- You understand and acknowledge the Company does not own or control any information, data, communications, messages, texts, files, images, photos, graphics, videos, audio or other materials, including, without limitation, questions, responses, and related data, posted, presented, displayed or published on, or transmitted, distributed or otherwise linked through the Site (individually and collectively, “Publish” or any derivatives thereof as the context dictates) by you or by a third party (the “Content”). You understand and agree the Company does not control, is not responsible for, and expressly disclaims all representations and warranties with respect to all liability related to or arising from, the Content. Unless expressly stated otherwise, the Company does not verify or endorse any Content and does not guarantee the accuracy, integrity, quality or appropriateness of any Content. You are responsible solely for your access to, use of and/or reliance on, the Content, and you understand you use and rely on such Content at your sole risk. Under no circumstances will the Company be liable in any way for any Content or for any loss or damage of any kind incurred as a result of your use of any Content. Notwithstanding anything to the contrary set forth herein, the Company, in its sole discretion, reserves the right to refuse, move, modify or delete any Content for any reason, with or without notice to you.
- If you Publish Content, you hereby represent and warrant to the Company: (i) you either own all right, title and interest in and to such Content, or you possess sufficient rights, approvals, licenses, consents and permissions as are necessary to Publish such Content to the Site; and (ii) without the Company’s prior written consent, no Content relates to or references: (A) firearms, explosives, or weapons, or instructions on how to assemble or otherwise make any of the same; (B) Content that may be unsuitable for or harmful to children under the age of thirteen (13); (C) pornography, sexually explicit adult entertainment, prostitution or escort services or products; (D) controlled substances or pharmaceuticals; (E) fraudulent, counterfeit or stolen products or services or pirated computer programs; (F) registered or unregistered securities; (G) illegal or unlawful content, products or services; (H) promotion(s) of hate and bigotry, act(s) of violence or terrorism, or commission(s) of crimes or illegal activities; (I) products or services from a U.S.’ embargoed or blacklisted country, individual or entity; (J) Content which reasonably could be deemed to be libelous, defamatory, scandalous, threatening, coercive or harassing; (K) Content which 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; (L) Content which may create a risk of any other loss or damage to any person or property; (M) Content that you know is not correct and current; (N) Content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (O) Content which violates or misappropriates any third party intellectual property, moral, privacy or other right; (P) other Content that the Company reasonably believes might damage the Site’s and/or the Company’s brand or reputation; and/or (Q) Content which could cause the Company to violate any law or regulation.
- RESTRICTIONS ON ACCESS AND USE
- Any and all activities which are harmful to, inconsistent with, or disruptive of the Site and the beneficial use and enjoyment of the Site are expressly prohibited. Accordingly, you hereby agree not to: (i) perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded by or downloaded by, any end user any “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other like form of solicitation; (ii) use the Site in any manner that, in the Company’s sole discretion, could damage, disable, overburden, or impairs the Site; (iii) attempt to gain unauthorized access to the Site, or any part of the Site, other accounts, computer systems or networks connected to the Site, or any part of the Site, through hacking, password mining or any other means; (iv) modify the Site in any manner or form, or use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site; (v) perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded or downloaded by, the Site or any end user any software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Site; (vi) perform or facilitate any act which interferes with or disrupts the Site or servers or networks connected to the Site; (vii) purposefully post Content in an irrelevant category; (viii) impersonate any person or entity, falsely state or misrepresent your affiliation with, or violate any contractual or fiduciary relationships of or with another person or entity, including, without limitation, the Company; (ix) misrepresent the source of, identity of, or information contained in any Content transmitted via the Site; (x) use any robot, spider, scraper or other automated means to access the Site and collect content for any purpose without the Company’s express written permission; (xi) remove, circumvent, disable, damage or otherwise interfere with: security-related features of the Site, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on use of the Site; (xii) access the Site in order to build a similar or competitive website, product, or service or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (xiii) permit direct or indirect access to or use of the Site in a way that circumvents applicable laws or promotes hate and bigotry, act(s) of violence or terrorism, or commission(s) of crimes or illegal activities.
- The Company has the right, but not the obligation, to regulate all conduct on the Site for any reason, in any manner and by any means the Company, in its sole discretion, deems necessary or appropriate, including, but not limited to: automated and manual screening, blocking, filtering, authorization, verification, and the deletion and/or termination of Content and/or all or any use or access. You hereby represent, warrant, and covenant to the Company your use of the Site is and will at all times be in accordance with all applicable laws, rules and regulations, and without infringement or misappropriation of any intellectual property or other right of a third party; and you will not engage in deceptive, fraudulent, misleading, illegal or unethical business practices.
- You understand and agree the Company may block your email or IP address, or otherwise terminate your access to or use of the Site (or any part thereof), immediately and without notice, if the Company believes you breached any term or condition set forth herein, without liability or penalty to you.
- PROPRIETARY RIGHTS
- As between you and the Company, all software embedded in the Site and owned and controlled by the Company (the “Software”), and the Site, are and will remain the sole and exclusive property of the Company. You agree not to take any actions inconsistent with the Company’s ownership of each of the Company’s rights in and to the Software and the Site. Except as otherwise expressly granted in these Terms, you will not have or acquire any rights or interest in or to the Software or the Site. You acknowledge the Software contains proprietary information and trade secrets of the Company. You agree you will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties, whether in whole or in part, except as authorized by these Terms; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including, without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; (iv) use or distribute the Software in violation of any applicable laws or regulations; (v) possess or use the Software in any format other than machine-readable format; or (vi) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Software or the Site.
- All content and materials available on or through the Site, including, but not limited to, training materials (the “Company Content”), are the property of the Company, or its licensors, or where indicated, other third parties, and are protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted by the Site or through the Company Content are reserved. No Company Content or other materials from the Site may be copied, reproduced, republished, uploaded, posted, transmitted, displayed, sold, licensed, or distributed in any way. Modification of the Site’s content or materials, or use of the Company Content or other materials for any other purpose is a violation of copyright laws and other proprietary rights. For purposes of the Policies, the use of any such Company Content or other material on any other website or networked computer environment is expressly prohibited.
- You agree to report immediately to the Company, and to use best efforts to stop immediately, a violation of any term or condition set forth in this Section 3. Further, you acknowledge and agree the Company owns all right, title and interest in and to the Site, including, without limitation, in and to the Company’s owned or controlled graphics, logos and trademarks, applications, multimedia content, or other information, and the look, feel, layout and organization of the Site (collectively the “Materials”). Nothing set forth in these Terms shall be construed as granting, by implication, estoppel or otherwise, a license or right to use the Materials and all such Materials are copyright © 15Five, Inc., all rights reserved.
- The Company does not own or claim ownership of any Content that you Publish; provided, however, that you hereby grant, and upon Publication automatically grant, to the Company a perpetual, irrevocable, unlimited, fully paid-up, royalty-free, transferable, fully sub-licensable (through multiple tiers), Territory-wide license to reproduce, copy, perform, publish, display, post, modify, distribute, incorporate into other works, prepare derivative works of, and otherwise use all Content you Publish solely in connection with the operation of the Site and the other purposes expressly set forth in these Terms. You hereby agree you do not have the right to review, approve, or otherwise receive notice of the Company’s use of any Content.
- INTERACTIONS WITH OTHER PARTIES THROUGH THE SITE
- The Site may contain links to third party websites and services, and/or display advertisements for third parties (collectively, “Third Party Links and Ads”). Third Party Links and Ads are not under the Company’s control, and the Company is not responsible for any Third Party Links and Ads. The Company provides access to Third Party Links and Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Links and Ads.
- Any business relationship, exchange of data or other interaction between you and a third party, and/or any purchase, download or use by you of any of the Third Party Links and Ads (each, a “Third Party Interaction”), is solely between you and such third party, and you hereby release and hold the Company harmless from, and will look to such third party with regard to, any claims relating to or arising out of a Third Party Interaction. When you click on any of the Third Party Links and Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. The Company is not a party to, has no involvement or interest in, makes no representation, warranty or guaranty with respect to, and has no obligation in connection with, any communication, transaction, interaction, dispute or any relation whatsoever between you and any third party through the Site; including, but not limited to, interactions related to payment and delivery of items and services, and any other terms, conditions, warranties or representations associated with such Third Party Interactions.
- You hereby acknowledge and agree: the Company may rely on services, data or information provided or generated by certain third party products and services in the course of providing the Site and such information may be incorporated into the Site; the Company specifically does not warrant the accuracy, reliability or completeness of any such data and information; and you agree the Company will not be liable for any acts or omissions based on its reliance thereon.
YOU HEREBY AGREE YOUR USE OF THE SITE AND THE CONTENT IS AT YOUR SOLE RISK AND THAT YOU WILL BE RESPONSIBLE SOLELY FOR ANY DAMAGE OR LOSS TO YOU OR YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SITE AND/OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, THE DOWNLOAD OF FILES, SOFTWARE AND/OR ANY GRAPHICS OR OTHER CONTENT. THE SITE, AND THIRD PARTY CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY, AND ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS AND LICENSORS (COLLECTIVELY, THE “REPRESENTATIVES”) EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, TITLE AND NON-INFRINGEMENT. NEITHER THE COMPANY NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY THAT THE SITE OR THIRD PARTY CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO THE COMPANY OR ITS REPRESENTATIVES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY, TRUTHFULNESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THE COMPANY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES FOR GOODS OR SERVICES RECEIVED THROUGH OR ADVERTISED ON THE SITE OR ACCESSED THROUGH ANY LINKS ON THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THE SITE RELIES UPON THIRD PARTY SOFTWARE AND HARDWARE FOR CERTAIN FUNCTIONS AND THE COMPANY MAKES NO REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE TO YOU THAT SUCH SOFTWARE OR HARDWARE WILL BE ERROR FREE, ACCOMPLISH A SPECIFIED PURPOSE, OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND THE COMPANY WILL NOT BE LIABLE TO YOU FOR ANY FAILURE THEREOF.You acknowledge that applications are computer code subject to flaws and acknowledge that you are solely responsible for evaluating the trustworthiness of any third party websites, products, smart-contracts, or content you access or use through the Site. These terms and conditions set forth herein in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing the Site.
- LIMITATIONS OF LIABILITY
IN NO EVENT WILL THE COMPANY, OR ANY OF ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, LOST PROFITS, REMOTE, COVER, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THESE TERMS OR THE USE OR THE INABILITY TO USE THE SITE, OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR BUSINESS OPPORTUNITY OR LOSS OF DATA, EVEN IF SUCH THE COMPANY AND/OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL HAVE ANY LIABILITY TO YOU FOR ANY ACTION OF ANY THIRD PARTY OR ANY THIRD PARTY-PUBLISHED CONTENT. THE COMPANY’S MAXIMUM LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES AND CLAIMS ARISING OUT OF THESE TERMS AND/OR FROM THE USE OF THE SITE, OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, IS LIMITED TO ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. No claim may be asserted by you against the Company more than twelve (12) months after the termination or expiration, as applicable, of these Terms.
At your sole cost and expense, you hereby agree to defend and hold harmless the Company and its affiliates, subsidiaries, officers, directors, shareholders, employees, consultants, representatives, agents, successors and assigns (the “Indemnitees”) in any action or claim, and to indemnify the Company and its Indemnitees from and against any and all losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) arising from such action or claim and related to: (i) your breach of any term or condition, or of any of your representations or warranties, set forth in these Terms; (ii) a Third Party Interaction; (iii) your use of and access to the Site; (iv) any Content Published by you; and/or (iv) your violation of applicable law.
- GOVERNING LAW AND JURISDICTION These Terms are governed by, and interpreted in accordance with, the laws of the State of California except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. You hereby consent to the exclusive jurisdiction and venue of the federal and state courts located in San Francisco, California with regard to any suit or claim arising from or under these Terms or your use of the Site.
- DISCLOSURES Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Site is provided by 15Five, Inc. If you have any questions, concerns, or complaints regarding the Site, please contact the Company, by either sending: (i) an email to [email protected]; or (ii) a letter, first class certified mail, to 15Five, Inc., 3053 Fillmore St., #279, San Francisco, CA 94123.If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
- CONSENT TO USE OF ELECTRONIC SIGNATURES AND RECORDS
As a convenience and courtesy to you, the Company provides access to the Site online which may require you to enter into agreements or receive notices electronically. Accordingly, you acknowledge and agree that by clicking “I Agree” or “I Accept” anywhere on the Site or by otherwise agreeing to the terms and conditions set forth in any agreement posted on the Site: (a) you agree to conduct electronically the particular transaction into which you thereby enter including, without limitation, entering into these Terms; (b) you have read and understand the electronic copy of electronic contracts, notices and records, including, without limitation, these Terms, the Policies and any amendments hereto or thereto; (c) you agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter; (d) you are capable of printing or storing a copy of electronic records of transactions into which you enter including, without limitation, these Terms and any amendments hereto; and (e) you agree to receive electronically information about the Site, and other electronic records into which you thereby enter including, without limitation, these Terms; provided, however, you will not receive electronic communications related to marketing without your affirmative consent to receipt of marketing communications as set forth in these Terms.If you wish to withdraw this consent, please contact us at [email protected], in which case the Company shall have the right to terminate your use of the Site.
These Terms are made for the benefit of the parties only and there are no intended third party beneficiaries. A party’s failure to exercise any of its rights under these Terms will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default. The provisions of these Terms that by their nature and context are intended to survive the performance and termination of these Terms, will survive the termination of these Terms. If any part(s) of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect. At all times, you agree the Company may use or incorporate any suggestions or recommendations submitted by you without compensation or attribution to you, and you hereby assign to the Company all rights, title and interest in and to such suggestions or recommendations.