Last updated: March 2017
1. Terms of Service.
1.1 Access and Use of Services.
User shall not, and shall not permit third parties to, block, mask, obscure or modify advertisements that appear on the Website.
1.2 User Account. To access the Services, User must create an account associated with a valid email address (“Account”). User is solely responsible for User’s Account, including for: (i) controlling the access to, and use and security of, the Account and User’s Content (as defined below), (ii) maintaining the security of the passwords and other measures used to protect access to the Account, and (iii) all instructions provided to Company through the Account, whether or not authorized by User. Company is not responsible for unauthorized access to the Account. User will contact Company immediately if User believes an unauthorized third party may be using the Account. Nothing in the foregoing requires Company to monitor the Account for unauthorized access or any other security breach.
“User’s Content” shall mean any information User has provided or has been collected in connection with establishing the Account or using the Services.
Unless otherwise provided, the term “Services” shall include also all of the Additional Services.
1.5 Third Party Services. Certain components of the Services may be comprised of third party services (“Third Party Services”), and Company may perform its obligations hereunder through the third party providers of such Third Party Services (“Third Party Service Providers”). Company shall be responsible to User for Third Party Services to the same extent as such Third Party Service Providers are liable to Company for provision of the Third Party Services. Company may at any time, in its sole discretion, replace its Third Party Service Providers.
1.6 Services Changes. Company may change or discontinue any of the Services or change or remove features or functionality of the Services from time to time, without any liability to User. Company will use commercially reasonable efforts to notify User of any material change to or discontinuation of the Services.
2. Acceptable Use and Restrictions.
2.1 As a condition to being provided with the Services, User hereby agrees to use the Services in compliance with all applicable laws, ordinances, rules and regulations, not to violate or attempt to violate Company’s system or network security, and not to misuse the Services in any way. User further agrees not to do, or attempt to do, any of the following: (i) engage in, solicit, or promote any activity that is illegal, invasive, violates the rights of others, or could subject Company to liability to third parties, (ii) distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature, or (iii) disable, interfere with, or circumvent any aspect of the Services, (iv) distribute, alter, or modify, circumvent, disable or otherwise interfere with any part of the Services, including but not limited to any Other Content, (v) collect or harvest any personal data, (vi) develop any product or service that could reasonably be regarded as being competitive with the Services, (vii) monitor the availability, performance or functionality of the Services, or use the Services for any other benchmarking or competitive purpose, or (viii) use the Services for any commercial use, including without limitation copying, reproducing, distributing, transmitting, broadcasting, displaying, selling, licensing, or otherwise exploiting any Other Content, for any purpose. “Commercial use” does not include uploading User Content.
User hereby irrevocably and in perpetuity grant to Company, those acting under Company’s authority, as well as any third party sponsor or co-sponsor of a contest, the unrestricted, absolute, perpetual, worldwide right and license to use User’s name, address, photograph, likeness, voice, biographical and personal information, statements, Submission (as defined in the Contest Rules), Imitation (as defined in the Contest Rules), and any photograph, film, video, audio recording or other recording taken of User or submitted by User (all of the foregoing, collectively “Promotional Content”), and all in connection with marketing purposes; and to reproduce, copy, modify, create derivative works of, display, perform, exhibit, distribute, transmit or broadcast, publicly or otherwise, or otherwise use and permit to be used, the Promotional Content or any part thereof, whether alone or in combination with other materials (including but not limited to text, data, images, photographs, illustrations, and graphics, video or audio segments of any nature), in any media whatsoever, in connection with such marketing purposes; and all the foregoing without any compensation, royalties, remuneration or consideration to User or to any third party, and User hereby waive all claims to compensation, royalties, remuneration, consideration, notice or permission in connection therewith.
4. Term and Termination.
5. User’s Warranties.
Company shall promptly notify User of any claim subject to indemnification, provided that Company’s failure to do so shall not affect User’s obligations hereunder, except to the extent that Company’s failure to promptly notify User materially delays or prejudices User’s ability to defend the claim. At Company’s option, User will have the right to defend against any such claim with counsel of User’s own choosing (subject to Company’s written consent) and to settle such claim as User deem appropriate, provided that User shall not enter into any settlement without Company’s prior written consent and provided that Company may, at any time, elect to take over control of the defense and settlement of the claim.
7. Disclaimers of Warranties and Limitation of Liability.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF SUCH LAWS APPLY TO USER, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY, AND USER MAY HAVE ADDITIONAL RIGHTS.
8. Proprietary Rights and Confidentiality.
8.2 Services. As between Company and User, Company or its licensors own and reserve all rights, title and interest in and to the Services, Company’s trademarks and service marks and all modifications to any of the forgoing and all related intellectual property rights, including, without limitation, all content accessible from the Website (other than User’s Content).
8.3 Suggestions. Should User provide Company with any suggestions or ideas pertaining to the Services (“Suggestions”), Company will own all right, title and interest in and to the Suggestions and will be free to use the Suggestions for any purpose without any liability or payment to User. User hereby irrevocably assigns to Company all right, title and interest in and to Suggestions and agrees to provide Company with reasonable assistance, at Company’s cost, required or desirable in order to document, perfect and maintain Company’s rights in the Suggestions.
8.4 Confidentiality. User agrees not to use any Confidential Information of Company except in connection with User’s authorized use of the Services. “Confidential Information” means all non-public information disclosed by Company to User in connection with the Services, that User should reasonably understand to be confidential, including all non-public aspects of the Services.
9. Governing Law & Jurisdiction.