1. Acceptance of Terms
1.1. Introduction. [company name here] (referred to as "Company") provides the [website url here] website (referred to as the "Site"), as well as other Offerings (defined below) (collectively referred to as "Offerings"), subject to your compliance with the following Terms and Conditions of Use (the "Terms").
1.2. Agreement. You agree that by accessing or using Company’s services (any content or information provided as part of these services) you are entering into an agreement subject to these Terms. Company reserves the right to change these Terms from time to time with notice to you. You acknowledge and agree that it is your responsibility to periodically review the Site and these Terms. Your continued use of the Site and Offerings after such modifications will constitute acknowledgement and acceptance of the modified Terms. As used herein, "Affiliates" shall include Company’s owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site and/or contents and Offerings available on the Site.
BY USING THE SITE AND OFFERINGS ON THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, PRODUCTS, OFFERINGS OR OFFERINGS AVAILABLE ON THE SITE, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, OFFERINGS OR OFFERINGS. THESE TERMS ARE EFFECTIVE ONCE YOU CLICK THE "I AGREE" BUTTON BELOW.
2.1. Services. Company provides a number of services for users of the Site. You are solely responsible for providing, at your own expense, all equipment necessary to use the services, including a computer and modem; and your own Internet access (including payment of telephone service fees associated with such access).
2.2. No Guarantee. Although Company uses reasonable efforts to provide quality Offerings, you understand and acknowledge that Company does not promise or guarantee specific results from using the Site or Offerings available on the Site.
2.3. Temporary Interruptions. You understand and agree that temporary interruptions of the Site may occur as normal events that are out of Company’s control. You also understand and agree that Company has no control over the third-party networks or service(s) that Company may use to provide you with Offerings. YOU AGREE THAT THE OFFERINGS AVAILABLE ON THE SITE ARE PROVIDED "AS IS" AND THAT COMPANY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR
FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
3. Payment 3.1. Fees. If you choose to purchase one or more of the Offerings provided on Company’s
Site, you agree to pay all fees associated with the Offerings.
3.2. Charges and Billing Information. Any charges incurred by your purchase or use of the Offerings, will be billed to the credit card Company has on file. In the event you sign up for a service that is ongoing and incurs re-occurring charges (such as a subscription), such charges will be billed in advance of service. You agree to provide Company with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide Company with any changes in such information within thirty (30) days of the change.
3.3. Overdue Amounts. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Offerings you have purchased, you agree that Company may, at its option, suspend or terminate performance of Offerings or delivery of products and may require you to pay any overdue amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to Company. In the event legal action is necessary to collect on balances due, you agree to reimburse Company for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
4. Site Conduct, Posting Policies & Third Party Websites
4.1. User-Created Content Guidelines: Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for any comments or posts you leave on the Site. By posting information on the Site, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Site, you agree that you will not post comments, messages, links, code or other information that:
are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another's privacy, or includes graphic descriptions of sexual or violent content;
victimize, harass, degrade, or intimidate any person or group of persons on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
consist of unsolicited advertising, junk or bulk email (also known as "spam"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
contain any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
breach the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of the Site, or attempts to gain access to other network or server via your account on the Site; or
impersonate any person or entity, including any of Company’s employees or representatives.
4.2. No Endorsement. Company neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Site. Although Company does not pre-screen, police or monitor comments posted on the Site, Company and its agents reserve the right to remove any and all postings that Company feels does not comply with these Terms and any other rules of user conduct applicable to the Site, or are otherwise harmful, objectionable, or inaccurate. Company is not responsible for any failure or delay in removing such postings.
4.3. Third-Party Sites and Information. The Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While Company makes every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that Company is not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor is Company responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by Company, or any warranty of any kind, either express or implied.
4.4. Promotions. From time to time, the Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. Company assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.
5. Company Intellectual Property
5.1. Content. For purposes of these Terms, Content shall mean any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on Company’s Site and is owned by Company or its Affiliates (collectively referred to as the "Content").
5.2. Ownership of Content. By accepting these Terms, you agree that all content presented to you on the Site is protected by and is subject to any and all intellectual property and/or other proprietary rights available within the United States, and is the sole property of Company or its Affiliates.
All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Company or its Affiliates. All other trademarks or service marks are property of
Certain of the ideas, software and processes incorporated into the Offerings available on the Site are protected by patent applications pending in the United States, and Company intends to prepare and file additional patent applications in selected foreign jurisdictions.
5.3. Limitations on Use of Content. Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from the Site in any form or by any means whatsoever without prior written permission from Company. Any unauthorized use of Site content violates Company’s intellectual property interests and could result in criminal or civil penalties.
5.4. No Warranty for Third-Party Infringement. NEITHER COMPANY NOR ITS AFFILIATES WARRANT OR REPRESENT THAT YOUR USE OF MATERIALS DISPLAYED ON, OR OBTAINED THROUGH, THE SITE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.
6. Content You Create.
Company respects the intellectual property rights of others, and Company asks you to do the same. In instances where Company is notified of alleged infringing Company-or User Content through Company’s Designated Agent, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) ("DMCA"). Company may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter- notification.
If you believe that you or someone else's copyright has been infringed by Company-or User Content provided on the Site, you (or the owner or rights holder, collectively, "Rights Holder") should send notification to Company’s Designated Agent immediately. Prior to sending Company notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on the Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, Company asks that the Rights Holder provide the following information:
reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.;
reasonably sufficient details to enable Company to identify and locate the material that is allegedly infringing the Rights Holders' work(s) (for example, file name or URL of the page(s) that contain(s) the material);
the Rights Holder's contact information so that Company can contact them (including for example, the Rights Holder's address, telephone number, and email address);
a statement that the Rights Holder has a good faith belief that the use of the material identified in subparagraph b. above is not authorized by the copyright owner, its agent, or the law;
a statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and
the Rights Holder's electronic signature.
6.2. Notice may be sent to:
By Mail: [company name here]
[company address here]
By e-mail: [company email here]
6.3. Counter-Notification. If material that you have posted to the Site has been taken down,
you may file a counter-notification that contains the following details:
identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
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 of the material in question;
your name, address and telephone number;
a statement that you consent to the jurisdiction of federal district court in the
Southern District of Texas, and that you will accept service of process from the person who provided notification in compliance with section 512 (c)(1)(C) of the DMCA, or an agent of such person; and
your physical or electronic signature.
6.4. Notice may be sent to:
By Mail: [company name here]
[company address here]
By e-mail: [company email here]
You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, Company may temporarily or permanently remove the identified materials from Company’s site without liability to you or any other party.
7. Email Services & Data Stored on Company’s Servers
7.2. Spam Prevention. Company uses automated tools or techniques to protect Company’s users from mass unsolicited mailings (also known as "spam") and/or other types of malicious or harmful content. However, such tools or techniques are not perfect, and Company therefore is not responsible in cases where legitimate communications are accidentally blocked, or unsolicited communications get through to your Company supplied email account.
7.3. Storage Provided by Company. If you opt to store personal data of any kind on Company’s servers you understand and agree to abide by Company’s general practices and limits concerning use of the Offerings available on Company’s Site, including without limitation the maximum number of days that uploaded content will be retained, the maximum disk space that will be allotted, and the maximum number of times you may access the services in a given period of time. You agree that Company has no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through the Site. You acknowledge that Company reserves the right to remove or terminate accounts which have not paid a subscription fee (if applicable), that remain inactive for longer than thirty (30) days, or in cases where you have violated one or more terms of this Agreement.
8. Privacy & Security
8.1. Login Required. In order to access some of the Offerings on the Site, or to post User Content, you may be asked to set up an account and password. Company’s account registration page requests certain personal information from you (the "Registration Info"). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
8.2. Passwords & Security. If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities or charges that are incurred under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Company’s employees will never ask you for your password.
ALL CONTENT AND OFFERINGS ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT (A) THE CONTENT OR OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR- FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR OFFERINGS PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM COMPANY OR COMPANY’S AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THE SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. COMPANY MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS AT THE SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE AT THE SITE MAY BE OUT OF DATE, AND COMPANY MAKES NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
THE USE OF THE OFFERINGS OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any products or Offerings provided by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are agreed to solely between the seller of such merchandise and you.
COMPANY MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THE SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THE SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY COMPANY OR ANY OTHER OF COMPANY’S AFFILIATES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
10. Limitation of Liability & Indemnification
10.1. Remedy. Your exclusive remedy and Company’s entire liability, if any, for any claims arising out of these Terms and your use of the Site shall be limited to the amount you paid Company for Offerings purchased on the Site during the one (1) month period before the act giving rise to the liability.
IN NO EVENT SHALL COMPANY OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE SITE.
FURTHER, COMPANY SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING COMPANY’S OFFERINGS OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THE SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
10.2. Indemnity. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD COMPANY AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS' FEES THAT MAY ARISE FROM YOUR USE OR MISUSE OF THE SITE. COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH COMPANY IN ASSERTING ANY AVAILABLE DEFENSES.
11. Termination of Use
11.1. Grounds for Termination. You agree that Company may, at its sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to the Site, and reporting you to the proper authorities, if necessary.
11.2. No Right to Offerings Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Offerings available on the Site will immediately cease. Company shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by Company in connection therewith. Sections 1 and 3-11 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.
12. Miscellaneous Provisions
12.1. International Use. Although the Site may be accessible worldwide, Company makes no representation that materials on the Site are appropriate or available for use in locations outside the United States. Those who choose to access the Site from other locations do so on their own initiative and at their own risk. If you choose to access the Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, service, and/or information made in connection with the Site is void where prohibited.
12.2. Governing Law. The Site (excluding any third party websites) is controlled by Company from its offices in Houston, Texas, and the statutes and laws of the State of Texas shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the courts in the State of Texas or the U.S. District Court for the Southern District of Texas with respect to such matters controlled by that court.
12.3. Notices. All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to Company must be sent to the attention of Customer Service, if by email, or to Company’s address, if by conventional mail. You agree to allow Company to submit notices to you either through the email address provided, or to the address Company has on record. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.
12.4. No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of the Site, or use of or access to the Site or Offerings provided through the Site, beyond the limited rights granted to you under Section 5 of these Terms.
12.5. Force Majeure. In addition to any excuse provided by applicable law, Company shall be excused from liability for non-delivery or delay in delivery of products and Offerings available through Company’s Site arising from any event beyond Company’s reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Company’s reasonable control, whether or not similar to those which are enumerated above.
12.6. Severability. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
12.7. Non-Waiver. Any failure by Company to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.
12.8. Entire Agreement. The terms and conditions hereof constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all 'prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.