond for our benefit, and we shall have the right in all events to participate in the defense thereof. In accordance with Section 7(c) below, if a claim is made we will have the right to withhold payment of any monies due you in an amount reasonably related to the claim and potential expenses. Notwithstanding the foregoing, your sole remedy for breach or alleged breach by us of these Terms and Conditions is limited to your discontinuing your use of the Site any Services.
6. LIMITATIONS AND DISCLAIMERS:
THE SITE, THE SERVICES, AND THE CONTENT THEREON ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES. Without limiting the foregoing:
- We and the Related Parties are not responsible for any incorrect or inaccurate information in the Site Content. We and the Related Parties are not responsible for the content of, accuracy of, or statements or opinions expressed by third parties in any Site Content, including any User Content or in advertisements or solicitations, or any third party content hosted through our Site. We are not responsible for the conduct, whether online or offline, of any user of the Site. Site Content is not investigated, monitored, or checked for accuracy or completeness by us. We do not make editorial decisions related to User Content. Inclusion of any Site Content, including links to other websites, does not imply approval or endorsement of the Site Content by us.
- Your interactions with organizations and/or individuals found on or through the Site or Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that we and the Related Parties shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between you and any third party, you understand and agree that we are under no obligation to become involved.
- You understand the speculative nature of the music industry, and we make no guarantees whatsoever with respect to the marketing, promotion, acceptance, development, or popularity of you, your band, your music, or otherwise in connection with your use of the Site or Services; and we further make no guarantees whatsoever that any materials you create or distribute using our Site or Services, including your music, will achieve any results or be purchased or otherwise used by any third party.
- The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site or the Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site or blocking from the destination mail servers, including injury or damage to any person's computer related to or resulting from participating or downloading materials in connection with the Site or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Services, the Site, or any Site Content.
- By using the Site and/or Services, you hereby release us and the Related Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to your use of the Site and/or Services. If you are a California resident, you represent that you are familiar with Section 1542 of the California Civil Code and you hereby waive and relinquish any right and benefit to which you may have under Section 1542 to the full extent that you may lawfully do so in connection with the subject matter hereof. Section 1542 states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
- IN NO EVENT WILL WE AND THE RELATED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL THE AGGREGATE OF OUR AND THE RELATED PARTIES’ LIABILITY TO YOU FOR ANY CAUSE, LOSS, COST, DAMAGE, OR CLAIM WHATSOEVER, INCLUDING ATTORNEYS’ FEES AND COSTS AND EXPERT WITNESS FEES AND COSTS, AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES FOR THE PRECEDING THREE (3) MONTHS; AND (B) TWO HUNDRED FIFTY DOLLARS ($250.00 U.S.). YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THESE TERMS AND CONDITIONS.
You acknowledge and agree that in the course of using certain Services you may become aware of certain otherwise confidential information related to our business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential.
8. USAGE DATA:
We may collect certain tracking and usage data generated or provided by users who visit or interact with your profile on the Site, or by users of products or other materials distributed in connection with your use of certain Services, including, but not limited to, personally identifiable information ("Usage Data"). We may provide all or part of the Usage Data to you. You agree to comply with all applicable laws with regard to your use of Usage Data. You will not transfer or disclose any Usage Data to any third party. We are not responsible for the accuracy of Usage Data, and we disclaim any and all liability relating thereto.
- You may terminate your use of the Site at any time. You may terminate these Terms and Conditions with respect to any Service by effecting a termination from your Dashboard.
- We may cancel your user registration and terminate your use of the Site or Services at any time with or without cause, in our sole discretion, and with or without notice, including for your breach of your representations, warranties, and covenants in these Terms and Conditions; provided, however, that we have no obligation to monitor your use of the Site or Services.
- We may delete any of your User Content, information, or other data from the Site or Services at any time, and we have no obligation to maintain copies of any deleted information.
- Any provisions of these Terms and Conditions that by their nature should continue after termination of your use of the Site or any Services will continue to apply even after the expiration or termination of these Terms and Conditions or your use of the Site or any Services.
10. GOVERNING LAW:
Notwithstanding applicable principles of conflicts of laws, these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, USA, and as to matters affecting copyrights, trademarks and patents, by applicable New York and U.S. federal law. Those who use the Site and Services from other jurisdictions do so at their own risk and are responsible for compliance with local laws applicable to them. Any dispute or claim arising out of, or in connection with, these Terms and Conditions shall be finally settled by binding arbitration in Ontario, Canada, conducted in accordance with the Ontario Arbitration Act, 1991, S.O. 1991, c. 17 (the "Arbitration Act, 1991"). Judgment on any award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. The arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys' fees. Notwithstanding the foregoing, arbitration hereunder may only be employed to resolve individual claims, and the arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated. In the event that the forgoing arbitration provision is held invalid or unenforceable, then any dispute with respect to these Terms and Conditions shall be brought and heard in a court of appropriate subject matter jurisdiction located in Ontario, Canada, applying the laws specified above. In such event, you consent to the in personam jurisdiction and venue of any such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, facsimile or by first class mail, and shall be deemed effectively given upon receipt.
If any provision of these Terms and Conditions is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of these Terms and Conditions shall continue in full force and effect. Nothing in these Terms and Conditions shall be deemed to confer any third-party rights or benefits. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions do not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under these Terms and Conditions, be deemed to be an agent or employee of the other, and neither you nor we has the authority to bind the other under any contract, agreement, or otherwise.
All notices required by these Terms and Conditions shall be in writing and shall be sent (i) by you via your Dashboard, (ii) by us via your Dashboard or your email address of record; and notice shall be effective on the date it is officially recorded as delivered by return receipt or equivalent.
For questions regarding these Terms and Conditions, please contact firstname.lastname@example.org