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Terms and conditions

 

Welcome to the Cathexis Talent website. Cathexis Talent is owned and operated by Cathexis Talent LLC (Company) (we and us). In addition to the Content on the Web Application, the Web Application provides you with various opportunities to submit content and participate in various shopping and community services (Services). BY USING OUR Web Application AND THE SERVICES YOU ARE ACCEPTING THE PRACTICES DESCRIBED IN THESE TERMS OF — USE (Agreement). IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT — USE THE Web Application AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THE TERMS OF THIS AGREEMENT FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED — USE OF OUR Web Application AND ANY AFFILIATE Web Applications FOLLOWING THE POSTING OF CHANGES TO THIS AGREEMENT WILL MEAN YOU ACCEPT THOSE CHANGES. Additional terms and conditions may apply to our mobile device offerings and to the purchase of products, such as shipping and return policies, located elsewhere on this Web Application or on affiliated websites. If you decide to use such mobile device offerings or purchase products, you agree to such additional terms and conditions, as applicable.

 

1. Copyright and Ownership

 

All of the content featured or displayed on the Web Application, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations (“Content”), is owned by Company, its licensors, vendors, agents and/or its Content providers. All elements of the Web Application, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Services and the Web Application may only be used for the intended purpose for which such Web Application and Services are being made available. Except as may be otherwise indicated in specific documents within the Web Application, you are authorized to view, play, print and download documents, audio and video found on our Web Application for personal, informational, and noncommercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Web Application. Except as authorized under applicable copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Web Application. For the purposes of this Agreement, the use of any such material on any other Web Application or networked computer environment is prohibited. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Web Application and Services. The Web Application, its Content and all related rights shall remain the exclusive property of Company or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on these Web Application.

 

2. Trademarks

 

All trademarks, service marks and trade names of Company used herein (including but not limited to: the Company name, the Company logo, the Company design, and the logo) (collectively Marks) are trademarks or registered trademarks of Company or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify any Marks in any way, including in advertising or publicity pertaining to distribution of materials on this Web Application, without Company’s prior written consent. The use of any Marks on any other Web Application or network computer environment is not allowed. Company prohibits the use of Marks as a “hot” link on or to any other Web Application unless establishment of such a link is approved in advance.

 

3. Member Registration

 

To access certain areas or features of this application, you may be asked to register (Apply) as a member of Cathexis Talent and to provide the Web Application with certain information about yourself. We use this information to improve this Web Application and to create Content that is more beneficial to our users and to build YOUR “Talent Profile”. Protection Act 1998 and all the other relevant laws and codes of practice. You are responsible for providing the Web Application with true and accurate information about yourself as requested. If you provide any information that is untrue or inaccurate, or which Company reasonably believes is untrue or inaccurate, Company reserves the right to suspend or terminate your membership and your use of this Web Application.

 

4. User Submissions

 

Company encourages members of the public to submit User Submissions (defined below) that they have created for consideration in connection with the Web Application, sweepstakes and contests, and any related television programs and wireless and online broadcasts (collectively, User Generated Services). Company does not encourage, and does not seek User Submissions that result from any activity that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, or to any other person; (ii) may create a risk of any other loss or damage to any person or property; or (iii) may constitute a crime or tort. You agree that you have not and will not engage in any of the foregoing activities in connection with producing your submission. Without limiting the foregoing, you agree that you will not inflict emotional distress on other people, will not humiliate other people (publicly or otherwise), will not assault or threaten other people, will not enter onto private property without permission, and will not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. Company will reject any submissions in which Company believes, in its sole discretion that any such activities have occurred. If notified by a user of a User Submission that allegedly violates any provision of this Agreement, Company reserves the right to determine, in its sole discretion, if such a violation has occurred, and to remove any such User Submission from the Web Application.

 

Company does not accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. This policy is designed to avoid misunderstandings if projects developed by Company’s professional staff seem to others to be similar to their own creative work. Accordingly, unless otherwise requested on this Web Application, Company requests that your comments relate to the services and products offered by Company and the Web Application, and that you not submit any creative ideas, suggestions, or materials.

 

5. Rules of Conduct

 

You are solely responsible for any and all Content posted by you. You also are solely responsible for, and assume any and all risks associated with, reviewing and/or using any Content posted. We do not guarantee the accuracy or appropriateness of any Content posted. Users may be held legally liable for any Content posted to this Web Application, and may be held legally accountable if the Content they post include(s) material that infringes any patent, trademark, trade secret, copyright or any other intellectual property or the proprietary right(s) of any person or entity.

 

By Cathexis Talent, you may be exposed to Content which is offensive, indecent or otherwise objectionable to you. If you believe that any such Content violates this Agreement, we encourage you email [email protected]. We reserve the right to modify or remove anything submitted, posted, or uploaded to the Web Application, at any time for any reason without prior notice. Postings which violate this Agreement may be deleted upon discovery, and we reserve the right to terminate or restrict access to this site of the responsible user(s). However, under no circumstances will Company be liable for any errors, omissions, or offensive material contained in any Content posted by users, or for any loss, liability, claim, damage, or expense (including reasonable attorney’s fees) arising from or in connection with your use of any Content posted by any users.

 

You agree not to collect or store personal data about other users or members, or to submit any statement that contains or provides links to:

 

Any material that is unlawful, threatening, abusive, harassing, tortious, defamatory, invasive of Privacy or publicity rights, hateful, vulgar, obscene, profane, harmful, libelous, indecent, racially, ethnically, or otherwise objectionable (including, but not limited to, posting the private information of other parties);

Any material that impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;

Any false “header” (the legend attached to e-mail messages to show the message’s point of origin, route, and destination), falsely configured e-mail or otherwise manipulate identifiers in order to disguise the origin of any Content uploaded, posted, e-mailed or otherwise transmitted through the Web Application. Headers of e-mail messages may not be removed or altered to conceal e-mail addresses;

Any content that you do not have a right to transmit under any law or any contractual or fiduciary relationship (such as inside information, trade secrets, and other proprietary information and/or confidential information);

Any material that violates or infringes in any way upon the rights of others, including, without limitation, any patent, trade secret, right of privacy, right of publicity, copyright or trademark rights; this includes “warez” (copyrighted software that is distributed illegally), “MP3” files of copyrighted music, copyrighted photographs, text, video, or artwork;

Any material containing any unsolicited or unauthorized advertising or commercial solicitation of any kind whatsoever, including, without limitation, distribution of unsolicited e-mail using an Cathexis Talent Online (“spam”), “junk mail,” “chain letters,” “pyramid schemes,” or any use of distribution lists to any person or entity who has not given specific permission to be included on such a list.

Any material that contains software viruses or any other computer code, programs, files, corrupted data, or any other harmful or damaging component designed to interrupt, impair, destroy, or limit the functionality or operability of any computer system, software, hardware, or telecommunications equipment;

Any material that constitutes “stalking” or any other form of harassment of any member or user of the Web Application or any other person;

Any material containing nudity, pornography, or sexual material of a lewd, vulgar, lascivious, indecent, lecherous or obscene nature or intent, or that violates local, state, national, and/or international laws;

Content that promotes, encourages, or provides instructional information about any illegal activities or any material which encourages conduct that would violate any law or give rise to civil or criminal liability under any law. (Including, but not limited to, “hacking,” “cracking,” or “phreaking”);

Any raffle, contest, or game requiring payment of a fee or other consideration by participants;

Any hate propaganda or hate mongering, swearing, or fraudulent material or activity;

Any content that advertises or promotes any product or service;

Any content that solicits funds, advertisers or sponsors;

Any Content that disrupts the normal functioning of the Chat Room or Message Board; or

Any Content or activity that Company, in its sole discretion, deems inappropriate for its Message Boards and/or Chat Rooms.

6. Your License to Us

 

Unless otherwise stated in the rules or guidelines for the applicable User Generated Service, user published Content (User Applications/Submissions) remains the intellectual property of the individual user. By posting Content on our Web Application, you expressly grant Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content and your name, voice, and/or likeness as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. Any such User Submissions are deemed non-confidential and Company shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Application/Submission.

 

7. Products, Content and Specifications

 

All features, Content, specifications, products and prices of products and services described or depicted on this Web Application are subject to change at any time without notice. Certain Heights, weights, measures and similar descriptions are approximate and are provided for convenience purposes only. We make all reasonable efforts to accurately display the attributes of our products, if any, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display exact colors. The inclusion of any products or services on this Web Application at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased from this Web Application or any of our affiliated Web Applications. By placing an order, you represent that the products ordered will be used only in a lawful manner. All videocassettes, DVDs and similar products sold are for private, home use (where no admission fee is charged), non-public performance and May not be photographed, recorded or duplicated without permission of the company.

 

8. Shipping Limitations

 

When an order is placed, it will be shipped to an address designated by the purchaser as long as that shipping address is compliant with the shipping restrictions contained on this Web Application. All purchases from this Web Application are made pursuant to a shipment contract. As a result, risk of loss and title for items purchased from this Web Application pass to you upon delivery of the items to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.

 

9. Accuracy of Information

 

We attempt to ensure that information on this Web Application is complete, accurate and current. Despite our efforts, the information on this Web Application may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currency of any information on this Web Application. For example, products included on this Web Application may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on this Web Application. In addition, we may make changes in information about price and availability without notice. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.

 

10. Linking to this Website

 

Creating or maintaining any link from another Web Application to any page on this Web Application without our prior written permission is prohibited. Running or displaying this Web Application or any information or material displayed on this Web Application in frames or through similar means on another Web Application without our prior written permission is prohibited. Any permitted links to this Web Application must comply with all applicable laws, rules and regulations.

 

11. Third Party Links

 

From time to time, this Web Application may contain links to Web Applications that are not owned, operated or controlled by Company or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave this Web Application. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other Web Application. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other Web Applications, or any content, materials or other information located or accessible from any other Web Applications, or the results that you may obtain from using any other Web Applications. If you decide to access any other Web Applications linked to or from this Web Application, you do so entirely at your own risk.

 

12. Inappropriate Material

 

You are prohibited from posting or sending any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. Such violations may subject the sender and his or her agents to civil and criminal penalties. You further understand and agree that sending unsolicited email advertisements to any user of the Web Application or the Web Application or through voice computer systems is expressly prohibited by this Agreement. Any such unauthorized use of our computer systems is a violation of this Agreement and applicable anti-spam laws. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from this Web Application. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.

 

13. Account Security

 

You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and Web Application. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able access your account so you should take reasonable steps to protect this information.

 

14. User Published Content

 

User published Content does not represent the views of Company or any individual associated with Company, and we do not control this Content. In no event shall you represent or suggest, directly or indirectly, Company’s endorsement of user published Content. Company does not vouch for the accuracy or credibility of any user published Content on our Web Application, and does not take any responsibility or assume any liability for any actions you may take as a result of reading user published Content on our Web Application. Through your use of the Web Application and Services, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using our Web Application, you assume all associated risks.

 

15. Fees

 

For all charges for any products and services sold on the Web Application, Company will bill your credit card or alternative payment method offered by 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 attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of this Web Application. There is a $75 rescheduling fee (Per Person) for BOOKED TALENT that need to be rescheduled with less than 48 hours notice. 

 

16. Access and Interference

 

You agree that you will not use any robot, spider, scraper or other automated means to access the Web Application for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Web Application or any activities conducted on the Web Application; or (iii) bypass any measures we may use to prevent or restrict access to the Web Application.

 

17. Force Majeure

 

Neither Company nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: weather, illness fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

 

18. Representations and Warranties

 

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant the following: (i) You are over the age of 18 and have the right and authority to enter into this Agreement, and are fully able and competent to satisfy the terms, conditions and obligations therein; (ii) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in Section 3; (iii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such persons name or likeness or, in any case, personal data, in the manner contemplated by the Web Application and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iv) You have read, understood, agree with, and will abide by the terms of this Agreement; (v) You are not, and have not been an agent of Company and were not and are not acting on behalf of, or as a representative of, Company or any other party in connection with the User Submission; (vi) the User Submission and Company use thereof as contemplated by this Agreement and the Web Application will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights and rights of publicity; (vii) You are not, nor is any other person who appears in your User Submission, a current member of the Screen Actors Guild (SAG), the American Federation of Television and Radio Actors (AFTRA) or any other rights society; (viii) You have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your User Submission: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability; (ix) The User Submission does not contain: (a) material falsehoods or misrepresentations that could harm Company or any third party; (b) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (c) advertisements or solicitations of business; or (d) impersonations of third parties, other than those which are readily apparent.

 

19. DISCLAIMERS

 

YOUR — USE OF THIS Web Application IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THIS Web Application ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER COMPANY, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THIS Web Application. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THIS Web Application MAY BE OUT OF DATE, AND NEITHER COMPANY, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

 

ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THIS Web Application ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURES, DISTRIBUTORS AND SUPPLIERS, IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THIS Web Application. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MIS– USE, AB– USE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. WE MAKE NO WARRANTIES TO THOSE DEFINED AS “CONSUMERS” IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

 

20. LIMITATIONS OF LIABILITY

 

Company does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect, your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing this Web Application, or your downloading of any information or materials from this Web Application. IN NO EVENT WILL COMPANY, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THIS Web Application, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE — USE, INABILITY TO — USE, OR THE RESULTS OF — USE OF THIS Web Application, ANY Web Applications LINKED TO THIS Web Application, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH Web Applications, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY SHALL NOT BE LIABLE FOR — USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

 

IN THE EVENT OF ANY PROBLEM WITH THIS Web Application OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS Web Application. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS OR SERVICES THAT YOU HAVE PURCHASED ON OR THROUGH THIS Web Application, TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE MANUFACTURER OF SUCH PRODUCTS OR SUPPLIER OF SUCH SERVICES, IN ACCORDANCE WITH SUCH MANUFACTURER’S OR SUPPLIER’S WARRANTY, OR TO SEEK A RETURN AND REFUND FOR SUCH PRODUCT OR SERVICES IN ACCORDANCE WITH THE RETURNS AND REFUNDS POLICIES POSTED ON THIS Web Application. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CA– USES OF ACTION WHETHER IN CONTRACT OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY FIVE DOLLARS ($20.00) OR (B) THE VALUE OF YOUR PURCHASE ON THE Web Application.

 

21. Indemnity

 

You agree to defend, indemnify and hold Company and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Web Application or the Internet or your placement or transmission of any message or information on this Web Application by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claims or damages that arise as a result of any User Submission that you provide to Company; or (vi) any other party’s access and use of the Web Application with your unique username, password or other appropriate security code.

 

22. Release

 

In the event that you have a dispute with one or more other users of the Web Application, you release Company (and our officers, directors, agents, parent, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

 

23. Termination

 

You or we may suspend or terminate your account or your use of this Web Application at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We may also block your access to our Web Application in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.

 

24. General

 

Any claim relating to, and the use of, this Web Application and the materials contained herein is governed by the laws of the Colorado, United States of America. You consent to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado. A printed version of these Terms and Conditions will be admissible in judicial and administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This Web Application is controlled and operated by Company from its offices within the State of California, United States of America. Company makes no representations or warranties that the Content of this Web Application is appropriate or lawful in any jurisdictions outside the United States or the United Kingdom. Those who choose to access this Web Application from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

 

We do not guarantee continuous, uninterrupted or secure access to our Web Application or Services, and operation of the Web Application may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Company in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Sections 6 (Your License to Us), 17 (Access and Interference), 20 (Disclaimers), 21 (Limitation of Liability), 22 (Indemnity) and 23 (Release) shall survive any termination or expiration of this Agreement.

 

25. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE

 

In operating the Web Application, we may act as a services provider (as defined by DMCA) and offer services as an online provider of materials and links to third party Web Applications. As a result, third party materials that we do not own or control may be transmitted, stored, accessed or otherwise made available using the Web Application. Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Web Application. Company has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of Company or of a third party, or that has otherwise violated any intellectual property laws or regulations, or any of the terms and conditions of this Agreement. If you believe any material available via the Web Application infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA (17 U.S.C. Sect. 512(c)(2)). We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content.

 

Identify the copyrighted work or other intellectual property that you claim has been infringed;

Identify the material on the Site that you claim is infringing, with enough detail so that we may locate it on the Site;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

Your address, telephone number, and email address; and

Your physical or electronic signature.

We may give notice to our users of any infringement notice by means of a general notice on any of our Web Applications, electronic mail to a user’s e-mail address in our records, or by written communication sent by first-class mail to a user’s physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

 

Your physical or electronic signature;

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 from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person; and
5. The written consent to process your personal data provided to us.

 

26. Entire Agreement

 

The terms and conditions of this Agreement are the entire agreement between the user and Company and supersede any prior understandings or agreements (written or oral).