By completing the online sign up process ("the Online Registration Process") , you acknowledge that you have read and agree to be bound by the below Smarta terms and conditions and the EULA of each of the Component Partners in the Smarta Business Builder package you select.
An individual who completes the Online Registration Process confirms that he or she is authorised to enter into these terms and conditions and the EULA of each of the Component Partners on behalf of the Subscriber.
If you completed the Online Registration Process prior to 26/08/2011 you have agreed to be bound by Terms and Conditions stated previously, a copy of which can be found here: http://smarta.com/businessbuilder/terms-and-conditions-previous
YOUR AGREEMENT WITH SMARTA/ SMARTA TERMS AND CONDITIONS
By agreeing to these terms and conditions you acknowledge that you have read and agree to be bound by these terms and conditions of Smarta and the terms and conditions and end user licence of each of the Component Partners (together being referred to as an "EULA") in the Smarta Business Builder package you select. The first time that you log in to use Smarta Business Builder you will be provided with a link to the EULAs for the Component Partners in the Smarta Business Builder package you select and asked to agree to them. If you do not agree to any such EULA you should not proceed to use Smarta Business Builder or any Component Services and you should cancel your Subscription by emailing firstname.lastname@example.org within the Cooling Off Period. Once we receive such notice of cancellation we will refund any monies we have received from you in respect of that package and you will have no right to use Smarta Business Builder or any of the Component Services.
You also confirm that you are authorised to enter into these terms and conditions and the EULA of each of the Component Partners on behalf of the Subscriber.
As a subscriber to Smarta Business Builder, you are responsible for ensuring that any users who access the Smarta Business Builder services through your account comply with these terms and conditions and those of each of the component partners who supply those services.
Introduction, Your Agreement to these and Our Component Partner's Terms and Conditions and Definitions
Smarta Enterprises Limited ("Smarta" or "we" "us "our" etc) (Company Number 05859899) whose registered office is at Finsgate, 5-7 Cranwood Street, London, EC1V 9EE, United Kingdom, offers selected packages of services, called Smarta Business Builder™, for small business customers in the UK to subscribe to. You should not subscribe for such services if you are not a business user or if you are located outside the UK.
Smarta aggregates the services of trusted third parties ("Component Partners") and offers a single monthly subscription to small businesses in the UK to access those services known as Smarta Business Builder™ ("Smarta Business Builder"). Smarta is responsible for charging users of Smarta Business Builder on a monthly basis, and subject to the subscriber's account being in good standing as per the terms and conditions below, will arrange for subscribers to have access to the services available in the package they have selected on these terms and conditions and Smarta will provide Level-1 customer support. Smarta will not have any responsibility in respect of such services save as set out in this paragraph and more fully explained in these terms and conditions. Component Partners are responsible for providing their respective services included in Smarta Business Builder™ to subscribers upon the terms and conditions applicable to their individual services.
A list of Component Partners and links to their respective terms and conditions and EULAs are shown below. Please note that our Component Partners and their EULAs are subject to change from time to time and you should check this page on our website at /businessbuilder/terms-and-conditions regularly for the up to date position:
- Sitemaker Software Limited (Moonfruit)
- Electric Mail (International) LP (Fusemail)
- Epoq Group Limited
- Palo Alto Software Inc
- eNom Inc.
- Intuit Inc.
In these terms and conditions the following words and expressions have the following meanings:
1.1 Any reference to the "Subscriber" "you" or "yours" etc shall mean the person, company firm or entity whose name is shown in the "Business/Company Name" section of the Registration Process and to which the Services will be provided;
1.2 "Account" means your Smarta Business Builder account which is opened by us automatically on the Effective Date;
1.3 "Add-Ons" or "Optional Add-Ons" means the right for named additional authorised users to access and use the Smarta Business Builder Services which are purchased during the Registration Process or later during any Upgrade Process;
1.4 "Authorised User" means each user other than the Primary User to which the Primary User has allocated a user ID and password in order for that user to use the Smarta Business Builder Services and/or for which you have subscribed by way of Add-On and paid the appropriate fee. Authorised Users may include other employees, or freelancers, or professional advisors, such as accountants who the Subscriber/Primary User wants to have access the service on their behalf;
1.5 "Billing Date" means the date in each month on which you will be charged your monthly Subscription Fee being the date on which the first payment of your monthly Subscription Fee is [charged by us to] your debit or credit card (where you pay by debit or credit card) or the first day on which your Direct Debit in our favour becomes effective (for payments by direct debit) and the same date in each subsequent month;
1.6 "Billing Month" means a period of one month starting on each Billing Date and ending on the day before the immediately following billing date;
1.7 "Component Partner" has the meaning shown above;
1.8 "Component Services" or "Component" means an individual software as a service application or service available as part of Smarta Business Builder™ from time to time and provided by a Component Partner;
1.9 "Cooling Off Period" has the meaning shown in clause 4.6
1.10 "Effective Date" has the meaning shown in clause 2.2;
1.11 "EULA" has the meaning shown above;
1.12 "Insolvency Event" means if:
1.12.1 Any action is taken for or with a view to the winding up of the Subscriber or a petition is presented for the making of an administration order in respect of the Subscriber or such an order is made or the Subscriber becomes insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or makes any proposal to, or enters into dealings with, any of its creditors with a view to avoiding, or in expectation of insolvency, or stops or threatens to stop payments generally or an encumbrancer takes possession or a receiver is appointed of the whole or any material part of the assets of the Subscriber ; or
1.12.2 the Subscriber is the subject of a bankruptcy petition or order.
1.13 Level-1 customer support means the support services consisting of i) handling and responding to basic order processing and payment questions and ii) basic connectivity troubleshooting, including but not limited to questions related to browsers and supported firewalls. If Smarta is unable to answer the Subscriber's questions, Smarta will pass the Subscriber to the applicable Component Partner who will provide additional product specific support.
1.14 "Primary User" means the individual named in the Registration Process as the primary user of the Smarta Business Builder Services;
1.15 "Registration" means completion of the Online Registration Process or the Written Registration Process;
"Registration Process" means the Online Registration Process or Written Registration Process ( each as defined above).
1.16 "Site" means the Smarta Business Builder web pages found at http://sbb.smarta.com and /businessbuilder as well as individual web pages hosted by Component Partners;
1.17 "Smarta Business Builder" has the meaning shown above;
1.18 "Smarta Business Builder Services" or "Services" means the Smarta Business Builder package of Component Services and any Add-Ons which you select upon Registration or any Upgrade;
1.19 "Subscriber" has the meaning shown above;
1.20 "Subscription" means your right to use the Smarta Business Builder Services once accepted by Smarta in accordance with clause 2.2;
1.21 "Subscription Fee" has the meaning shown in clause 4.1;
1.22 "Upgrade" means completion of the upgrade process within the "My Profile" section of the Smarta Business Builder web pages for you to receive a higher package of Smarta Business Builder or to add further Add-Ons or Authorised Users or to do both.
2. Becoming a Subscriber and Certain ongoing obligations
2.1 To use the Smarta Business Builder™ Services you must (a) comply with these terms and conditions and (b) pay the Subscription Fee in accordance with the pricing and payment schedule for the Smarta Business Builder Services as set out on the Site - www.smarta.com/businessbuilder/signup
2.2 Your subscription to Smarta Business Builder will be accepted by us and will be effective once we have sent you a confirmation e-mail following your Registration (the "Effective Date"). You will be treated as having received that e-mail if it is sent to the e-mail address provided during the Registration Process. If you are unable to access that e-mail within 24 hours of completing the Online Registration Process or within 7 days of completing the Written Registration Process, you should contact us at - email@example.com.
2.3 You acknowledge that all services in the Smarta Business Builder Package that you select will be Component Services provided by Component Partners and that Smarta will not have any responsibility in respect of Component Services save for those obligations set out in these terms and conditions. You accept and agree to be bound by the EULA for each Component. .
2.4 You agree to provide Smarta and each applicable Component Partner with accurate information during the Registration Process and to keep it up to date by making any changes in the "My Profile" section of the Site. You agree that Smarta and each applicable Component Partner may rely on any information you provide. Smarta may suspend your use of the Smarta Business Builder™ Services, Site or any Component if you provide inaccurate information.
2.5 You warrant that Smarta Business Builder™ Services will be used for business purposes only and only for the purposes of the Subscriber's own business.
2.6 Smarta reserves the right not to accept any subscription to Smarta Business Builder for any reason and without giving any explanation.
2.7 Where we consider that you have been introduced to us by certain third parties, we may pay a commission to those third parties in respect of the introduction.
3. Passwords and Security and your responsibility for All Primary and authorised users
3.1 During the Registration Process the Primary User will be asked to enter their email address as their user ID and to select a password.
3.2 The Primary User will have the opportunity to create new user IDs and passwords for any Authorised Users by entering the user's email address and selecting a password.
3.3 Each user ID and password is personal to the Primary User or Authorised User concerned and is not transferable. User IDs and passwords should only be used by the Primary User or Authorised User you originally applied for and named in the Registration Process or Upgrade Process (and to whom they were originally allocated) and are not transferable.
3.4 You are responsible for maintaining the confidentiality of each user ID and password as well as all details of your Account.
3.5 You are fully responsible for all activities that occur under any user ID or password whether for any Primary User or any Authorised User or which relate to your Account.
3.6 You agree to immediately notify Smarta of any unauthorised use of any user ID or password or any other breach of security or unauthorised access to your Account or the Smarta Business Builder Services of which you become aware.
3.7 You are responsible for ensuring that the Primary User and all Authorised Users comply with these terms and conditions and with each applicable EULA whether such Primary User or Authorised User is an employee or member of the Subscriber or a freelancer, professional adviser or any other person. Any breach of these terms and conditions or any EULA by the Primary User or any Authorised User shall be treated as a breach by the Subscriber.
4. Payment and Refunds and cancellation during the Cooling Off Period
4.1 You agree to pay the subscription fee for Smarta Business Builder Services in accordance with the pricing and payment schedule [as set out during the Registration Process] and any applicable Upgrade Process the ("Subscription Fee").
4.2 The Subscription Fee may be paid by credit card, debit card or Direct Debit. In providing us with card details you warrant to us that you are an authorised user of the relevant card. By submitting bank account details, you warrant to us that you are an authorised signatory of that account.
4.3 You agree to pay your first monthly payment of the Subscription Fee on the Effective Date (or on such later date as your Direct Debit comes into effect). You agree to pay each subsequent monthly payment of the Subscription Fee on each Billing Date.
4.4 If you upgrade the Smarta Business Builder Services to a higher package or add Optional Add-Ons, you will be charged a one time upgrade fee, as specified at the time of upgrade, and your next monthly payment of the Subscription Fee will reflect the higher monthly fee applicable.
4.5 You are not permitted to downgrade your Smarta Business Builder Services to a lower package or cancel Add-Ons. Should you wish to do this, you must cancel your Smarta Business Builder Services in accordance with the provisions set out below and re-subscribe to Smarta Business Builder.
4.6 You may cancel your subscription without payment (save as provided below) within a period of fourteen days from (and including) the Effective Date (the "Cooling Off Period") by clicking the "Cancel" button within "Settings" section of the Smarta Business Builder web pages and by completing the cancellation form. You will not be charged a fee for Smarta Business Builder Services if you cancel your Subscription within the Cooling Off Period unless you have selected a personalised domain for creating your website and email address, in which case the charges in section 5.3 shall apply. If we have taken any payment from you and you cancel in accordance with this clause 4.6 within the Cooling Off Period, we will make a refund to you of any Subscription Fees you have paid for the Smarta Business Builder Services you have cancelled (other than any charges applicable to the personalised domain name referred to above).
4.7 Except where you cancel during the Cooling Off Period in accordance with clause 4.6, Smarta Business Builder will not make any refund of any Subscription Fee which you have already paid for any reason, save in the case of error on the part of Smarta.
4.8 Refunds may be given at the discretion of the management.
5. Cancellation outside the Cooling off Period.
The provisions of this section 5 apply to cancellation outside the Cooling off Period.
5.1 Subscription to the Smarta Business Builder Services is on a monthly basis and you can cancel your Subscription by following the instructions and cancellation procedures provided in the My Profile/Package information page of the Site.
5.2 If you decide to cancel your Subscription, you must do so no less than 7 days, and no more that 31 days, before your next Billing Date. If you cancel less than 7 days before your next Billing Date, you will be charged your monthly payment of the Subscription Fee due on that Billing Date and your cancellation will take effect on the Billing Date in the following month.
5.3 If you cancel your Subscription before you have paid 6 full monthly payments of the Subscription Fee and you have selected a personalised domain, we will charge you a £10 transfer fee to cover our costs in transferring the domain name to you. We will provide you with instructions on how to transfer your domain name to a different Registrar. Following cancellation of your Subscription you will remain solely responsible for transferring your personalised domain name to another Registrar and, apart from taking those steps which are set out in transfer instructions referred to in this clause 5.3, Smarta will have no further obligations in respect of that domain name and will not have any obligation to renew that domain name. You should arrange to transfer your personalised domain name to a new Registrar within 30 days of the date on which cancellation of your Subscription takes effect. Smarta will have no obligation to transfer your domain name after that 30 day period has come to an end, though it may in its sole discretion decide to do so.
6. Term and Termination and suspension
6.1 Your rights to use the Smarta Business Builder Services will start on the Effective Date and continue unless you cancel the Subscription in accordance with clauses 4 or 5 above or Smarta terminates the Subscription in accordance with any of the provisions in these terms and conditions.
6.2 Smarta may terminate your Subscription without refund immediately on notice if, in the reasonable opinion of Smarta, you have committed a material breach of these terms and conditions or any EULA or you undergo any Insolvency Event.
6.3 All EULAs relating to the Smarta Business Builder Services will terminate on termination of your Subscription for any reason:
6.4 On termination of your Subscription for any reason:
6.4.1 you will no longer have access to the Smarta Business Builder Services save as provided in clause 6.4.3;
6.4.2 Smarta and each Component Partner may immediately deactivate access to and archive the content held in the relevant Components and the termination provisions under the EULA of each applicable Component Partner on termination will apply save as provided in clause 6.4.3;
6.4.3 following termination we will allow you access to each Component Service in the Smarta Business Builder Services for such period (if any) as the applicable Component Partner allows you to access such Component Services after termination of its EULA but in any event for not more than 30 days. Such access is granted for such purposes only (if any) as are permitted under such EULA following termination of such EULA in order for you to retrieve any data that you need and you will not be permitted to make any further use of the Smarta Business Builder Services during such period. The provisions (if any) relating to retention of and access to your content which is held by Component Partners following termination of your Subscription will be governed by the terms of the EULA of the relevant Component Partner which apply on termination of that EULA. It is your responsibility to check that the provisions on termination of each applicable EULA are suitable for your purposes.
6.5 In the event of a failed payment or charge back by a credit card company (or similar action by another payment provider) in connection with payment of your Subscription Fee, Smarta may suspend access to the Site and the Smarta Business Builder Services. Smarta may reinstate your rights to these Services solely at Smarta's discretion; and subject to Smarta's receipt of the unpaid fees and Smarta's then-current reinstatement fee if applicable.
6.6 Certain of the Component Services are available to first time users of those Component Services only (i.e. they are not available to anybody who has used that Component Service whether as part of Smarta Business Builder or by virtue of having received these services directly from the relevant Component Partner or through another third party). Smarta may not allow you to complete the Registration Process or Smarta may terminate your Subscription in its entirety if, in Smarta's sole discretion, it decides that you are not a first time user of any of the Component Services available only to first time users.
7. Using the Components and the Smarta Business Builder™ Site and contacting us
7.1 If you have problems accessing the Smarta Business Builder™ Services you should contact Smarta Business Builder™ Customer Services by telephone or email. For training and quality control purposes, calls to Smarta Business Builder™ Customer Services may be recorded and/or monitored.
7.2 From time to time Smarta and the Component Partners may issue updates to Smarta Business Builder™, the Site or Components and the Site and any or all Components may not be available during that time. Smarta shall make reasonable efforts to schedule these updates outside of U.K. business hours. Smarta is not responsible for seeking permission to issue these updates to the Subscriber.
8. Intellectual Property
8.1 All copyright, trade marks, database rights and other intellectual property rights in Smarta Business Builder™ are owned by Smarta and the Component Partners or licensed to either by third parties. No material or content relating to Smarta Business Builder™ or Site can be reproduced or replicated without written consent from Smarta, except for use of Components for the purposes of running your own business as permitted in the applicable EULA.
8.2 You acknowledge that "Smarta Business Builder™", "Smarta", "Smarta Limited", their associated logos are trademarks and that you must not use them without the written permission of Smarta.
9. Smarta Obligations, Limited Warranty and Limitations and exclusions
9.1 Smarta is responsible for making arrangements with the relevant Component Partners for them to make the Component Services comprised in the Smarta Business Builder Services available to you and for providing Level-1 support only. Smarta is not responsible for providing the Component Services in the Smarta Business Builder Services and the provision of Component Services remains the sole responsibility of the applicable Component Partner.
9.2 Smarta does not provide any warranties in relation to the Services and you should rely on those warranties (if any) as are set out in the relevant EULA. Smarta is not responsible for the performance of its Component Partners nor for Component Partners' compliance with their EULAs. Smarta will, however, pass on any complaints it receives from you in respect of the Component Services to the relevant Component Partner as part of the Level-1 support.
9.3 In view of the fact that the Components come from a number of Component Partners and because of their nature and because such services are provided as "Software as a Service" via the Internet, Smarta is not responsible for ensuring that the Services are always available. The EULA sets out the provisions which relate to the times at which the applicable Component Services will be available and any provision as to their restoration should the Component Services be unavailable at any time. The applicable Component Partner and not Smarta will be responsible for any restoration in accordance with the applicable EULA.
9.4 In particular, and:
9.4.1 without limiting any other provisions in these terms and conditions, Smarta makes no warranty that the Component will be suitable for your particular needs or that the Site or Components are free from infection by viruses or anything else that has contaminating or destructive properties
9.4.2 without limitation all warranties, terms and conditions which would otherwise be included by law are excluded from these terms and conditions and from your agreement with Smarta relating to the Smarta Business Builder Services.
9.5 The Site may contain inaccuracies and typographical errors. Smarta does not warrant the accuracy or completeness of the materials or the reliability of any advice, opinion, statement or other information displayed on the Site. You acknowledge that any reliance on any such opinion, advice, statement or information is at your own sole risk.
9.6 All Components are provided solely on the terms and conditions of the EULA of the applicable Component Partner and not by Smarta.
10. Other Exclusions and Limitations
10.1 Smarta's liability to you is limited as follows: (a) if there is fault on any part of the Site for which Smarta is responsible, our liability to you is to correct that fault as soon as reasonably practicable; (b) if there is a fault with any Component or any part of the Site for which a Component Partner is responsible we will work with the applicable Component Partner to correct the fault as soon as reasonably practicable.
10.2 Smarta shall not be liable for any indirect or consequential loss or damage of any kind or any lost profits, business interruption, loss of information or programs or other data arising or from or relating to your use of or the inability to use the Smarta Business Builder Services, the Site or any Component or otherwise and however arising, including by way of negligence.
10.3 Smarta shall not be liable for the Component, or any other part of the Smarta Business Services which are provided to you by any Component Partner. Please check each applicable EULA which sets out the liability of the applicable Component Partner to you and any applicable exclusions of and limitations to such Component Partner's liability to you.
10.4 Subject to the provisions of clause 10.5;
10.4.1 Smata's aggregate liability to you in respect of all acts or omissions arising in any Billing Month which give rise to any claim is limited to a maximum of the amount you have paid for your Subscription Fee on the Billing Date at the beginning of that Billing Month;
10.4.2 As the Smarta Business Builder Services are provided free of charge during the Trial period Smarta does not accept and shall not have any liability to you at all in respect of any acts or omissions arising during the Trial Period.
10.5 Nothing in these terms and conditions excludes or limits Smarta's liability for death or personal injury or for fraud or fraudulent misrepresentation.
11. Getting advice
11.1 Where Component content is of a legal nature, Smarta recommends you seek advice from a suitably qualified professional advisor before acting on that content.
12. Permitted Uses
12.1 As a Subscriber you agree not to use the Services, Site or any Component Service for any purpose other than as expressly authorised herein or in the EULA for the applicable Component Service.
12.2 You agree not to reverse engineer, disassemble or decompile any part of the Services, Site or Component.
13.1 These terms and conditions may be amended at any time. Where this affects your rights and obligations, Smarta will notify you of any amendment by email to the address provided to us by you. If you do not accept the change you should notify Smarta within 7 days of receipt of the notification. If you continue to use the Smarta Business Builder™ service following 7 days of notification of a change to these terms and conditions, the changed terms and conditions will apply to you.
13.2 Smarta is continually seeking to improve and update the Smarta Business Builder™ service. Consequently, Smarta reserves the right, at its discretion, to make changes to any part of the Services or Site.
Compliance with EULAs and Indemnity
15.1 You agree in all respects to comply with each EULA.
15.2 You agree to indemnify and to keep indemnified Smarta in respect of all claims, costs, losses and expenses which may arise out of any failure of you to comply with any EULA.
16.1 Should you have reason to contact us or to complain, you may do so by telephone, in writing by email or by post. If you have a complaint, please contact us directly, any complaint will be investigated fully by our customer relations team and you will receive a prompt reply:
By telephone: 0207 858 6961 or
By email: firstname.lastname@example.org or
By post to:
The Leathermarket (13.3.1)
11-13 Weston Street
London SE1 3ER
17.1 References to clause numbers are to clause numbers in these terms and conditions.
17.2 The headings in these terms and conditions are for ease of reference only and shall not affect their interpretation or construction.
17.3 You may not assign, sub-licence or otherwise transfer these terms and conditions or your Subscription.
17.4 If any court of competent jurisdiction finds any provision of these terms and conditions invalid, the invalidity of that provision will not affect the validity of the remaining provisions, which shall remain in effect.
17.5 Failure by Smarta to exercise any right or remedy under these terms does not constitute a waiver of that right or remedy.
17.6 Each Component Partner shall have the right to enforce these terms and conditions and the EULA applicable to the Components it provides against the Subscriber. With the exception of the Component Partners, a person who is not a party to these terms and conditions shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any of these terms and conditions. This shall not affect any right or remedy of a third party which exists or is available apart from that Act. For the avoidance of doubt, the parties to these terms and conditions are Smarta and the Subscriber.
17.7 Smarta shall not be responsible for any breach of these terms and conditions caused by circumstances beyond its control. In particular, but without limiting the cause to the following, Smarta shall not be liable to you for any failure or interruption of the Smarta Business Builder™ service or Component due to or connected with any breakdown or failure of the Internet or any telecommunications systems or any computer hardware or software of Smarta, the Component Partner or any third party which is required for the performance of the Smarta Business Builder Services, Site or any Component (including without limitation any breakdown or failure caused by a computer virus or hacking).
17.8 These terms and conditions constitute the entire understanding and agreement between you and Smarta in relation to the Smarta Business Builder™ the Smarta Business Builder Services and the Site. Your use of the Components is subject to additional and separate terms and conditions published by the Component Partner in the applicable EULA.
18. Governing Law and Jurisdiction
These terms and conditions including all non-contractual disputes arising out of them are governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the English courts.
Each EULA is governed by the law specified in it which may not be English law. You should check each EULA for the appropriate governing law and jurisdiction.
As a user of SiteMaker you accept that by using this site you agree that SiteMaker Software Limited assumes no responsibility for the nature or content of anything contained on this Web site and disclaims all liability in respect of such nature or content. Use of this site is subject to the following Terms and Conditions of Use.
1. Acceptance of Terms
1.1 SiteMaker is provided by SiteMaker Software Limited (the "Company"), which provides its services to you, subject to the following Terms and Conditions ("TACS"), which may be updated by Smarta from time to time without notice to you.
1.2 When using particular SiteMaker software, services, or other items provided by Smarta, you will also be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TACS.
1.3 SiteMaker contains a large number of images, artwork and other data some of which is on license from its copyright owners. You are not permitted to download or use any widgets or other material from SiteMaker or use such material other than for display on SiteMaker.
1.4 The nature of SiteMaker's database driven technology means that it is physically impossible for you to own a copy of your SiteMaker site. If the Company's business changes, or for any other reason the Company cannot continue to host your site, you will lose it. You agree not to hold Smarta liable and Smarta accepts no liability in respect of, the loss of all data relating to your site. You are strongly advised to keep copies of any data, images, music or otherwise that you upload onto SiteMaker.
1.5 PLEASE NOTE: All minors are recommended to consult with their parents/guardians in respect of these TACS before using SiteMaker.
2. Description of Service
SiteMaker currently provides or allows browsing and/or access to a large number of on-line services and resources (such as discussion forums, bulletin board services, chat areas and other communities and/or communication facilities (referred in these TACS as "Services"), including a host of tools enabling you to become a member of SiteMaker ("Member"), to create your own Web site hosted on SiteMaker ("Member Site") and to administer such a Member Site as a leader ("Site Leader") through SiteMaker (all such security and design features, tools, or any components thereof contained within SiteMaker and any Member Site being known as SiteMaker). Unless explicitly stated otherwise, any new features that augment or enhance SiteMaker, including the release of new Services, software tools or resources, shall be subject to the TACS. The Company may add, delete or change some or all of the Services provided as part of SiteMaker at any time. Unless otherwise stated these TACS apply to you whether you are a casual user of SiteMaker, a Member, a Site Leader or other user.
PLEASE NOTE: Some of the sites hosted on SiteMaker contain adult or mature content. You must be at least 18 years of age to view such areas.
3. Code of Conduct
3.1 You agree that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such content originated. This means that you, and not the Company, are entirely responsible for all content that you upload, post, email or otherwise transmit via SiteMaker.
3.2 The Company does not control the content posted via SiteMaker and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using the Service, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will the Company be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via SiteMaker.
3.3 You undertake not to use SiteMaker to:
a) upload, post, publish, distribute, disseminate or otherwise transmit any content (hereinafter "post") that is unlawful, tortuous, defamatory, harmful or invasive of another's privacy, or otherwise objectionable, including but not limited to material that promotes or provides instructional information about illegal activities or promotes physical harm or injury against any group or individual;
b) upload, post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non disclosure agreements);
c) upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary and intellectual property rights of any party, or rights of publicity or privacy of any party, unless you are the owner of such rights or have the permission of the owner to post or transmit such material, including but not limited to offering pirated computer programs or links to such programs;
d) harm minors in any way;
e) create a Member Site containing nudity, or pornographic material, or sexual material of a lewd, lecherous or obscene nature and intent, or material of a vulgar, profane or obscene nature without suitable warning to browsers of the nature of the site prior to viewing the content;
f) impersonate any person or entity, including, but not limited to, a SiteMaker official, Site Leader, Member, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
g) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through SiteMaker
h) upload, post or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the SiteMaker that are designated for such purpose;
i) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
j) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of SiteMaker are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
k) interfere with or disrupt SiteMaker or servers or networks connected to the SiteMaker, or infringe any requirements, procedures, policies or regulations of networks connected to SiteMaker, or interfering with another user's use and enjoyment of SiteMaker, including but not limited to (i) transmitting any material that contains viruses, trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or (ii) attempting to gain unauthorised access to SiteMaker, other's accounts on SiteMaker, or private mailing lists on SiteMaker through password mining or any other means;
l) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, UK legislation such as the Data Protection Act, Consumer Protection Act, or Financial Services Act, or any amendments or replacements of such acts;
m) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
n) collect, store, or distribute personal data about other users without their consent;
o) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "crush" sites;
p) violate any law or regulation (including without limitation those governing export control, unfair competition, discrimination or false advertising); or
q) engage in commercial activities that are deemed inappropriate on SiteMaker. As such the Company has the right to remove or bar content/links/sponsorships/affiliate programmes etc that they feel fall into this category.
3.4 In addition the Company in no way endorses or takes responsibility for any goods, services etc that are posted within sites. Any transactions therefore are strictly outside the remit of SiteMaker.
3.5 Any correspondence or business dealings with, or participation in activities found on or through SiteMaker, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such vendor. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on SiteMaker.
3.6 The Company also has the right at any time to change its terms regarding commercial arrangements at any time without to prior notice.
3.7 It should be noted that the use of any payment mechanisms, other than those endorsed by the Company are the sole responsibility of the site leader and the Company can take no responsibility for their upkeep, integration, compatibility or otherwise; nor offer advice on these matters
3.8 You acknowledge that the Company does not pre-screen content, but that it has the right (but not the obligation) in its sole discretion to refuse or move any content that is available via SiteMaker. Without limiting the foregoing, The Company shall have the right to remove any content that violates the TACS or which is otherwise in its opinion, objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, you acknowledge that you may not rely on any content created on SiteMaker or submitted to SiteMaker including without limitation information in SiteMaker discussion forums, bulletin boards, chat areas, news groups message boards, forums, and in all other parts of SiteMaker. The Company will have no liability or responsibility for performance or non-performance of such activities. The Company reserves the right to terminate or restrict your access to any or all of the Member Sites at any time without notice for any reason whatsoever.
3.9 You acknowledge and agree that the Company may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with any applicable law; (b) enforce the TACS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Company, SiteMaker, its users and the public.
3.10 You understand that the technical processing and transmission of SiteMaker, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4. Proprietary Rights and Licences
4.1 You acknowledge and agree that content, including but not limited to text, software, music, sound, photographs, graphics, video, page layout and design or other material contained in SiteMaker or information presented through SiteMaker by the Company or by advertisers is protected by ours or their copyright, trademarks, service marks, patents, or other proprietary rights and laws. You acknowledge and agree that the Company can display images and text throughout SiteMaker, including the insertion of sponsor messages into messages distributed on SiteMaker mailing lists. If you create a Member Site, you agree to display prominently on your home page or equivalent and in such other parts of the Member Site as the Company may require the SiteMaker name and logo. Content received through SiteMaker may be displayed, reformatted, and printed by you for your personal, non-commercial use only. The Company grants you a personal, non-transferable and non-exclusive right and licence to use the trademark "SiteMaker" and you undertake that upon termination of your use of SiteMaker (including if you decide to move to another host) all such rights in the trademark and all other rights granted to you hereunder will cease forthwith.
4.2 You acknowledge and agree that the Company owns or is licensed to use all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of SiteMaker, the SiteMaker software, any SiteMaker content and any data generated by Members.
4.3 Except as expressly authorised by the Company or advertisers, you agree not to modify, copy, reproduce, republish, upload, post, transmit, rent, loan, sell, lease, licence, sub-licence, distribute or create in any way content and/or derivative works from SiteMaker, in whole or in part.
4.4 The Company grants you a personal, non-transferable and non-exclusive right and licence to use the object code of SiteMaker; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right from SiteMaker. You agree not to modify the SiteMaker software in any manner or form, or to use modified versions of the SiteMaker software, including (without limitation) for the purpose of obtaining unauthorised access to SiteMaker. You agree not to access the SiteMaker by any means other than through the interface that is provided by for use in accessing the SiteMaker. Upon termination of your use of SiteMaker, the licence to use the SiteMaker shall cease forthwith.
5. Advertisements and Promotions
5.1 Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on SiteMaker.
6. External links
SiteMaker may provide, or third parties may provide, links to other World Wide Web sites or resources. These links are provided solely as a convenience to you and not as an endorsement by the Company of the contents on such third-party web sites. As the Company has no control over the content or security of such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. You further acknowledge and agree that the 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 use of or reliance on any such content, goods or services available on or through any such site or resource. If you decide to access linked third-party Web sites, you do so at your own risk. Any concerns regarding any external link should be directed to the relevant site administrator or web master.
7. Disclaimer of warranties
7.1 You expressly understand and agree that:
a) Your use of SiteMaker is at your sole risk. SiteMaker is provided on an "as is" and "as available" basis and the Company and its suppliers, to the fullest extent permitted by law, make no warranties, express or implied, in relation to this site or its contents, including, but not limited to, security, warranties of Component, fitness for a particular purpose, merchantability and non-infringement of proprietary or third party rights. The Company and its suppliers make no warranties about the accuracy, reliability, completeness, or timeliness of the material, services, software, text, graphics, and links.
b) The Company is not responsible for the content of Member Sites, accessible through use of that site or messages distributed through mailing lists, and assumes no responsibility for and makes no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of information distributed through SiteMaker.
c) The Company makes no warranty that (i) SiteMaker will meet your requirements, (ii) that SiteMaker will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use SiteMaker will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through SiteMaker will meet your expectations, and (v) any errors in the software will be corrected. Further, if your use of the web site or the material results in the need for servicing or replacing equipment or data, the Company is not responsible for those costs.
d) Any material downloaded or otherwise obtained through the use of SiteMaker is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
e) No advice or information, whether oral or written, obtained by you through or from SiteMaker shall create any warranty not expressly stated in the TACS.
7.2 Third parties provide much of the material on SiteMaker and the Company shall not be held responsible for any such third party material.
8.1 You agree to defend, indemnify, and hold harmless the Company its officers, directors, employees, partners and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the content (including SiteMaker software, service, your connection to SiteMaker or your breach of the terms of these TACS, including, but not limited to:
a) any injury to any person or property caused by products or services supplied through the medium of SiteMaker;
b) any material which infringes the proprietary or intellectual property rights of any third party;
c) copyright infringement; or
d) any defects in products sold through the medium of SiteMaker.
8.2 The Company shall provide notice to you promptly of any such claim, action or demand as described in paragraph 8.1 and shall provide you with reasonable assistance, at your expense, in defending any such claim, suit or proceeding.
9. No Resale of SiteMaker
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of SiteMaker, use of SiteMaker, or access to SiteMaker, without the express permission of the Company by separate agreement.
10. Limitation of Liability
10.1 Your use of SiteMaker is at your own risk. If you are dissatisfied with any of the content or the service or with these TACS, or any other rules or policies, your sole remedy is to discontinue use of SiteMaker. If such action is taken as a result of your breach of this contract, the remainder of any payment made by you will not be refundable.
10.2 You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, whether in an action of contract or tort, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use SiteMaker; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from SiteMaker; (iii) unauthorised access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to SiteMaker.
10.3 In no event will the Company's liability to any user arising out of or in respect of these TACS exceed £250.
10.4 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of this paragraph 14 may not apply to you.
10.5 Site Leader's proprietary rights: You agree that upon posting any material within a group open to the public on SiteMaker, you grant the Company and its successors and assigns, a non-exclusive, world-wide, royalty free, perpetual, non-revocable licence under your copyrights or other intellectual property rights, if any, in such material, to use, distribute, display, reproduce, and create derivative works from such material in any and all media, in any manner, in whole or part, without any duty to account to you. You further agree that upon posting any material within a private, members-only group on SiteMaker, or upon establishing a Member Site, you grant the Company, and its successors and assigns, a non-exclusive world-wide, royalty free, perpetual, non-revocable licence under your copyrights or other intellectual property rights, if any, in such material to distribute, display, and reproduce such material to other members of that group. You also grant the Company the right to authorise the downloading and printing in whole or in part of any material that you have posted to a group on SiteMaker, by end-users for their personal use.
11. Modifications to the TACS or to the SiteMaker
The Company reserves the right to change the TACS at any time without notice. The Company also reserves the right at any time and from time to time to modify or discontinue SiteMaker temporarily or permanently, with or without notice to you. You agree that the Company shall not be liable to you or any third party for any modification, suspension or discontinuance of SiteMaker.
12. Uses and Storage
You acknowledge that the Company may establish general practices and limits concerning use of SiteMaker, including without limitation the maximum number of days that email messages, message board postings or other uploaded content will be retained by SiteMaker, the maximum number of email messages that may be sent from or received by an account on SiteMaker, the maximum size of any email message that may be sent from or received by an account on SiteMaker, the maximum disk space that will be allotted on SiteMaker's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access SiteMaker in a given period of time. You agree that the Company has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by SiteMaker. You acknowledge that the Company reserves the right to delete accounts that are inactive or very little used for an extended period of time. You further acknowledge that the Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
13. Trademark Information
SiteMaker, the SiteMaker logo and other SiteMaker logos and product and service names are trademarks of SiteMaker Software Limited (the "SiteMaker Marks"). Without the Company's prior permission, you agree not to display or use in any manner, the SiteMaker Marks.
14.1 The TACS constitute the entire agreement between you and the Company (including, but not limited to, any prior versions of the TACS). You also may be subject to additional terms and conditions that may apply when you use affiliate or other services of the Company, third-party content or third-party software.
14.2 The Company makes no claims that the content is appropriate for any particular purpose or audience, or that it may be downloaded outside of the United Kingdom. Access to the content (including any software) may not be legal by certain persons or in certain countries. If you access a Member Site from outside the United Kingdom, you are responsible for compliance with the laws of your jurisdiction.
14.3 The Company is headquartered in London, England. All legal issues arising from or related to the use of SiteMaker shall be construed in accordance with and determined by the laws of England. By using SiteMaker, you agree that the exclusive forum for the bringing of any claims or causes of action arising out of or relating to your use of SiteMaker is the English courts. You hereby accept and submit to the jurisdiction of such courts in any such proceeding or action, and irrevocably waive, to the fullest extent permitted by law, any objection which you may have now or hereafter have to be laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum.
14.4 If any provision of these TACS is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these TACS, which shall remain in full force and effect. No waiver of any term of these TACS shall be deemed a further or continuing waiver of such term or any other term.
14.5 Should you find any content or otherwise that you feel breaches the TACs outlined, please email the Company at email@example.com providing the site URL and details of the complaint. Your complaint will be investigated immediately and you will be informed by email of the outcome. Note: your details will not be given to the Site Leader in question.
This is an agreement ("Agreement") between FuseMail, LLC ("Company") and any person ("User") who completes the registration process to open and maintain an account with the Company's Fused Personal service ("Service"). Company and User are collectively referred to as the "parties."
(a) 1. Service Terms
a) Description. The Service is proprietary to Company and is
protected by intellectual property laws and international
intellectual property treaties. User's access to the Service is
licensed and not sold. Subject to [the timely payment of all Fees
and] the terms and limitations set forth in this Agreement, Company
agrees to provide User with a personal, non-transferable and
non-exclusive account enabling User to access and use the Service
(but not for service bureau, time-sharing, or similar services).
The Company reserves all rights not expressly granted to User,
including, but not limited to, the right to alter, modify, update,
enhance, or improve the Service.
b) Accessibility. User agrees that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not foreseeable by Company.
c) Equipment. User shall be solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User's use of the Service, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Service.
(b) 2. Limitations
a) Security. User shall be solely responsible for the security,
confidentiality and integrity of all messages and the content that
User receives, transmits through or stores on the Service. User
shall be solely responsible for any authorized or unauthorized
access to User's account by any person. User agrees to bear all
responsibility for the confidentiality of User's passwords and all
use or charges incurred from use of the Service with User's
(c) 3. Intellectual Property
The intellectual property utilized in providing the Service is the valuable, confidential and copyrighted property of Company. User may use the Service as permitted herein and may not otherwise modify, adapt, translate, or create derivative works based on the Service without the prior written consent of Company. If User wishes to use the Service or any ancillary and interface software utilized in providing the Service in a manner not expressly permitted by this Agreement, User may request express written permission from Company by giving to Company a written description of the intended use and such other information as Company may reasonably request. Such written permission may be given or withheld in the sole discretion of Company. As between the parties, Company owns all right, Component, and interest in and to the Service, including without limitation, all ancillary and interface software, all current and future enhancements, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, all copyrights, trade secrets, patents and goodwill therein. As between the parties, User shall retain all rights, if any, which User may have in any images, photographs, illustrations, graphics, audio clips, video clips and text retrieved, viewed or sent by User using the Service. "FuseMail" and the "FuseMail" logo are service marks of Company. All other trademarks, service marks and logos used on the website or through the Service are the trademarks, service marks or logos of their respective owners.
(d) 4. User Representations
(e) 5. Prohibited Uses
User is solely responsible for any and all acts and omissions that occur under User's account or password, and User agrees not to engage in unacceptable use of the Service, which includes, without limitation, use of the Service to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Service or any other computer network; (g) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; (h) consume an unfair, unequal, or excessive amount of network or system resources including but not limited to; excessive SMTP usage, excessive IMAP usage, or use of a automated program to transmit large quantities of information; or (i) engage in any other activity deemed by the Company to be in conflict with the spirit or intent of this Agreement.
(f) 8. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT USER'S SOLE RISK. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE.
(g) 9. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USER'S USE OR INABILITY TO USE THE SERVICE, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID, IF ANY, BY USER TO COMPANY HEREUNDER. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH THE SERVICE, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.
COMPANY IS NOT AN INSURER WITH REGARD TO PERFORMANCE OF THE SERVICE. THE DISCLAIMER OF WARRANTIES AND THE LIMITATION OF LIABILITY AND REMEDY ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES IN ORDER FOR USER TO OBTAIN THE RIGHTS TO USE THE SERVICE AT THE SPECIFIED PRICE, IF ANY. USER AGREES TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY COMPANY CONTAINED HEREIN; AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT, IF ANY, OF THE LIMITED REMEDY PROVIDED HEREUNDER.
(h) 10. Indemnification
User agrees to indemnify, hold harmless and defend Company, its members, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person or entity, arising out of or relating to: (a) this Agreement; (b) User's use of the Service, including any data or work transmitted or received by User; and (c) any unacceptable use of the Service by User or through User's account, including, without limitation, any statement, data or content made, transmitted or republished by User which is prohibited as unacceptable at Section 6.
(i) 11. Miscellaneous
a) Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
b) Amendment. Company shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to User by email at the address provided to Company by User. User's access to or use of the Service after the date such amended terms are delivered to User shall be deemed to constitute acceptance of such amended terms.
c) Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
d) Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
e) Notice. All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or e-mail to either party's last known post office, facsimile or e-mail address, respectively. User hereby consents to notice by email. All notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, provide to the other party.
f) Law. This Agreement shall be treated as though it were executed and were to be performed in the County of Jackson, State of Missouri, USA. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts or the International Sale of Goods, the application of which is expressly excluded, but such rights and obligations will instead be governed by the laws of the State of Missouri, USA. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Missouri, USA, without regard to conflict of law principles.
g) Forum. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts in the State of Missouri. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in the State of Missouri. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in the State of Missouri and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in the State of Missouri.
h) Process. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested. No provision of this section shall affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions or proceedings to enforce in any lawful manner a judgment issued by the state or federal courts of the State of Missouri, USA.
i) Action. No action arising under this Agreement may be brought by User more than one year after the cause of action has accrued.
j) Attorney's Fees. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be enComponentd to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be enComponentd.
k) Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
l) Force Majeure. If the performance of any part of this Agreement by either party (other than the payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
m) Survival. The terms and provisions of Sections 2, 3, 5, 6, 7, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.
n) Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service.
USE OF LEGAL DOCUMENT BUILDER
Reference to "our", "us" and "we" on the Legal Document Builder is a reference to Smarta.
The Conditions (and all communications) are in English and governed by, and will be construed in accordance with, English Law, and the English courts shall have jurisdiction in any legal proceedings. We retain the right to bring proceedings against you for breach of the Conditions in your country of residence or any other relevant country.
The content of the Legal Document Builder is provided for information only, and does not constitute advice nor a recommendation to you that the products and services advertised on the Legal Document Builder are suitable for you in your personal circumstances.
Reasonable efforts will be made to keep the Legal Document Builder available for use; however access is not guaranteed to be available all the time. We will not be liable for any periodic unavailability of the Legal Document Builder.
Due to the nature of the internet and the possibility of third party interference, the Legal Document Builder is not guaranteed to be free of all viruses and technical defects of any description. We will not be liable for any damage or loss caused by such third party interference as a result of your use of the Legal Document Builder. In particular, without limitation, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
If there are links from the Legal Document Builder to other websites operated by third parties, we do not guarantee you will be able to access the other website via any link on the Legal Document Builder. We do not guarantee the content or accuracy of any third party's website, nor do we accept any responsibility for your use of that website.
You may not establish a link to the Website from any other website without our prior written consent.
We reserve the right to withdraw or amend the services we provide on the Website without notice. From time to time, we may restrict access to some parts, or all, of the Website.
We aim to update the Website regularly and may change the content at any time. Any of the material on the Website may be out of date at any given time and we are under no obligation to update such material. The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy.
You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack. You must not use the Website in any way that breaches any applicable local, national or international law or regulation, or which is in any way unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect. You must not use the Website to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these terms, and that they comply with them.
Document Preparation Service
The online document preparation service ("the Document Preparation Service") is provided by ELL. It does not provide legal advice nor does it represent a legal service. It is designed to collect relevant information and data to assist in the preparation of a legal document ('the Document') from a document template.
The Document Preparation Service uses a document assembly and drafting system ("the System").
When using the Document Preparation Service you will be asked a series of questions by the System. The answers you give will dictate the content of the Document produced by the System from the document template. You alone are responsible for ensuring the answers or any information that you give are correct (this includes information in relation to the identity of any parties or signatories, their age or capacity). The System relies on you providing the correct information. You must carefully check that the Document produced, fully reflects your wishes. If it does not, you should not execute it.
All Documents should be used in conjunction with proper advice as to their suitability for your particular requirements and circumstances. Neither we nor ELL can be responsible if you use a Document, or alter or amend it, without seeking proper advice.
We and ELL disclaim all liability for actions taken or not taken based on a Document.
It is your responsibility to ensure that any Document is properly executed in accordance with any instructions that are provided to you.
The document templates available on the Website from which Documents can be created by you using the System have been prepared by ELL. Please note that these document templates have been prepared to produce Documents that comply with the law of a particular jurisdiction only, as is clearly indicated on every document template. These jurisdictions are either that of England and Wales, Northern Ireland or Scotland. A reference in these Conditions to the "chosen jurisdiction" is a reference to the jurisdiction chosen by you when selecting a template and/or while using the System to create a Document from a template.
If any person or entity that is to sign a Document is outside the chosen jurisdiction, it is your responsibility to ensure that any Document is properly executed in accordance with the requirements of that jurisdiction where those requirements prevail.
Documents are prepared for use in accordance with the law of the chosen jurisdiction. You should not use them in any other jurisdiction, or if the property the Document deals with is outside the chosen jurisdiction.
We recommend that before reusing a Document you check the Website to ensure that you have the latest version. If ELL has replaced it with a revised version, we recommend that you upgrade to the latest version.
Documents completed online will be stored for a maximum period
of six years. After this period you may not be able to obtain
online access to your Documents, and they may be deleted. ELL
reserves the right to levy a reasonable recovery charge in respect
of any Documents that are capable of being recovered. If you have
not logged in to the Website for a period of twelve months or more,
then ELL reserves the right to store your Documents offline and
levy a reasonable recovery charge for you to access them
Neither we nor ELL will have any responsibility for the following:
- Verifying your authority or capacity to create a Document, or your answers or any information given by you when using the Document Preparation Service
- Proofreading data you have input for typographical errors
- Any alterations made by you or on your behalf to a Document once it has been made available to you
- Supervising or checking the due and proper execution of any Document
- Any use of a Document or execution of a Document by a person or entity outside of the chosen jurisdiction
- Any adverse consequences if you use any Document without taking appropriate legal advice as to its suitability for your particular circumstances
- Undertaking any future review of any document or for providing any ongoing advice, legal or otherwise, as to the continued effectiveness for legal, taxation or any other purpose of any Document
Telephone Legal Advice Service
The Telephone Legal Advice Service is provided by MyLawyer Solicitors LLP. MyLawyer Solicitors LLP is a limited liability partnership registered in England and Wales under number OC376661 and whose registered office is at Middlesex House, 29-45 High Street, Edgware, Middlesex, HA8 7UU. MyLawyer Solicitors LLP is authorised and regulated by the Solicitors Regulation Authority. Its SRA number is 569955.
The telephone helpline for legal advice will be available in accordance with the times advertised on the Legal Document Builder. You may contact the helpline on the number provided from time to time. Maximum call charge from a BT landline is 4p per minute. Calls from other networks may vary. Calls may be recorded.
Telephone legal advice will be limited to advice on the legal issues raised in the Legal Document Builder which is suitable to be given by phone.
The helpline is provided by MyLawyer Solicitors LLP.
Neither we nor ELL shall have any responsibility or liability for the helpline.
Helpline services are provided on the following terms and conditions:
- All advice is given in good faith and is based upon the information supplied by you during the call. MyLawyer Solicitors LLP cannot be held liable for any loss suffered if inaccurate or incomplete information is given. MyLawyer Solicitors LLP may ask questions to elicit information to assist them in answering your questions, but they are not obliged to do so and a failure by them to ask questions that may have altered their advice will not incur any liability on their part.
- Advice is provided solely by telephone and will not be provided in writing.
- Advice given is specific to the individual issue being discussed and is not intended to be applied to other situations. If you do so then it is at your own risk.
- The helpline does not include:
- drafting or amendment of documents or clauses;
- preparation of letters; or
- supporting you through litigation when MyLawyer Solicitors LLP are not directly instructed.
- Helpline services will be withdrawn immediately if:
- You are rude or abusive to MyLawyer Solicitors LLP staff; or
- You facilitate the use of the helpline by unauthorised persons.
The telephone helpline for legal advice and for technical support will be available in accordance with the times advertised on the Legal Document Builder. You may contact the helpline on the number provided from time to time. Call charges will be as advertised on the Legal Document Builder. Calls may be recorded.
FAIR USE POLICY
Fair use restrictions applicable to use of the helpline
Your use of the helpline is subject to fair use in line with its intended purpose. As a guideline, any question asked on the helpline should be answerable within approximately 20 minutes.
MyLawyer Solicitors LLP shall have no obligation to provide advice to you through the helpline if, in their absolute discretion, a question being asked by you is outside the scope of the helpline service or if it is inappropriate to deal with your question through the helpline (for example, if it is a complex issue that requires a face-to-face meeting or if you need written advice or a document drafted).
In this event, MyLawyer Solicitors LLP will inform you immediately during the call and discuss with you your options.
If, in MyLawyer Solicitors LLP absolute discretion, they consider that you have made, or are making, inappropriate or excessive use of the helpline, your access to it may be restricted or suspended (either for a fixed period or indefinitely), or conditions may be imposed upon your access to the helpline, which may include a condition of payment or an additional charge.
You will be notified before any such action is taken.
REGISTERING FOR USER SERVICES
In order to have access to the User Services you must register with us.
If you are an individual you must be aged 18 years or over to use the User Services.
Only when you have purchased a Legal Document Builder service will your username and password give you full access to the client area ("the Client Area") of the Legal Document Builder and will you be able to use all of the User Services.
The use of the User Services from the Client Area is for your personal use only (except in the case of a business where any authorised person may have access). You shall not permit any other party to have access to the User Services or Client Area or to use the User Services or to subsell, licence or otherwise commercially exploit them in any way. If you breach this term we can, without notice, revoke your username and password and refuse access to the Client Area of the Legal Document Builder.
Any claim in respect of breach of contract, or for negligence or in any other way for or related to the provision or failure to provide a User Service shall be against the applicable provider of the User Service.
Subject to that, the following provisions set out our and ELL's entire financial liability (including any liability for the acts or omissions of our respective employees, agents and sub-contractors) to you in respect of:
a) any breach of the Conditions;
b) any representation, statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Conditions, the Website or the User Services.
Except as expressly and specifically provided in the Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Conditions.
Nothing in the Conditions shall exclude or limit:
a) liability arising from death or injury to persons caused by negligence;
b) liability arising as a result of fraud or gross negligence to which no limit applies.
Neither we nor ELL shall be liable for:
a) any loss resulting from the provision of any of the User Services by other service providers
b) any loss for which liability is disclaimed elsewhere in the Conditions; or
c) loss of profits; or
d) loss of business; or
e) depletion of goodwill or similar losses; or
f) loss of anticipated savings; or
g) loss of goods; or
h) loss of use; or
i) loss or corruption of data or information; or
j) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
If either we or ELL is held liable for any loss or damage, such liability shall in all cases be limited to the payment in respect of any one claim of an amount not exceeding the total payments made by you over the previous 12 month period with regards to accessing the Website and the User Services. For the avoidance of doubt, a claim shall be defined as a claim or a series of claims (whether by one or more claimant) arising from, or in connection with, or attributable to, any one act, error, omission or originating cause or source or the dishonesty of any person or group of persons acting together, and any such series of claims shall be deemed to be one claim for all purposes under this provision.
You acknowledge that the exclusions and/or limitations in these Conditions are reasonable having regard to the fact that the Website, the Law Guide, the Document Preparation Service and the Telephone Legal Advice Service are freely accessible and available at no additional cost.
Use of the Legal Document Builder and the User Services is subject to the notices of ownership of intellectual property rights detailed from time to time on the Legal Document Builder.
All rights in the design, text, graphics, software, legal content, legal documents and other materials on the Legal Document Builder are the copyright of either Epoq Group Ltd ("EGL") (4265146) registered office Middlesex House, 29-45 High Street, Edgware, Middlesex HA8 7UU or Epoq Legal Ltd ("ELL") trading as MyLawyer (3707955), both of whose registered office addresses are at Middlesex House, 29-45 High Street, Edgware, Middlesex, HA8 7UU, or Smarta.
"RAPIDOCS" and its respective logos are UK registered trademarks or other trademarks of EGL.
Rapidocs software featured on the Legal Document Builder is copyright of EGL. Reproduction of part or all of the content of the Legal Document Builder in any form is prohibited. Other software reproduced in and on the Legal Document Builder is copyright EGL. You may not use (other than as is expressly or impliedly licensed) resell, reverse engineer, decompile or otherwise modify such software.
Some of the document templates offered on the Website includes public sector information licensed under the Open Government Licence v1.0. Subject to that, copyright in the content of the Law Guide and the document templates belong to ELL.
OTHER CONDITIONS FOR USE OF THE OTHER USER SERVICES
Neither we nor ELL shall be liable for any failure to provide or delay in providing any service resulting from circumstances or events outside of our control, for example due to strikes and other industrial disputes, breakdown of systems or network access, fire, explosions, or power failure.
If any part of the Conditions (and/or notices on the Legal Document Builder) are found to be invalid or unenforceable, then such part will be deemed replaced by a valid and enforceable provision that most closely matches the intent or the original part, and the remainder of the provision shall continue in full force and effect.
We reserve the right to change the Conditions under which the Legal Document Builder or any User Service is offered. If you purchased a subscription, this right shall not affect the terms and conditions accepted by you when you initially subscribed, however, upon renewing your annual subscription, your membership of the service will be upon these terms and conditions as amended. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you.
No forbearance or delay by either party in enforcing the provisions of these Conditions will prejudice the rights, powers or remedies available to that party and such rights, powers or remedies will be cumulative.
You may not assign, subcontract or otherwise transfer any rights and obligations under these Conditions, whether in whole or in part, without our prior written consent. We and ELL shall be able to assign the benefit of all or part of these Conditions to any company or other entity which is from time to time part of either Smarta or the group of which ELL is a member as required.
Headings in these Conditions are for convenience only and shall not affect their interpretation.
These Conditions represent the entire agreement between the parties.
Your acceptance of these Conditions signifies your consent and agreement to them
LivePlan is a web-based tool that is owned and operated by Palo Alto Software, Inc. and which enables you to write your business plan online. LivePlan is at times referred to in these Terms of Service as "The Service." You hereby agree to be bound by and comply with the terms and conditions contained herein.
1. The LivePlan Service
LivePlan is a web-based service available at www.liveplan.com that that allows you to use software developed and owned by Palo Alto Software, Inc. and offered as a software as a service in order to create, upload, store, transmit, disseminate, print and otherwise distribute business plans (herein, "Content"). Your use of The Service is at your own risk. The Service is provided on an AS IS and AS AVAILABLE basis.
3. Modification of these Terms.
When using LivePlan, any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time. All such Guidelines and rules are hereby incorporated by reference into these Terms of Service. Palo Alto Software, Inc. may, in its sole discretion and at any time, modify or revise these Terms of Service and policies at any time; by using The Service you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement and these Terms of Service, you may not use The Service.
4. Use of The Service
You are responsible for your own communications and communications to and from your account with The Service, and for all Content sent to and from your account, stored under your account, and activity that occurs under your account (even when Content is posted by others who have access to your account) and for any consequences thereof or arising therefrom. You agree that you will use The Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (a) use the Service to upload, store, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Palo Alto Software, Inc.; (b) upload, store, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (c) prevent others from using The Service; or (d) use The Service for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of this Agreement and your account with LivePlan, and may subject you to state and federal penalties and other legal consequences. Palo Alto Software, Inc. reserves the right, but shall have no obligation, to investigate your use of The Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.
5. Content of the Service, Ownership and Intellectual Property Rights.
Palo Alto Software, Inc. takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does Palo Alto Software, Inc. have any obligation to monitor such third party content. Palo Alto Software, Inc. reserves the right at all times to remove or refuse to distribute any Content on The Service, such as content which violates the terms of this Agreement. Palo Alto Software, Inc. also reserves the right to access, read, preserve, and disclose any information and Content as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests, or (e) protect the rights, property or safety of Palo Alto Software, Inc., its users and the public. Palo Alto Software, Inc. will not be responsible or liable for the exercise or non- exercise of its rights under this Agreement.
The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, services, and all other elements of LivePlan provided and owned by Palo Alto Software, Inc. are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws and are the property of Palo Alto Software, Inc. or its subsidiaries or affiliated companies and/or third-party licensors. Except as may otherwise be noted, all trademarks, service marks, and trade names are proprietary to Palo Alto Software, Inc. or its affiliates and/or third-party licensors.
Palo Alto Software, Inc. does not claim any ownership in any of the Content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit or store in your LivePlan account.
6. User Representations and Warranties.
You are solely responsible for your Content and the consequences of uploading, storing, transmitting or otherwise distributing Content to and/or from your account. Except as set forth herein, Palo Alto Software, Inc. will not use any of Content for any purpose except to provide you with The Service.
By uploading, storing, transmitting or otherwise distributing Content, you affirm, represent, and warrant that:
a) the Content does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (ii) slander, defame, or libel any other person; and
c) the Content does not contain any viruses, adware, spyware, worms, or other malicious code.
Violators of any third-party rights may be subject to criminal and civil liability. Palo Alto Software, Inc. reserves all rights and remedies against any Users who violate these Terms of Service.
7. Content Disclaimer
You understand that when using LivePlan you may be exposed to Content from a variety of sources, and that Palo Alto Software, Inc. is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Palo Alto Software, Inc. with respect thereto. Palo Alto Software, Inc. does not endorse any Content or any opinion, recommendation or advice expressed therein, and Palo Alto Software, Inc. expressly disclaims any and all liability in connection with Content.
8. Statement of Policies
Palo Alto Software, Inc. disclaims any and all liability in connection with or arising from Content uploaded, stored, transmitted or otherwise distributed by User. In the event Palo Alto Software, Inc. receives any information or notice that any Content uploaded, stored, transmitted or otherwise distributed by User violate these Terms of Service or infringes any copyright, trademark, or patent, or is alleged to infringe any copyright, trademark, or patent, Palo Alto Software, Inc. reserves the right to immediately remove the Content without notice to the User and without any obligation to investigate an allegation of infringement. Palo Alto Software, Inc. further reserves the right in its sole and unfettered discretion to remove for any reason whatsoever and at any time, any Content uploaded, stored, transmitted or otherwise distributed by a User, without prior notice to User.
Palo Alto Software, Inc. further reserves the right to terminate User access to the LivePlan website in the event User violates these Terms of Service.
9. Prohibited Activities; Enforcement of Policies
By agreeing to these Terms of Service you agree not to:
a) except as expressly permitted herein, use The Service for any purposes other than to access and use LivePlan as such services are offered by Palo Alto Software, Inc.;
b) share a single login with multiple people. Your login may be used by only one person, but you may create separate logins for as many others as you desire;
c) block ads if you are a free account user;
d) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access LivePlan accounts of others without permission, forge another persons' digital signature or identity, misrepresent the source, identity, or content of information transmitted via LivePlan, or perform any other similar fraudulent activity;
e) make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of LivePlan. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
f) use LivePlan for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
g) defame, harass, abuse, threaten or defraud Users of LivePlan, or collect, or attempt to collect, personal information about Users or third parties without their consent;
h) use LivePlan if you are not legally competent to do so;
i) remove, circumvent, disable, damage or otherwise interfere with security-related features of LivePlan or User Content, features that prevent or restrict use or copying of any content accessible through LivePlan, or features that enforce limitations on the use of LivePlan or User Content;
j) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of LivePlan or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
k) modify, adapt, translate or create derivative works based upon LivePlan or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
l) intentionally interfere with or damage operation of LivePlan or any user's enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
m) use any robot, spider, scraper, or other automated means to access LivePlan for any purpose or bypass any measures Palo Alto Software, Inc. may use to prevent or restrict access to LivePlan;
n) interfere with or disrupt LivePlan or servers or networks connected to LivePlan, or disobey any requirements, procedures, policies or regulations of networks connected to LivePlan.
Palo Alto Software reserves the right to scan all Content to ensure compliance with these Terms of Service. In the event Palo Alto Software determines, in its sole discretion, that your use of LivePlan is in violation of these Terms of Service, Palo Alto Software shall have the right without recourse by the User to immediately terminate your account.
10. Account, Payment, Refund, Upgrading and Downgrading
When you use LivePlan, you may be asked to establish an account and establish passwords. You are solely responsible for maintaining the confidentiality of your account and passwords and for restricting access to your computer and/or account, and you agree to accept responsibility for all activities that occur under your account or passwords. You agree that the information you provide to Palo Alto Software, Inc. on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify Palo Alto Software, Inc. You may be liable for the losses incurred by Palo Alto Software, Inc. or others due to any unauthorized use of your LivePlan account.
11. User Indemnifications and Hold Harmless
User agrees to defend, indemnify and hold harmless Palo Alto Software, Inc., its affiliated companies, officers, directors, employees and agents from and against all claims, demands, suits, costs, damages, and expenses, including but not limited to attorneys' fees and reasonable settlements that Palo Alto Software, Inc. may sustain or incur by reason of (a) use of LivePlan website, (b) breach, alleged breach or violation of the foregoing warranties, representations and covenants, (c) any violation of any third party right arising from User Content submitted by User, (d) any claim that any User Content submitted by User caused damage to a third party, or (e) any other violation of these Terms of Service. User's obligation to defend, indemnify and hold harmless Palo Alto Software, Inc. shall survive these Terms of Service and LIVEPLAN.
12. Disclaimer of Warranties
USE OF LIVEPLAN SHALL BE AT USER'S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PALO ALTO SOFTWARE, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH LIVEPLAN AND USE THEREOF. PALO ALTO SOFTWARE, INC. ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF WEBSITE CONTENT, (ii) PERSONAL INJURY OR DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO AND USE OF LIVEPLAN, (iii) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH LIVEPLAN WEBSITE BY ANY THIRD PARTY, AND/OR (iv) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA LIVEPLAN.
PALO ALTO SOFTWARE, INC. DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH LIVEPLAN OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. PALO ALTO SOFTWARE, INC. WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN A USER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
13. Limitations of Liability
USER AGREES NOT TO HOLD PALO ALTO SOFTWARE, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS LIABLE FOR ANY LOSS OR DAMAGE, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, INCURRED AS A RESULT OF USER'S USE OF LIVEPLAN, (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (ii) PERSONAL INJURY OR DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM USER'S ACCESS TO AND USE OF LIVEPLAN, (iii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM LIVEPLAN, (iv) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH LIVEPLAN BY ANY THIRD PARTY, AND/OR (v) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER'S USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA LIVEPLAN, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PALO ALTO SOFTWARE, INC. IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
a) In addition to the right to terminate your account for using LivePlan in a manner that violates these Terms of Service as provided in section 9, Palo Alto Software, Inc. may at any time and for any reason terminate The Service, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information and Content may remain in the LivePlan system.
15. Miscellaneous Terms
a) These Terms of Service shall be governed by and construed in accordance with the laws of the State of Oregon, except for its conflicts of laws principles. User consents to the exclusive jurisdiction and venue in the state and federal courts in Lane County, Oregon.
b) Palo Alto Software, Inc. may transfer and assign these Terms of Service without restriction. User may not transfer or assign any of these Terms of Service.
c) User affirms and warrants that User is legally competent to enter into these Terms of Service, and the conditions, obligations, affirmations, representations, covenants and warranties set forth herein.
d) If any provision of these Terms of Service is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remaining provisions of these Terms of Service shall not be affected.
e) No waiver of any term of these Terms of Service shall be deemed to constitute a continuing waiver of such term.
f) Palo Alto Software, Inc. may provide you with notices, including those regarding changes to these Terms of Service, by email, regular mail or postings on LivePlan. Notice will be deemed given twenty-four hours after email is sent, unless Palo Alto Software, Inc. is notified that the email address is invalid. Alternatively, Palo Alto Software, Inc. may give you legal notice by mail to a postal address, if provided by you through LivePlan. In such case, notice will be deemed given three days after the date of mailing. Notice posted on LivePlan is deemed given five (5) days following the initial posting.
The Service is offered by Palo Alto Software, Inc., located at:
488 E 11th Ave, #220, Eugene, OR 97401
THIS AGREEMENT HAS A PROVISION FOR ARBITRATION OF DISPUTES BETWEEN THE PARTIES.
This Registration Agreement ("Agreement") sets forth the terms and conditions of your use of domain name registration and related services ("Services"). In this Agreement "you" and "your" refer to you and the registrant listed in the WHOIS contact information for the domain name. "We", "us" and "our" refer to the registrars listed at the bottom of this document, any one of which will be the registrar for your domain name . To determine which registrar your domain name is registered with, perform a WHOIS lookup at http://www.uwhois.com. You obtain the Services through your primary service provider, with whom we have a wholesale relationship (your "Primary Service Provider"). Your relationship with your Primary Service Provider may be governed by additional terms, as you and your Primary Service Provider may agree. "We," "us" and "our" does not include your Primary Service Provider, except when specifically mentioned or unless your Primary Service Provider is one of us (i.e., if your Primary Service Provider is also one of the registrars listed at the bottom of this document)).
1. YOUR AGREEMENT: By using the Services, you agree to all terms and conditions of this Agreement, the UDRP (defined below) and any rules, policies, or agreements published in association with specific Services and/or which may be adopted or enforced by the Internet Corporation for Assigned Names and Numbers ("ICANN"), any registry, or governments.
2. CHANGES TO THIS AGREEMENT: This Agreement may change over time, either through amendments by us, changes to ICANN policy or applicable law which may or may not be reflected in the text of this Agreement, or otherwise. Before any material changes to this Agreement become binding on you (other than changes resulting from a change in ICANN policy or applicable law), we will notify you of such changes by, for example, sending email to you at your email address of record. If, as a result of such a change, you no longer agree with the terms of this Agreement, your exclusive remedies are (a) to transfer your domain name registration services to another registrar, or (b) to cancel your domain name registration services with us. Your continued use of the Services following notification of a change in this Agreement indicates your consent to the changes. Unless otherwise specified by us, any such change binds you: (1) 30 days after we notify you of the change, or (2) immediately if such change is a result of a new or amended ICANN policy or applicable law.
3. YOUR ACCOUNT: You must create an account to use the Services ("Account"). Your Account is typically managed and/or provided by your Primary Service Provider. You are solely responsible for maintaining, securing, updating, and keeping strictly confidential all login IDs and passwords, and for all access to and use of your Account by you or any third party.
a) ACCOUNT CONTACT INFORMATION AND DOMAIN NAME WHOIS INFORMATION:
i. You must provide certain current, complete and accurate information about you with respect to your Account information and with respect to the WHOIS information for your domain name(s). You must maintain and update this information as needed to keep it current, complete and accurate. You must submit the following with respect to you, the administrative, technical, and billing contacts for your domain name registration(s) and other Services: name, postal address, e-mail address, voice telephone number, and where available, fax number. The type of information you are required to provide may change and you must provide such information and keep your Account information current. Not providing requested information may prevent you from obtaining all Services.
ii. You may provide information regarding the name-servers assigned to your domain name(s) and, if we are providing name-server services to you, the DNS settings for the domain name. If you do not provide complete name-server information, or if you purchase "Name Only" Services, we may supply this information (and point your domain name to a website of our choosing) until such time as you elect to supply the name-server information or until such time as you elect to upgrade from "Name Only" Services.
b) OBLIGATIONS RELATING TO THE ACCOUNT AND WHOIS CONTACT INFORMATION:
i. If, in obtaining Services, you provide information about or on behalf of a third party, you represent and warrant that you have (a) provided notice to that third party of the disclosure and use of that party's information as set forth in this Agreement, and (b) obtained the third party's express written consent to the disclosure and use of that party's information as set forth in this Agreement.
ii. You represent and warrant that the statements in your application are true and that no Services are being procured for any unlawful purpose, including but not limited to the infringement of any intellectual property right, the unauthorized transfer to yourself or any other party of any domain name or Services, or the violation of any laws, rules, or regulations (the"Illegal Uses"). Providing inaccurate information, failing to immediately update information or engaging in any Illegal Uses will constitute an incurable material breach of this Agreement. Your failure to respond for over ten (10) calendar days to inquiries by us concerning the accuracy of Account and WHOIS contact information shall constitute an incurable material breach of this Agreement.
iii. You are responsible for regularly monitoring email sent to the email address in your Account. You may lose your rights to the domain name(s) or your right to receive the Services if you do not respond appropriately and timely to an email sent in conjunction therewith.
iv. You authorize your Primary Service Provider to modify your Account and domain name information, initiate transfers of your domain name(s) to other registrars, initiate registrant changes to your domain names which may terminate your rights to use such domain name(s), update DNS changes to your domain name(s) which may result in changes to the content associated with your domain name(s) and take other actions which may affect or terminate your rights and access to your domain name(s) and/or the Services.
c) ACCESSING YOUR ACCOUNT:
i. In order to change any of your Account or domain name WHOIS information, you must access your Account with your Primary Service Provider, or your Account with us. It is your duty to safeguard your Account login identifier and password from any unauthorized use. Any person in possession of your Account login identifier and password will have both the ability and your authorization to modify your Account and domain name information, initiate transfers of your domain name(s) to other registrars, initiate registrant changes to your domain names which may terminate your rights to use such domain name(s), update DNS changes to your domain name(s) which may result in changes to the content associated with your domain name(s) and take other actions which may affect or terminate your rights and access to your domain name(s) and/or the Services.
ii. We will take reasonable precautions to protect the information we obtain from you from loss, misuse, unauthorized access or disclosure, alteration or destruction of that information and such reasonable precautions include procedures for releasing Account access information to parties who claim to have lost Account access information. If we take reasonable precautions in relation thereto, IN NO EVENT SHALL WE BE LIABLE IF SUCH REASONABLE PRECAUTIONS DO NOT PREVENT THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD AND, EVEN IF WE FAIL TO TAKE REASONABLE PRECAUTIONS, OUR LIABILITY UNDER ANY CIRCUMSTANCES SHALL BE LIMITED BY THE LIMITATION OF LIABILITY PROVISION FOUND IN PARAGRAPH 13 BELOW IN THIS AGREEMENT.
iii. If you contact us alleging that a third party has unauthorized access to your Account or domain names, we may charge you administrative fees, currently set at $50 (US dollars) per hour, for our time spent in relation to the matter, regardless of whether or not we return control over the Account and/or domain name(s) to you. You will indemnify us for any reasonable attorneys' fees and costs we may incur in relation to the matter, even if those fees and costs accrue as a result of defending an action, or responding to a threat of an action, initiated by You or a third party.
d) SHARING OF WHOIS INFORMATION:
i. We will make available the domain name registration information you provide or that we otherwise maintain to the following parties: ICANN, any ICANN-authorized escrow service, the registry administrator(s), and to other third parties as ICANN and applicable laws may require or permit (including through web-based and other on-line WHOIS lookup systems), whether during or after the term of your domain name registration services of the domain name. You irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of such information. We may make publicly available, or directly available to third parties, some, or all, of the information you provide, for purposes of inspection (such as through our WHOIS service) or for targeted marketing and other purposes as required or permitted by applicable laws, including by way of bulk WHOIS data access provided to third parties who enter into a bulk WHOIS data access agreement with us. Please click here if you would like your WHOIS information made available for bulk access. We reserve the right to discontinue providing bulk WHOIS data access to third parties.
ii. ICANN may establish or modify the guidelines, limits and/or requirements that relate to the amount and type of information that we may or must make available to the public or to private entities, and the manner in which such information is made available. Information regarding ICANN's guidelines and requirements regarding WHOIS can be found at http://www.icann.org/registrars/wmrp.htm, http://www.icann.org/registrars/wdrp.htm, and elsewhere on the ICANN website at http://www.icann.org/.
1. OUR SERVICES:
a) DOMAIN NAME REGISTRATION.
i. We are accredited registrars with ICANN for generic Top Level Domain Names ("gTLDs") (such as .com, .net, .org, etc.). ICANN oversees registrations and other aspects of the gTLDs. We also are registrars for a variety of country code Top Level Domains ("ccTLDs") (such as .co.uk, .de, etc.). For a partial list of registry administrators and for more information on gTLDs, see http://www.icann.org/tlds/. Domain name registrations are not effective until the registry administrator puts them into effect. Domain name registrations are only for limited terms which end on the expiration date. For domain names which are created as a new registration out of the pool of available domain names, the term begins on the date the domain name registration is acknowledged by the applicable registry. For domain name registrations which were not returned to the pool of available domain names, the term begins on the date the previous registrant's domain name registration was acknowledged by the applicable registry.
ii. We and your Primary Service Provider are not liable or responsible in any way for any errors, omissions or any other actions by the registry administrator arising out of or related to a request to register, renew, modify the settings for, or transfer of a domain name registration. You acknowledge that domain name registration is a service, domain name registrations do not exist independently from services provided pursuant to this or a similar registration agreement with a registrar, domain name registration services do not create a property interest and you have no such property interest in any domain name(s) which you may register with us.
a) AFTER MARKET DOMAIN NAMES:
i. We offer for sale domain names that are registered to third parties (also known as aftermarket domain names) in a variety of top level domain names ("TLDs") ("After Market Domain Name(s)"). All After Market Domain Name registrations are offered on a first come, first served basis. If you are the first to complete an After Market Domain Name registration application for a particular domain name, including payment of the purchase price we designate, we will initiate a transfer of the relevant After Market Domain Name to your Account. At the time of transfer of the After Market Domain Name into your Account, we will add one year to the existing registration period. Any subsequent renewals of the After Market Domain Name will be charged at the then-current renewal fee. Once you submit your order for an After Market Domain Name, you have entered into a valid, binding and enforceable contract to pay the designated purchase price for the After Market Domain Name. Because we are selling After Market Domain Names initially registered to third parties, we have no control and make no representations regarding the accuracy or legality of domain names advertised, the accuracy or legality of any domain name listing, or the right and the ability of the third party seller to transfer the After Market Domain Name or complete the transaction. We do not control whether or not third party sellers will complete a transaction. We reserve the right to reject or cancel your After Market Domain Name registration for any reason including, but not limited to, any pricing errors. In the event your After Market Domain Name registration is rejected or cancelled by us, for any reason, we will refund in full the amount of the purchase price for the After Market Domain Name as your sole remedy.
ii. Once the After Market Domain Name is transferred into your Account, such After Market Domain Name may not be transferred away from us to another registrar during the first 60 days following the transfer, during which time the After Market Domain Name may be placed on transfer lock. All of your obligations under this Agreement which apply to the registration or renewal of domain name(s) created by you apply to any After Market Domain Name(s) acquired by you, including but not limited to prohibition against any Illegal Uses.
b) NOT INCLUDED IN THE SERVICES:
i. We are not responsible to determine whether the domain name(s) you select, or the use you or others make of the domain name(s), or other use of the Services, infringes legal rights of others. It is your responsibility to know whether or not the domain name(s) you select or use or allow others to use infringe legal rights of others.
ii. We might be ordered by a court or arbitrator to cancel, modify, or transfer your domain name; it is your responsibility to list accurate contact information in association with your Account and to communicate with litigants, potential litigants, and governmental authorities. It is not our responsibility to forward court orders or other communications to you. Our policy is to comply with court orders from courts of competent jurisdiction as well as UDRP Panel decisions. If you contact us informing us that you are contesting a court order from a court of competent jurisdiction, we may, but are not obligated to, place a transfer lock on the domain name pending the outcome of the dispute. If you contact us informing us that you are contesting an adverse UDRP Panel decision, your time limits and procedures to do so are subject to the requirements set forth in the UDRP. We will not delay implementation of a UDRP Panel decision based solely on your informing us that you intend to contest the decision.
2. SERVICES PROVIDED AT WILL; TERMINATION OR SUSPENSION OF SERVICES:
a) We and your Primary Service Provider may reject your domain name registration application or elect to discontinue providing Services to you for any reason within 30 days of a Service initiation or a Service renewal. Outside of this period, we and your Primary Service Provider may terminate or suspend the Services at any time for cause, which, without limitation, includes (i) registration of prohibited domain name(s), (ii) abuse of the Services, (iii) payment irregularities, (iv) allegations of illegal conduct, (v) failure to keep your Account or WHOIS information accurate and up to date, (vi) failure to respond to inquiries from us for over ten (10) calendar days, or (vii) if your use of the Services involves us in a violation of any third party's rights or acceptable use policies, including but not limited to the transmission of unsolicited email or the violation of any copyright.
b) If we terminate or suspend the Services provided to you under this Agreement, we may then, at our option, make either ourselves or a third party the beneficiary of Services which are substantially similar to those which were previously provided to you. If we have grounds to terminate or suspend Services with respect to one domain name or in relation to other Services provided through your Account, we may terminate or suspend all Services provided through your Account. No fee refund will be made when there is a suspension or termination of Services for cause.
c) At any time and for any reason, we may terminate the Services thirty (30) days after we send notice of termination via mail or email, at our option, to the WHOIS contact information provided in association with your domain name registration. Following notice of termination other than for cause, you must transfer your domain name within such thirty (30) day notice period or risk that we may delete your domain name, transfer the registration services associated with your domain name to ourselves or a third party, or suspend or modify Services related to your domain name. If we terminate Services for a reason other than cause, we will provide a pro-rata refund of your fees.
d) Your registration of a domain name is subject to suspension, cancellation or transfer by any ICANN procedure now in affect or which may come into affect at a later date, by any registrar or registry administrator procedures approved by an ICANN-adopted policy or any policy adopted by any ccTLD registry or governing body, to correct mistakes by us, another registrar or the registry administrator in administering the domain name or for the resolution of disputes concerning the domain name or as a result of any government decree, rule, law or regulation.
3. EXPIRATION AND RENEWAL OF SERVICES: It is your responsibility to keep your own records and to maintain your own reminders regarding when your domain name registration or other Services are set to expire and to maintain current and accurate credit card information should any Services be placed on"auto-renew." As a convenience to you, and not as a binding commitment, we and/or your Primary Service Provider may notify you via an email message or via your Account when renewal fees are due. Should these fees go unpaid, your Services will expire or be cancelled. Payment must be made by credit card or such other method as we may allow or require from time to time. If you select automatic renewal of the Services, we may attempt to renew the Services a reasonable time before expiration, provided your credit card or other billing information is available and up to date. It is your responsibility to keep your billing information up to date and we are not required to, but may, contact you to update this information in the event that an attempted transaction is not processed successfully. Please note: for certain TLDs, the automatic renewal option is not available.
4. EXPIRATION OF A DOMAIN NAME REGISTRATION: Immediately after the expiration of the term of domain name registration services and before deletion of the domain name in the applicable registry's database, we may direct the domain name to name-servers and IP address(es) designated by us, including, without limitation, to no IP address or to IP address(es) which host a parking page or a commercial search engine that may display advertisements, and we may either leave your WHOIS information intact or we may change the contact information in the WHOIS output for the expired domain name so that you are no longer the listed registrant of the expired domain name.
a) Reactivation Period Process. For a period of approximately 30 days after expiration of the term of domain name registration services, we may provide a procedure by which expired domain name registration services may be renewed. We may, but are not obligated to, offer this process, called the "reactivation period." You assume all risks and all consequences if you wait until close to or after the expiration of the original term of domain name registration services to attempt to renew the domain name registration services. We may, in our sole discretion, choose not to offer a reactivation period and we shall not be liable therefore. The reactivation period renewal process, if any, may involve additional fees which we and your Primary Service Provider may determine. We may make expired domain name services(s) available to third parties, we may auction off the rights to expired domain name services (the auction beginning close to the end or after the end of the reactivation period), and/or expired domain name registration services may be re-registered to any party at any time.
b) After the reactivation period, we may:
i. Discontinue the domain name registration services at any time thereafter without notice. In which case, certain registry administrators may provide procedures by which discontinued domain name registration services may nonetheless be renewed. We may, but are not obligated to, participate in this process, typically called the "Redemption Grace Period" ("RGP"). We may, in our sole discretion, choose not to participate in the RGP process with respect to any or all of your domain name registration services and we shall not be liable therefore. If available, RGP typically ends between 30 and 42 days after the end of the reactivation period of the domain name services. The current RGP fee is set forth on the Pricing page and does not include any registration fees that may also be due. We are not obliged to contact you to alert you that the domain name registration services are being discontinued; or
ii. Pay the registry's registration fee or otherwise provide for the registration services to be continued. In which case, we may then set the name-servers and the DNS settings for the domain name services, we may set the DNS to point to no IP address or to IP address(es) which host parking page(s) or a commercial search engine that may display paid advertisements, and we may change the contact information in the WHOIS output for the expired domain name so that you are no longer the listed registrant of the expired domain name. We do not have to pay you any of the proceeds we may earn as a result. We are not obliged to contact you to alert you that the domain name registration services are being continued. The domain name will be designated as being in the extended redemption grace period ("ERGP"), and you will be allowed to assume, during the first 120 days of the then extant registration term, complete management of the domain name services, including the right to control the DNS settings, provided that you pay the fee set forth on the Pricing page plus any registration fees. After the end of the 120-day period, if you do not exercise your rights under this provision, you have abandoned the domain name services, and relinquish all interests and use of the domain name services; or
iii. If we auctioned the domain name services to a third party, we may transfer the domain name registration services to such third party. In which case, the third party who won the auction for the domain name services will control the domain name services, including control over the WHOIS information and the DNS settings. You may recover the domain name registration services for a period of up to 42 days after the end of the reactivation period, as such reactivation period applied to you. We are not obliged to contact you to alert you that the domain name registration services are or were auctioned. We do not have to pay you any of the proceeds we may earn as a result of such an auction. To exercise your rights to recover auctioned domain name services, you must contact us and provide us with a certified letter addressed to "Expiration Recovery" and include documents setting forth your identity and address, which identity and address must be the same as the registrant as it was listed in the WHOIS information for the domain name services immediately prior to expiration, a copy of a commonly accepted (in the United States) picture ID (such as a drivers license or passport) which supports your identity and address claim, a front and back photocopy of the credit card you used to pay for Services and you must provide a statement authorizing payment of the reinstatement fee to such credit card, which amount is set forth on the Pricing page, plus any registration fees. In doing so, you must provide us with sufficient time, in our sole discretion, to allow us to receive and evaluate your documents and to contact the auction winner prior to the end of 30 days after the end of the reactivation period of the domain name services.
a) Transfer of your domain name(s) services shall be governed by ICANN's transfer policy, available at http://www.icann.org/transfers/, including the Registrar Transfer Dispute Resolution Policy, available at http://www.icann.org/en/transfers/dispute-policy-12jul04.htm as well as the UDRP as described in Section 16 of this Agreement, as these policies may be modified from time to time. To transfer your domain name(s) you should first login to your Account to lock or unlock your domain name(s) and/or to obtain the EPP "AuthCode" which is required to transfer domain services in an EPP registry (such as .org). Alternatively, you should contact your Primary Service Provider to have your domain name(s) services locked or unlocked or to obtain the EPP "AuthCode." If your Primary Service Provider is unresponsive, you may contact us to have your domain name(s) locked or unlocked or to obtain the EPP "AuthCode" though we may first contact your Primary Service Provider to request that the Primary Service Provider address the request. Only the registrant and the administrative contacts listed in the WHOIS information may approve or deny a transfer request. Without limitation, domain name services may not be transferred within 60 days of initial registration, within 60 days of a transfer, if there is a dispute regarding the identity of the domain name registrant, if you are bankrupt, or if you fail to pay fees when due. We will follow the procedures for both gaining and loosing registrars as outlined in ICANN's transfer policies. Transfer requests typically take five business days to be processed. A transfer will not be processed if, during this time, the domain name registration services expire, in which event you may need to reinstate the transfer request following a redemption of the domain name, if any. You may be required to resubmit a transfer request if there is a communication failure or other problem at either our end or at the registry. YOU ASSUME ALL RISK FOR FAILURE OF A TRANSFER WHETHER OR NOT THE TRANSFER PROCESS IS INITIATED CLOSE TO THE END OF A REGISTRATION TERM.
b) We may place a "Registrar Lock" on your domain name services and this will prevent your domain name services from being transferred without your authorization, though we are not required to do so. By allowing your domain name services to remain locked, you provide express objection to any and all transfer requests until the lock is removed.
6. OWNERSHIP OF INFORMATION AND DATA: We own all database, compilation, collective and similar rights, Component and interests worldwide in our domain name database, and all information and derivative works generated from the domain name database. We own the following information for those registrations for which we are the registrar: (a) the original creation date of the registration, (b) the expiration date of the registration, (c) the name, postal address, e-mail address, voice telephone number, and where available fax number of the registrant and all contacts for the domain name registration, (d) any remarks concerning the registered domain name that appear or should appear in the WHOIS or similar database, and (e) any other information we generate or obtain in connection with the provision of Services, other than the domain name being registered, the IP addresses of the primary nameserver and any secondary nameservers for the domain name, and the corresponding names of those nameservers. We do not have any ownership interest in your specific personal registration information outside of our rights in our domain name database.
7. AGENTS AND LICENSES: If you are registering a domain name for or on behalf of someone else, you represent that you have the authority to bind that person as a principal to all terms and conditions provided herein. If you license the use of a domain name you register to us or a to third party, you remain the domain name holder of record, and remain responsible for all obligations at law and under this Agreement, including but not limited to payment obligations, and providing (and updating, as necessary) both your own full contact information, and accurate technical, administrative, billing and zone contact information adequate to facilitate timely resolution of any problems that arise in connection with the domain name and domain name registration and for ensuring non-infringement of any third party intellectual property rights.
8. LIMITATION OF LIABILITY: WE WILL NOT BE LIABLE FOR ANY (a) SUSPENSION OR LOSS OF THE SERVICES, (b) USE OF THE SERVICES, (c) INTERRUPTION OF SERVICES OR INTERRUPTION OF YOUR BUSINESS, (d) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR WEB SITE(S) OR SERVICES OR DELAYS OR ACCESS INTERRUPTIONS YOU EXPERIENCE IN RELATION TO A DOMAIN NAME REGISTERED WITH US; (e) LOSS OR LIABILITY RESULTING FROM ACTS OF OR EVENTS BEYOND OUR CONTROL (f) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (g) THE PROCESSING OF AN APPLICATION FOR A DOMAIN NAME REGISTRATION; (h) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD; OR (i) APPLICATION OF ANY DISPUTE POLICY. NEITHER WE NOR YOUR PRIMARY SERVICE PROVIDER WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE OR YOUR PRIMARY SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR OR YOUR PRIMARY SERVICE PROVIDER'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR SERVICES, BUT IN NO EVENT GREATER THAN $400.00 (US Dollars). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR AND YOUR PRIMARY SERVICE PROVIDER'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9. INDEMNITY: You hereby release, indemnify, and hold us, ICANN, the registry operators, and your Primary Service Provider, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties harmless from and against any and all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and court costs, for third party claims relating to or arising under this Agreement, including any breach of any of your representations, warranties, covenants or obligations set forth in this Agreement, the Services provided hereunder, or your use of the Services, including, without limitation, infringement by you, or by anyone else using the Services, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our or ICANN's operating rules or policies relating to the Services provided. We may seek written assurances from you in which you promise to indemnify and hold us harmless from the costs and liabilities described in this paragraph. Such written assurances may include, in our sole discretion, the posting of a performance bond(s) or other guarantees reasonably calculated to guarantee payment. Your failure to provide such assurances may be considered by us to be a breach of this Agreement by you and may, in our sole discretion, result in loss of your right to control the disposition of domain name Services for which you are the registrant and in relation to which we are the registrar of record. This indemnification is in addition to any indemnification (a) required under the UDRP or any other ICANN policy or any policy of any relevant registry; or (b) set forth elsewhere in this Agreement.
10. REPRESENTATIONS AND WARRANTIES: YOU REPRESENT AND WARRANT THAT NEITHER THE REGISTRATION OF A DOMAIN NAME NOR THE MANNER IN WHICH IT IS DIRECTLY OR INDIRECTLY USED NOR THE USE OF OTHER OF THE SERVICES INFRINGES THE LEGAL RIGHTS OF A THIRD PARTY OR WILL OTHERWISE SUBJECT US TO A LEGAL CLAIM. THE SERVICES ARE INTENDED FOR USE BY PERSONS WHO ARE AT LEAST 18 YEARS OLD AND BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ALL INFORMATION PROVIDED BY YOU IN CONNECTION WITH YOUR PROCUREMENT OF THE SERVICES IS ACCURATE. ALL SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS. EXCEPT FOR OUR STATEMENT REGARDING OUR ACCREDITATION AS ICANN-APPROVED DOMAIN NAME REGISTRARS, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WITHOUT ANY LIMITATION TO THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A DOMAIN NAME UNDER THIS AGREEMENT WILL IMMUNIZE YOU EITHER FROM CHALLENGES TO YOUR DOMAIN NAME REGISTRATION, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF THE DOMAIN NAME REGISTERED TO YOU. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR E-MAIL FORWARDING OR OTHER EMAIL SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OUR E-MAIL SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH OUR E-MAIL SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
11. DISPUTE RESOLUTION POLICY: You are bound by all ICANN consensus policies and all policies of any relevant registry, including but not limited to the Uniform Domain Name Dispute Resolution Policy ("UDRP"), which is available at http://www.icann.org/udrp/udrp-rules-24oct99.htm and http://www.icann.org/dndr/udrp/policy.htm along with the UDRP Rules and all Supplemental Rules of any UDRP provider. The UDRP may be changed by ICANN (or ICANN's successor) at any time. If the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified in the UDRP in effect at the time your domain name registration is disputed by the third party. In the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions of the UDRP. If you or your domain name are the subject of litigation, we may deposit control of your domain name record into the registry of the judicial body by providing a party with a registrar certificate.
12. GOVERNING LAW AND JURISDICTION FOR DISPUTES:
a) Except as otherwise set forth in the UDRP or any similar ccTLD policy, with respect to any dispute over a domain name registration, this Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Washington, as if the Agreement was a contract wholly entered into and wholly performed within the State of Washington.
b) Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the agreement to arbitrate, shall be determined by arbitration in King County, Washington, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Service of process on you by us in relation to any dispute arising under this Agreement may be served upon you by first class mail to the address listed by you in your Account and/or domain name WHOIS information or by electronically transmitting a true copy of the papers to the email address listed by you in your Account and/or domain name WHOIS information.
c) Notwithstanding the foregoing, for the adjudication of third party disputes (i.e., disputes between you and another party, not us) concerning or arising from use of domain names registered hereunder, you shall submit without objection, without prejudice to other potentially applicable jurisdictions, to the subject matter and personal jurisdiction of the courts (i) of the domicile of the registrant as it appears in the public WHOIS record for the domain name(s) in controversy, and (ii) where we are located, currently those State or federal courts whose geographic districts include Bellevue, Washington.
13. NOTICES: Any notices required to be given under this Agreement by us to you will be deemed to have been given if delivered in accordance with the Account and/or domain name WHOIS information you have provided.
14. GENERAL: This Agreement and all applicable ICANN policies and the policies of any relevant registry, including but not limited to the UDRP, together with all modifications, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior proposals, agreements, or other communications. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us.
THE FOLLOWING REGISTRARS ARE REFERENCED IN THIS DOCUMENT:
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express written consent of Intuit. The license to use the Site does
not include any resale or commercial use of the Site or its
contents; or any derivative use or adaptation of this Site or its
contents, in whole or in part; or any use of data mining, robots or
similar data gathering and extraction tools or processes. You agree
not to store in any form, distribute, transmit, display, reproduce,
modify, create derivative works or any other adaptation from, sell
or otherwise exploit any of the content on this site for any
commercial purpose. By using the Site, you warrant to Intuit that
you will not use the Site, or any of the content obtained from the
Site, for any purpose that is unlawful or prohibited by these
Intuit does not grant any license or other authorization to any user of the Site to the trade marks, registered trade marks, service marks, or any other copyrightable material or other intellectual property, comprised on or within the Site. If you violate any of these Terms, your permission to use the Site automatically terminates.
In consideration of your use of the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, if applicable, and (b) to maintain and update this information to keep it true, accurate, current and complete. Each registration is for a single user only and Intuit does not permit you to share your registration details with any other person. If any information provided by you is untrue, inaccurate, not current or incomplete and this has an effect, in Intuit's sole discretion, on the safety or security of the Site or the other Users of the Site, Intuit has the right to terminate your account and refuse any and all current or future use of the Site. You agree not to resell or transfer the Site or use of or access to the Site.
When you visit the Site or send e-mails to us, you are
communicating with us electronically. You consent to receive
communications from us electronically.
We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
You are responsible for providing, at your expense, any access to the Internet and any required equipment.
Conduct. By using the Site you agree that you will not do any of the following:
a) Restrict or inhibit any other user from using and enjoying the Site; or
b) Post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; or
c) Post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Intuit) or engage in spamming or flooding; or
d) Post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component; or
e) Post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or
f) Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.
Intuit has no obligation to monitor the Site. However, you acknowledge and agree that Intuit has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect itself or its subscribers. Intuit will comply with all data protection laws in force in England and Wales and as amended from time to time. Intuit will not intentionally monitor or disclose any private electronic-mail message unless required by law. Intuit reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Service.
A breach of this Conduct section may be considered to be a criminal offence under the Computer Misuse Act 1990. Intuit will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.
Intuit may provide you with a mechanism to provide feedback,
suggestions and ideas, if you choose, about its software and
services ("Feedback"). Intuit does not monitor Feedback, but
reserves the right to remove any such information in its sole
discretion. If the Site contains Feedback or any other information
which you find objectionable or which you believe infringes your
rights or applicable law then you should contact us at [insert
You agree that Intuit may, in its sole discretion, use the feedback you provide to Intuit in any way, including in future modifications of the Site, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Intuit a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works and adaptations from, distribute, publish and display the Feedback in any manner and for any purpose.
Third Party Services
In connection with your use of the Site, you may be made aware
of services, products, offers and promotions provided by third
parties, and not by Intuit. If you decide to use Third Party
Services, you are responsible for reviewing and understanding the
terms and conditions governing any Third Party Services. You agree
that the third party, and not Intuit, is responsible for the
performance of such Third Party Services
Third Party Web Sites
The Site may contain or reference links to websites operated by
third parties ("Third Party Websites"). These links are provided as
a convenience only. Such Third Party Websites are not under the
control of Intuit. Intuit is not responsible for the content of any
Third Party Website or any link contained in a Third Party Website.
Intuit does not review, approve, monitor, endorse, warrant, or make
any representations with respect to Third Party Websites, and the
inclusion of any link in the Service is not and does not imply an
affiliation, sponsorship, endorsement, approval, investigation,
verification or monitoring by Intuit of any information contained
in any Third Party Website. In no event will Intuit be responsible
for the information contained in such Third Party Website or for
your use of or inability to use such website. Access to any Third
Party Website is at Licensee's own risk, and Licensee acknowledges
and understands that linked Third Party Websites may contain terms
and privacy policies that are different from those of Intuit.
Intuit is not responsible for such provisions, and expressly
disclaims any liability for them.
Disclaimer of Warranties
Your use of the Site, including any applets, software, and
content contained therein, is entirely at your own risk. THE
SERVICE IS PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW EXCEPT AS EXPRESSLY SET OUT HEREIN, INTUIT, ITS
AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS,
DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY "SUPPLIERS")
DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES
AND OTHER TERMS, WHETHER EXPRESS, IMPLIED, BY STATUTE, COLLATERALLY
OR OTHERWISE REGARDING THE SITE AND RELATED MATERIALS INCLUDING ANY
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, COMPONENT,
MERCHANTABILITY AND NON-INFRINGEMENT. INTUIT DOES NOT MAKE ANY
REPRESENTATIONS, WARRANTIES, GUARANTEES OR OTHER TERMS RELATING TO
THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS,
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY
CONTENT ON THE SITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT.
INTUIT DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SITE IS
SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR
DESTRUCTION OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. YOU
EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED
WITH USING OR RELYING ON THAT CONTENT. INTUIT IS NOT LIABLE OR
RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE
SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN
CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A
RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT.
Limitation of Liability
THE ENTIRE CUMULATIVE LIABILITY OF INTUIT AND ITS SUPPLIERS, IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE AND OTHERWISE
FOR ALL MATTERS ARISING FROM OR RELATING TO THESE TERMS AND THE
SITE SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE RELATED
SERVICES OR CONTENT PURCHASED FROM INTUIT, ITS AUTHORIZED RESELLER
OR ITS SERVICE PROVIDERS, OR £50 IF GREATER.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE,OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTUIT OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTUIT AND YOU. INTUIT WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS.
THIS CLAUSE DOES NOT AFFECT THE LIABILITY OF INTUIT FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, NOR ITS LIABILITY FOR FRAUDULENT MISREPRESENTATION OR MISREPRESENTATION AS TO A FUNDAMENTAL MATTER, NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Banking, Billing or Other Online Services
Access to Online Banking, Online Payment, and any other services
available through the Internet and selected Intuit products (the
"Online Service") is provided by your financial institution and not
Intuit. You agree not to hold Intuit liable for any loss or damage
of any sort incurred as a result of any such dealings with any
services provided by your financial institution. Your access may be
limited from time to time, depending on the service provided by
your Internet service provider or your financial institution. You
may be billed for these Online Services by your financial
institution, not Intuit, and such financial institution may have
its own service agreement which will govern the Online Services it
provides. You agree to be responsible for all telephone charges
associated with your Internet and online service usage.
Information about you and your visits to the Site
Intuit process information about you in accordance with its
can configure the settings of your browser to (a) be informed when
a cookie is being placed on your PC, (b) not to accept cookies or
(c) opt-out and reject cookies altogether. Please consult your
browser's manual or your browser's "help" facility. If you choose
to reject cookies, you may not be able to access certain areas of
the Site. By using the Site, you consent to such processing.
Termination and Amendment
Your privilege to use or access the Site may be terminated by
Intuit immediately and without notice if you fail to comply with
any term or condition of the Terms. Upon such termination, you must
immediately cease accessing or using the Site and agree not to
re-register or otherwise make use of the Site. Furthermore, you
acknowledge that Intuit reserves the right to take action --
technical, legal or otherwise -- to block, nullify or deny your
ability to access the Site. You understand that Intuit may exercise
this right in its sole discretion.
Intuit reserves the right, in its sole discretion, at any time and from time to time to change, modify or discontinue, temporarily or permanently, the Site (or any part thereof). Intuit shall not be liable to you or other third party for any such modification, suspension or discontinuance except as expressly provided herein.
You agree to defend, indemnify and hold Intuit and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Service or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of these Terms by you or users of your account.
Except as expressly set forth in these Terms, these Terms of
Service are a complete statement of the agreement between you and
Intuit, and set forth the entire liability of Intuit and its
Suppliers and your exclusive remedy with respect to your access and
use of the Site. In the event of a conflict between these Terms of
prevail. The Suppliers, agents, distributors, dealers, and
employees of Intuit are not authorized to make modifications to the
Terms, or to make any additional representations, commitments or
warranties binding on Intuit. Any waiver of the terms herein by
Intuit must be in a writing signed by an authorized officer of
Intuit and expressly referencing the applicable provisions of the
Terms. If any provision of the Terms is invalid or unenforceable
under applicable law, then it shall be changed and interpreted to
accomplish the objectives of such provision to the greatest extent
possible under applicable law, and the remaining provisions will
continue in full force and effect. The Terms will be governed by
the laws of England and Wales as applied to agreements entered
into, without regard to its choice of law or conflicts of law
principles that would require application of law of a different
jurisdiction, and applicable federal law. The English courts will
have exclusive jurisdiction over any claim arising from, or related
to, a visit to the Site although Intuit retains the right to bring
proceedings against you for breach of these conditions in your
country of residence or any other relevant country.
Headings are included for convenience only, and shall not be considered in interpreting these Terms. The Terms do not limit any rights that Intuit may have under trade secret, copyright, patent or other laws.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.If you have any concerns about material which appears on the Site, please contact us.