ACCEPTANCE OF TERMS
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Company reserves the right, at its sole discretion, to modify or replace any of the Terms, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms constitutes acceptance of those changes.
RULES AND CONDUCT
As a condition of use, you hereby agree not to use the Service for any purpose that is prohibited by the Terms. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use. You are responsible for all of your activity in connection with the Service. For purposes of the Terms, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Company or its partners on or through the Service. The term "User Submissions" includes, without limitation, any videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by a User or Member on this site (both as defined in the REGISTRATION section below).
By way of example, and not as a limitation, you shall not (and shall not permit any third party to), intentionally or otherwise, (i) take any action; (ii) copy, distribute, or disclose any part of the Service in any medium; (iii) alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; or (iv) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that, intentionally or otherwise:
• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
• you know is false, misleading, untruthful or inaccurate;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
• constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or
• impersonates any person or entity, including any employee or representative of Company
• proposes any kind of investment, any kind of gambling proposition or game of chance, any sweepstakes or lottery or any project of any kind that has not been expressly authorized in writing by Company.
Additionally, you shall not, intentionally or otherwise: (v) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company's (or its third party providers') infrastructure; (vi) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (vii) bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (viii) run Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (ix) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site. If you undertake any of the previously mentioned actions, Company may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability at Company's sole determination.
You shall not (directly or indirectly, intentionally or otherwise,):
(i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction,
(ii) modify, translate, or otherwise create derivative works of any part of the Service, or
(iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
(iv) violate any law, statute, ordinance or regulation;
(v) relate to services of, efforts to, or sales of items, including but not limited to,
a. narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety,
b. drug paraphernalia,
c. items that encourage, promote, facilitate or instruct others to engage in illegal activity,
d. items that promote hate, violence, racial intolerance, or the financial exploitation of a crime,
e. items that are considered obscene,
f. items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction or that may or may not defame negate make use of exploit of or infringe any copyright;
g. certain sexually oriented materials or services;
h. ammunition, firearms, or certain firearm parts or accessories, or certain weapons or knives regulated under applicable law; or
i. any other action that may be construed as a furtherance of or a criminal act
(vi) relate to transactions that
a. show the personal information of third parties in violation of applicable law,
b. support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs,
c. are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card,
d. are for the sale of certain items before the seller has control or possession of the item,
e. are by payment processors to collect payments on behalf of merchants,
f. are associated with the following Money Service Business activities: the sale of traveler's checks or money orders, currency exchanges or check cashing, or
g. provide certain credit repair or debt settlement services or other spam;
(vii) involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent;
(viii) violate applicable laws or industry regulations regarding the sale of, including but not limited to,
a. tobacco products, or
b. prescription drugs and devices;
c. involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from Company and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law. You shall abide by all applicable local, state, national and international laws and regulations and you shall indemnify the Company from any and all legal actions that may arise from your violation of local, state, national and international laws.
(ix) that may or may not defame negate make use of exploit of infringe any copyright
Company does not guarantee that any Content or User Submissions will be made available on the Site or through the Service. Company has no obligation to monitor the Site, Service, Content, or User Submissions. However, Company reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have violated the Terms), or for no reason at all and (ii) to remove or block any User Submissions from the Service.
GrokStudio.com provides a place for the individuals to participate in the supporting of the possible development, production, financing, and distribution of certain projects and to share and exchange supporting comments in the appropriate forums and otherwise support in the furthering of content creation ("Users"). All visitors to Site, whether registered or not, are Users. If you register with Site you become a "Member" and gain access to certain features, including the ability to post certain information about a creative project(s) ("Project" or "Projects") on the Service and interact with other Members about the Projects. You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Site and select a password and screen name ("User ID"). You shall provide Site with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your Site account. You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. Site reserves the right to refuse registration of or cancel a User ID and domain at its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Site password. You shall never use another user's account without such other user's express permission. You will immediately notify Site in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
PROJECTS: FUND-RAISING AND COMMERCE
GrokStudio.com is a venue for fund-raising and commerce. Site promotes, displays, and allows for certain individuals, selected by Company, to list Projects and raise funds from Users for certain Projects that maybe produced and distributed by a third party ("Project Creators"). Funds for Projects are raised by offering to Users various pre-purchasable limited edition, collectable, and/or exciting products and experiences ("Products"). The Products are to be developed, produced, manufactured and/or distributed by a third party ("Product Creators"). All funds are collected for Project Creators and Product Creators by our then current payment system. Neither Company nor Site, at any time, receives or holds any monies intended for Project Creators, Product Creators, or for anyone else associated with the financing, production, distribution, advertising promotion or other exploitation of the Projects..
It is solely your choice to contribute to a Project. You may pre-purchase Products in order to contribute to any Project in any amount you choose. You may pre-purchases as many Products as you like. You understand that making a pre-purchase of a Product in order to contribute to a Project does not give you any rights in or to that Project, including without limitation any ownership, control, or distribution rights or any right to share in revenues from the Project, and that the Company, Site, Project Creator(s) and Product Creators(s) shall be free to solicit other funding for the Project(s), enter into contracts for the Project(s), allocate rights in or to the Project(s), and otherwise direct the Project(s) in its sole discretion. In all respects, Users are pre-purchasing a product for future delivery. Users do not have an ownership right to any part, portion, or piece of the Project(s) or any intellectual property rights associated with the Project(s) or any element of any of the foregoing, including but not limited to creation, production, manufacturing, or distribution. Users further understand that nothing in the Terms or otherwise limits neither Company's nor Site's rights to enter into agreements or business relationships relating to Project(s).
Neither Company nor Site shall not be liable for your interactions with any organizations and/or individuals found on or through the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on Site. Neither Company nor Site oversee the performance or punctuality of projects. Neither Company nor Site is responsible for any damage or loss incurred as a result of any such dealings. Neither Company nor Site guarantee that the goods will be delivered or satisfactory to you. All dealings are solely between you and such organizations and/or individuals. Neither Company nor Site is under any obligation to become involved in disputes between Users and/or Project Creators and Product Creators, or between other Users of Site and any third party. In the event of a dispute, you release the Company and Site as well as any and all of its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.
Projects listed on Site are not necessarily solely completed by funding obtained through Company. Usually more than one entity is involved in the creation, production, and distribution of a Project. Though Company cannot be held liable for the actions of a Project Creator or Product Creator or for anyone else associated with a Project, Project Creators and Product Creators are nevertheless wholly responsible for fulfilling obligations both implied and stated in any Project listing they or Company posts. Company reserves the right to cancel a Project and refund all associated User payments at any time for any reason. Company reserves the right to remove a Project listing for any reason at any time. Actions beyond Company's control cannot guarantee that a full funding and subsequent fulfillment of project and the development, production, distribution and manufacture of a Project.
Company makes no guarantees regarding the performance or fairness of our then current payment system. Additionally, because of occasional failures of some credit cards, Company cannot guarantee the full receipt of the targeted amount.
Upon receipt of your Product you fully release Company from any and all obligation, requirements, or other responsibilities for actions or completions of promised acts or products for other previously assumed obligations or otherwise previously established assumed obligations. Any relationship that may have been assumed or arisen between you and Company dissolves and ends with Company's delivery or product.
Project Creators and/or Product Creators may initiate refunds at their own discretion. Company is not responsible for issuing refunds for funds that have been collected by Project Creators and/or Product Creators.
Company reserves the right to cancel, interrupt or suspend a listing at any time for any reason.
Company makes no representations regarding the deductibility of any Contribution for tax purposes. Please consult your tax advisor for more information.
FEES AND PAYMENTS
Joining GrokStudio.com is free. However, we may from time to time charge fees for certain services. The collectors of fees for Company may change from time to time. Users will be notified of fee collectors' identity before making a submission of funding. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged. Company is not responsible nor makes any promises that such notice will be available by third party fee collectors. It is your responsibility to be aware of the terms and fees of the third party fee collector. Company and then current payment system shall have some non-refundable fees associated with the service. It is your responsibility to know of the fees and understand and accept paying those fees before using Service. Company shall not be held in anyway responsible for the terms and fees that third company provides or does not provide. User shall hold harmless Company and its officers from any responsibility associated with the third party fee collectors. Company may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the Sites.
You are responsible for paying all fees and applicable taxes associated with your use of the Site. In the event a listing is removed from the Service for any reason whatsoever, all fees (not the amount paid) paid by company to third party vendors will be non-refundable, unless in its sole discretion Company determines that a refund is appropriate.
Although every Project shall have a set price or fulfillment price ("Price") and date by which the Project must reach fulfillment ("Fulfillment Date"), Company reserves the unique and exclusive right to change or amend the Project's Price and Fulfillment Date at any time Company deems necessary.
THIRD PARTY SITE
The Service may also permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access user submitted third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
CONTENT AND LICENSE
You agree that the Service contains Content specifically provided by Company, Project Creator, Product Creator, its partners, or others and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets and/or other proprietary rights and laws. You shall abide by and maintain all laws and moral and ethical rules pertaining to the protection of Content copyrights, trademarks, service marks, patents, trade secrets and/or other proprietary rights and laws. You shall maintain all disciplined vigilant non-use of Content and review and accept all copyright notices, information, and restrictions contained in any Content accessed through or described or mentioned on the Service.
Company does not at any time grant users of the Site and/or Service any and all rights whatsoever other than as stipulated herein. All worldwide rights including but not limited to the exclusive, sub licensable and transferable rights or license to use, modify, reproduce, promote, exchange, market, or define the Content for any reasons and/or in any manner are solely reserved for Company or Creators or Project Creators. Any use, reproduction, modification, distribution or storage of any Content in any form or format, including but not limited to personal, non-commercial use, is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit or support the use or exploitation of any Content for any use including but not limited to for commercial use or in any way that violates any third party right. Subject to the Terms you are hereby granted a non-exclusive, limited, personal license to use the Service. Company reserves all rights not expressly granted herein in the Service and the Grok Studio Content. Company may terminate this license at any time for any reason.
THIRD PARTY INTELLECTUAL PROPERTY — COPYRIGHT NOTIFICATIONS
Company respects the intellectual property of others, and we require our users to do the same. Company may, in certain circumstances and at its discretion, terminate the accounts of users who infringe threaten to infringe or seem to threaten to infringe or otherwise support any threats or apparent threats of the intellectual property rights of others. Company will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright.
If you believe that work on site has been copied in a way that constitutes copyright infringement, please provide Grok Studio's Copyright Agent with a written notification containing at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Site, sufficient for Company to locate the material;
• your address, telephone number, and email address;
• 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; and
• a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please provide the Grok Studio's Copyright Agent with a written counter-notification containing at least the following information (please confirm these requirements with your legal counsel or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
• a physical or electronic signature of the subscriber/user of the Services;
• 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 made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• the subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that Company may ignore such incomplete or inaccurate notices without liability of any kind.
FEDERAL LAW STATES, UNDER SECTION 512(F) OF THE COPYRIGHT ACT, 17 U.S.C. §512(F), IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Our designated copyright agent for notice of alleged copyright infringement is:
INTELLECTUAL PROPERTY RIGHTS — USERS
The Service may provide Users with the ability to add, create, upload, submit, distribute, collect, or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By submitting User Submissions on the Site or otherwise through the Service, you:
• acknowledge that by submitting any User Submission to the Site, you are publishing that User Submission, and that you may be identified publicly by your User ID in association with any such User Submission;
• by submitting any User Submissions through the Site or the Service, you hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub licensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Projects, the Site, the Service and Company's and the Project Creators' (and their successors, licensees and assigns') business, including without limitation for promoting and redistributing part or all of the Projects, the Site and the Service (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
• represent and warrant, and can demonstrate to Company's full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by the Terms and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual's identifying or personal information as contemplated by the Terms; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to Company and all users of the Service;
• You agree not to post User Content 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, to any other person, or to any animal or other life-forms; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current.
• You agree to pay all amounts including but not limited to all royalties and other amounts owed to any person or entity due to any User Submissions to the Service; and that by posting do not subject company to any liability, fiduciary responsibility that you may have neglected or may exist or may be assumed to exist
• that the use or other exploitation of such User Submissions by Company and use or other exploitation by Users of the Site and Service as contemplated by the Terms will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
• understand that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by You; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
Company does not endorse and has no control over any User Submission. Company cannot guarantee the authenticity of any data that Users may provide about themselves. You acknowledge that all Content accessed by You using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
Company does not take any User Submission in relation to possible derivative works to be created, produced, manufactured, or distributed. Any attempts of submission, submission, posting, commenting, or actions that may be deemed as a submission for a possible idea of a derivative work shall be immediately deleted. Company does not have any responsibility for protecting you from others possibly stealing your idea submission after it has been posted. That is solely your responsibility.
Company takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Company is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Company shall not be liable for any damages you allege to incur as a result of such User Content and you release company from any and all such responsibilities. You are solely responsible for your interactions with other Site Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
COMPANY'S PROPRIETARY RIGHTS
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the "Grok Studio Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Company and its licensors. Except as explicitly provided herein, nothing in the Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Grok Studio Content or materials on the Service for any purpose not expressly permitted by the Terms is strictly prohibited.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot and do not guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Company may cancel or remove a Project or the whole Site from view or use at any time for any reason whatsoever either temporarily or permanently. Company may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If You wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You acknowledge that your contributions to Projects are made without any expectation of any return of any kind. Your contributions are not investments. Company makes no warranty of any kind regarding the Projects, and you acknowledge that a Project to which you contribute may never be completed, may not conform to your expectations or to the description of the Project provided on the Site, may not be commercially or critically successful and may not be distributed widely or at all. You understand that financial, creative and other considerations may cause the Projects to change substantially from the Project description on the Site. If an sort of premium or benefit is offered to Users who contribute to a Project, the User's right to receive the premium or benefit and any issues with the timing, delivery, quality or any other matter relating to the premium or benefit are solely between the User and the Project Creator and the Company has no responsibility for the same. In the event that you breach any obligation that you may have to Company or to any Project Creator, you automatically forfeit any right that you may have to any premium or benefit in connection with a Project. Company also makes no warranty that the Project Creators are capable of completing or otherwise proceeding with the Projects. Company makes no representation that the Projects are original or that they do not infringe third party rights, and Company will have no liability of any kind regarding anything included or not included in the Projects.
Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICES AND THE PROJECTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless Company, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Terms, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, PROJECT CREATORS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE LESSER OF ONE-HUNDRED U.S. DOLLARS ($100.00) OR THE AMOUNT OF YOUR CONTRIBUTION TO THE APPLICABLE PROJECT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER AND/OR (VIII) ANY FAILURE BY PROJECT CREATORS TO MEET USER EXPECTATIONS. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. The Service is controlled and operated from its facilities in the United States. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S.
Accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local and United States laws. You acknowledge that you have the ability to abide by all such rules and laws, ethics, and morals as set forth herein.
ELECTRONIC DELIVERY/NOTICE POLICY AND YOUR CONSENT
By using the Services, you consent to receive from Company and/or Site all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, "Contract Notices") electronically. Company may provide such electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Site and Services.
A. Governing Law. These Terms of Service (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the company (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over Company or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of California. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in Los Angeles County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding. B. Notification Procedures. Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. C. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
INTEGRATION AND SEVERABILITY
The Terms are the entire agreement between you and Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of the Term is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms are personal to you, and are not assignable, transferable or sub licensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.