As of June 24, 2018
- General Statements
As used in these Terms of Service (hereinafter, the “Terms”), the terms “the Company”, “us”, “we” or “our” shall mean TripTins and/or any of its affiliated sites which own the Sites or provide the Services that you may be accessing or using. These Terms govern your, access to and use of the Company’s (a) website, www.TripTins.com social media pages, and channels, that link to or otherwise reference these Terms (the “Sites”) and (b) any services, products, features, media, functions, content, tools and links contained or offered in connection with the any of the Company’s Sites (collectively, the “Services“). Please ensure that you read these Terms carefully, as it is a legally binding contract between the Company, on the one hand, and you and your successors, heirs and assigns (collectively referred to herein as “you” or “your”), on the other hand. By accessing or using any of the Sites and/or Services, you are agreeing to be legally bound by these Terms. If you do not accept and agree to these Terms, you may not access or use any of the Sites or Services.
These Terms are subject to occasional changes from time to time, and should we make any material changes, we will notify you by prominently posting a notice of the changes on the Sites or by sending you an e-mail communication to the last e-mail address you provided to us. Any changes to these Terms will be effective upon the earlier of our posting of notice of the changes on the Sites or our dispatch of an e-mail notice. You are responsible for providing us with your most current e-mail address, should the Company elect to notify you via e-mail. In the event that the last e-mail address you provided to us is no longer valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. If your e-mail address is not up to date or is not working, the posting of notice of changes to these Terms on the Sites shall constitute effective notice of the changes described therein. Continued use of any of the Sites or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
The Sites and Services (and your access to or use therein) may have different terms, conditions, policies, rules and guidelines, which govern your access to and use of such Sites and Services (as applicable, the “Additional Terms”). The Additional Terms will be posted (via a link) on the applicable Application, Site or Services and may be modified from time to time. If there is a conflict between these Terms and any Additional Terms for a specific Site or Service, the applicable Additional Terms shall govern and take precedence over these Terms with respect to your use of or access to that Application, Site or Service.
The information available on or through use of the Sites and Services, including but not limited to data, text, articles, content, software, images, graphics, photographs, audio and video clips, links and references and other materials (collectively, “Information”) is provided for informational purposes only. Information is not intended to be a substitute for professional advice. Except as otherwise stated herein, The Company does not recommend or endorse any specific products, itineraries, destinations, activities, opinions or other information that may be mentioned on the Sites and/or the Services.
You warrant and agree that you will comply with all applicable international, federal, state, and/or local laws, including without limitation, the applicable laws of any country, state, province, and/or municipality that you are visiting and/or accessing the Sites and Services. The Company does not warrant or guarantee that compliance with these Terms will be sufficient to comply with your obligations under applicable laws where you reside, travel to, or where you use the Sites or Services. Reliance on any Information is solely at your own risk.
- Privacy Statement
- Changes in Terms
The Company shall have the right at any time and without prior notice, at its sole discretion, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Site, and/or the Services. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to, (i) posting the revised or additional terms and conditions on the Site, (ii) by sending you an e-mail communication to the last e-mail address you provided to us, and/or (iii) by requiring you to check a box indicating your assent to the updated terms. You are responsible for reviewing the Terms periodically for any modification to these Terms that may affect your rights or obligations hereunder. You agree that you shall be deemed to be apprised of and bound by any modification by the Company to these Terms. ANY ACCESS OR USE OF THE SITE AND/OR THE SERVICES BY YOU AFTER NOTICE OF REVISIONS OR ADDITIONS TO THESE TERMS SHALL CONSTITUTE AND BE DEEMED TO BE YOUR AGREEMENT TO SUCH REVISIONS OR ADDITIONS.
The Sites and Services are intended solely and only available to individuals who are at least eighteen (18) years of age, who can willingly and knowingly enter into legally binding contracts under applicable law. Without limiting the foregoing, the Sites and Services are not available to minors or suspended members or users. If you are registering as a business entity, you further represent that you have the authority to bind the business to these Terms and any other related or pertinent agreements.
- Electronic Communications
By accessing or using the Sites or Services, you consent to receiving certain communications from us electronically. We may communicate with you in a variety of ways, including, without limitation, by e-mail, text, or by posting notices and messages on the Sites or through any of the Services. By accessing or using the Sites or Services, you willingly and knowingly agree that all contracts, notices, disclosures, agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
You may always cancel or modify marketing communications you receive from us by following the instructions contained within our promotional e-mails or by sending an email to firstname.lastname@example.org. This will not affect subsequent subscriptions, and if your opt-out preferences are limited to certain types of e-mails, the opt-out will be so limited.
- Using The Services
5.1 User Registration and Accounts
By creating a User Profile, you agree that:
(1) You will not register a username (or email address) that (a) is already being used by someone else; (b) may impersonate another person: (c) belongs to another person; (d) violates the intellectual property or other right of any person or entity; or (d) is offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion;
(2) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated or incomplete, the Company may suspend or terminate your account and refuse you any and all current or future access to or use of the Application, Sites and Services (or any portion thereof).
(3) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity;
(4) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your account so that others may not access any password protected portion of the Application, Sites or Services using your name, username, or password;
(5) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security;
(6) You will not post libelous content or create false or misleading reviews or posts; and
(7) You will not sell, transfer, or assign your account or any account rights.
The Company is not liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
Your User Profile cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your User Profile, but changes to your settings may not become effective immediately or be error free, and options may change from time-to-time. The Company assumes no responsibility or liability for any issues, problems or Content on your User Profile.
User Profiles may only be set up by an authorized representative of the individual or business that is the subject of the User Profile. The Company does not review each User Profile to determine if they were created by an appropriate party. In addition, The Company is not responsible for any unauthorized User Profiles that may appear on the Application, Sites and/or Services. If you believe that a User Profile listed on one of the Applications or Sites is unauthorized, fake, fraudulent or otherwise improper or misleading, please send an email to email@example.com
5.2 User Content
For purposes of these Terms, (a) “Content” means all text, images, photos, audio, video, graphics, reviews, location data, and all other forms of data, communication or media, (b) “Your Content” means Content that you submit, or transmit to, through or in connection with use of the Sites or Services, such as data, ratings, reviews, photos, videos, media, messages, social media posts, comments and information that you publicly display or displayed in your User Profile, (c) “User Content” means Content that users submit or transmit to, through or in connection with the use of the Sites or Services, including any electronic data or information with respect to their usage and customers, (d) “Company Content” means Content that we create or otherwise owned by us and make available in connection with the Sites or Services, (e) “Third Party Content” means Content that originates from parties other than The Company or users of any of the Sites or Services, which is made available in connection with the Sites or Services and not otherwise owned by us, and (f) “Website Content” means all of the Content that is made available in connection with the Sites or Services, including Your Content, User Content, Third Party Content (and Third Party Material (as defined below)), and Company Content.
By submitting User Content, you agree:
(1) That you own, or have the necessary licenses, rights, consents and/or permissions to all trademark, trade secret, copyright or other intellectual property or proprietary rights to your User Content, and to any other works that you incorporate into your User Content;
(2) That you are responsible for anything you submit to, or through the use of, the Sites or Services and agree that the Company does not have to post or keep posted anything you provide. Once posted on the Sites or on the Internet, it is not always possible to remove, especially if multiple copies exist. Although the Company will be diligent to ensure your privacy, when User Content is uploaded to the Sites or Services, or posted on any social media platforms with a tag or reference to the Company, you give the Company complete permission to make it available in multiple forms. If any of your User Content is acquired and used by a third party in a way that violates these Terms or any Additional Terms, you agree that the Company can take legal action against the third party and that the Company shall not be obligated to distribute any recovered sums to you that may be obtained in connection with such legal proceedings;
(3) That, and represent and warrant that, submission of your User Content will not cause injury to any other person or entity using the Sites, Services, or otherwise, and the Company is under no obligation to post any User Content that you provide, and reserves the right to post our own versions of your User Content as Company Content in our sole discretion;
(4) To fully assign the Company the right to pursue enforcement of copyright, trademark, trade secret and other intellectual property related claims against third parties that have, without receiving proper authorization, and in violation of these Terms or any Additional Terms, scraped, manipulated, copied, derived, distributed or otherwise improperly or illegally used and benefited from User Content that has been provided to the Company by you;
(5) That you have the written consent, release, and/or express permission of each and every identifiable person in your User Content to use such person’s name and/or likeness in your User Content for any use permitted by these Terms;
(6) That you will not post, transmit, broadcast or otherwise make available any User Content that is unlawful, misleading, harmful, bigoted, offensive, profane, insensitive, obscene, tortious, libelous, pornographic, threatening, abusive, harassing, tortious, defamatory, vulgar, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (hereinafter, “Offensive Content”);
(7) That the Company may, in its sole discretion, monitor the User Content you submit and any other communications that you may have, but is under no obligation to do so.
By submitting User Content, you acknowledge that you may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading or defamatory; violates 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; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
5.3 License to User and Third-Party Content/Data
As between you and the Company, you retain ownership of the User Content that you post, submit, provide or otherwise make available on or through the use of the Sites or Services. However, by submitting your User Content, you hereby grant the Company, the following worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable and transferable rights and licenses:
(1) To host, cache, store, archive, index, crawl, create algorithms based on, modify or transcode your User Content to media formats, standards or mediums in any and all forms and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary and subsidiary rights relating thereto and derived therefrom;
(2) To use, license, sell, digitize, stream, store, distribute, exhibit, reproduce, commercialize, publicize, display, modify, adapt, edit, excerpt, communicate, translate, analyze, remove, prepare derivative works and compilations of, compress, transmit, integrate, insert, market and promote your User Content in any and all forms and media and by whatever means whether now known or hereafter devised or created, and to exploit any and all allied, ancillary and subsidiary rights relating thereto and derived therefrom to the transmission of User Content to third-parties or other users;
(3) To use your User Content, in whole or in part, for advertising, promotional or commercial purposes, including without limitation, the right to publicly display, reproduce and distribute your User Content in any and all forms and media and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary and subsidiary rights relating thereto and derived therefrom; and
(4) To grant any rights or licenses to any third parties or other users, to do any of the foregoing in the above clauses (1) – (3) in connection with their own products, websites and media platforms.
You irrevocably waive, and cause to be waived, against the Company and its users, any claims and assertions of moral rights or attribution with respect to your User Content.
The Company does not guarantee the accuracy, integrity, quality, or authenticity of any User Content. You understand that by using the Sites and Services, you may be exposed to a small portion of Offensive Content that may be unpleasant, indecent or objectionable to some viewers. Under no circumstances will the Company be liable in any way for any such Offensive Content, including, but not limited to, any errors or omissions in any Offensive Content, or any loss or damage of any kind incurred as a result of any Offensive Content uploaded, posted, transmitted, broadcast, transferred or otherwise made available via the Company, the Applications, Sites, Services or any related process or venue.
You hereby grant the Company the right and license to use any data, images or information that is pushed or otherwise transferred to us through any of our APIs by you or by any third-party on your behalf (“Licensed Data”) for any purpose relating to any of the businesses of the Company or for any purpose relating to the Sites or Services, including in connection with displaying any data, images or information on the Sites. You acknowledge and agree that we shall have the right to reformat, improve, modify, adapt, derive, redisplay and/or reprocess any of the Licensed Data and that we shall exclusively own all derivative works, graphical layouts, compilations, improvements, modifications, adaptations, analyses and interpretations of the Licensed Data. Interpretations or translations of any of the Licensed Data prepared by the Company shall be owned exclusively by us.
The Company will comply with all applicable laws, rules and regulations, including HIPAA, with respect to any transfer, sale or use of Licensed Data and/or User Content.
- Social Media
- Third Party Materials
The Sites or Services might display, include or make available Third Party Content (including data, research, information, articles, applications or other products, services and/or materials) or contain links to third party websites, services, and advertisements for third party Offers (as defined below) (collectively, the “Third Party Materials”). You acknowledge and agree that the Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or user for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk. When you link to a Third Party Material, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Material.
The Sites or Services might display, include or make available coupons, promotional codes, giveaways, samples, and other offers or other third parties to access and purchase products from third parties (collectively, the “Offers”). Offers constitute “Third Party Materials” under these Terms. The Company may displays these Offers on the Sites and Services as a form of advertisement for the third party (the “Offeror”) only. All Offers are made directly by the applicable Offeror, and may be subject to additional terms, conditions, or restrictions of the Offeror or under applicable law, whether or not such terms, conditions or restrictions are expressly included on the Applications, Sites or Services. The Offeror, and not the Company, is solely responsible for: (a) redemption of the Offer; (b) compliance of all aspects of the Offer with applicable law (including, without limitation, the advertisement, redemption, and terms, conditions and restrictions related thereto); (c) all goods and services it provides to you in connection with the Offer; and (d) all injuries, illnesses, damages, claims, liabilities and costs it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of an Offer or not.
- Indemnity and Release of Claims
You agree to indemnify and hold the Company (and its owners, directors, managers, officers, partners, employees, independent contractors and agents and successors and assigns of itself or its affiliates) harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of or otherwise relating to (i) your use or misuse of any of the Company’s Sites or Services, (ii) your User Content, (iii) your violation of these Terms or any Additional Terms, (iv) your violation of applicable laws or regulations; or (v) your willful misconduct. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us or any other indemnitee hereunder and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
You hereby release and forever discharge the Company (and its owners, directors, managers, officers, shareholders, employees, independent contractors and agents and successors and assigns of itself or its affiliates) from, and hereby waive and relinquish your rights with respect to, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to: (i) any interactions with, or act or omission of, other, Sites or Services or Third Party Materials, and (ii) any liability suffered as a result of the use of any of the foregoing, due to any cause whatsoever, including negligence or breach of contract on the part of the Company in the design of its Sites, or Services.
If you are a California resident or resident of a state with a similar applicable law, you hereby waive California civil code section 1542 in connection with the foregoing (or such other similar applicable law in your state), which states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
- Ownership; Proprietary Rights
As between you and the Company, subject to the licenses granted by you to the Company in these Terms, you own Your Content. We own the Company Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Website Content, computer code, products, software, data, aggregate user review ratings and all other elements and components of the Applications and Sites but excluding Your Content, User Content and Third Party Material. We also own the patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Company Content, the Sites and the Services, which are protected by copyright, trade secret, patent, trademark laws and all other applicable intellectual property and proprietary rights and laws. As such, you may not use, modify, duplicate, obscure, rent, lease, loan, sell, manipulate, reproduce, copy, republish, download, post, transmit, scrape, reverse engineer, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Company Content, Sites or the Services or any of the IP Rights of the Company, in whole or in part, unless expressly authorized by us in writing. Except as expressly provided herein, we do not grant you any express or implied rights, and all rights in and to the Sites and the Company Content are retained by us.
- Copyright Infringement
It is the Company’s policy, in appropriate circumstances and at its discretion, to disable, eliminate access to and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights of others.
In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), the text of which can be found on the U.S. Copyright Office website, The Company will respond appropriately to claims and reports of copyright infringement taking place on or through the Sites.
If you are a copyright owner, an authorized representative of a copyright owner, or an authorized representative permitted to act under an exclusive right per an applicable copyright, please report alleged copyright infringements taking place on or through the Sites by completing the following DMCA Notice of Alleged Infringement and delivering it to the Company in accordance with the DMCA and these Terms. Upon receipt of a properly completed and delivered DMCA Notice of Alleged Infringement, the Company will take whatever action it deems appropriate in its sole discretion, but subject to its obligations under the DMCA, including removal of the challenged material from the Sites.
Any DMCA Notice of Alleged Infringement (“Notice”) delivered to the Company must:
(1) Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – provide a comprehensive list of the copyrighted works that you claim have been infringed.
(2) Identify the material that you claim is infringing (i.e. the material you want removed, or material that you want all access disabled to) and provide information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Applications or Sites where such material may be found.
(3) Provide your mailing address, telephone number, and, if available, email address.
(4) Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent or the law.”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
(5) Provide your full legal name and your electronic or physical signature.
The Notice, with all above items completed, must be delivered to the Company at the following address: firstname.lastname@example.org
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a Notice automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the Notice and allegation of copyright infringement.
- Limited License
The Sites and Services may contain links to third-party websites or resources. You acknowledge and agree that the Company is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources. Some portions of the Sites implement third party technologies and services. Your use of these technologies and services is subject to the copyright and license policy for technologies and services.
- User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Sites or Services. In connection with your access or use of any of the Sites or Services, you may not and will not:
- upload, post, transmit, broadcast or otherwise make available any Offensive Content, including any User Content that is unlawful, libelous, defamatory or otherwise objectionable;
- breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
- review the information and data on our Sites, and/or utilize our Services if you are not able to form legally binding contracts, or are temporarily or indefinitely suspended from using our Sites or Services;
- upload, post, transmit, broadcast, sell, transfer or otherwise make available any User or Website Content that is inauthentic, counterfeit, or that you do not have a right to make available under any law or under contractual or fiduciary relationships;
- take any action that may undermine the feedback or ratings systems of the Sites or Services;
- distribute, promote, advertise, or post spam, unsolicited or bulk electronic communications, chain letters, pyramid schemes or any related content;
- interfere with or disrupt any Site or Service processes, servers or networks supporting the Sites and/or Services;
- impair or harm any of our computer or related systems or transmit software viruses, worms, or other damaging files;
- use any robot, spider, scraper, survey, monitor or other automated or similar means to access any web page or other asset contained in the Sites, Services or Website Content for any purpose;
- bypass any robot exclusion headers, interfere with the working of our Services, features or tools, or impose an unreasonable or disproportionately large load on our infrastructure;
- export or re-export any of the Company’s applications or tools except in compliance with the export control laws of any relevant jurisdictions and in accordance with all relevant posted rules and restrictions;
- insult, threaten, stalk, harass, mislead or deceive other users of the Sites or Services, or in any way promote the discrimination or defamation of other users, or create any other objectionable material;
- intentionally or unintentionally violate any applicable local, state, national or international law, rule or ordinance, including, but not limited to, regulations promulgated by the U.S. Copyright Office, U.S. Patent and Trademark Office, U.S. Securities and Exchange Commission, the Internal Revenue Service, the European Enforcement Directive of 2004, or any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations and/or guidelines having the force of law;
- provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant;
- refuse to acknowledge that the Company may establish general practices and limitations concerning use of the Sites and Services, including without limitation restrictions concerning User Content provided by you for use on the Sites and Services, the type and quantity of transactional data stored and presented in connection with your account, the maximum disk space that will be allotted on the Company’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Sites and Services in any given period of time;
- export any Website Content out of the jurisdiction in which it is intended or displayed;
- access the Sites or Services in order to build a similar or competitive products, applications, sites, or services;
- send electronic transmissions (including but not limited to interactive monetary offers, audio-video communications, email, search queries, chat and other Internet activities) as interstate communications;
- circumvent any technical measures we use to provide the Sites and Services; or
- assist any third party with any of the foregoing.
You fully understand, acknowledge and agree that the Company may, under certain circumstances and without prior notice, immediately terminate your User Profile and access to the Sites, Services and any other related or affiliated applications, functions and tools. Cause for account termination or suspension shall include, but not be limited to: (1) breaches or violations of these Terms or other incorporated agreements, guidelines, or rules; (2) requests by law enforcement or other local, state or federal government agencies or divisions; (3) any attempts to breach our security, private accounts or other protected content on the Applications and/or Sites; (4) discontinuance or significant modification to the Applications, Sites or Services, or any related or affiliated application or website owned and/or operated by the Company (or any part thereof); (5) unforeseen technical, electronic, mechanical or any other difficulties or security issues; (6) prolonged inactivity of your account, which shall be determined by the Company; and/or (7) knowing, willing and/or negligent engagement by you in any form of deceitful, fraudulent, counterfeit or illegal activities. Termination of a User Profile will deny you access to certain Services, delay or remove User Content that you submitted or commented on, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts or special offers, and take technical and/or legal steps to prevent you from using our Sites and Services in the future. The Company has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
- Review/Feedback Policy
An important part of the Company community is the feedback system. Users have the ability to leave reviews and comments (“Ratings”), and we want that process to be as open as possible. Part of that openness is acknowledging that certain behaviors are not acceptable. Ratings are considered Materials and are governed by these Terms including, but not limited to, your agreement regarding the standards of conduct set forth herein. Ratings do not reflect the views of the Site, or the Company. We strive to maintain a high level of integrity with our Ratings and other Materials. All Ratings must be legitimate. The Company retains the right to remove any content posted on or submitted through any of its Sites or Services. However, the only User Content likely to be removed is that which violates these Terms or the rules or guidelines on the applicable Site or Service regarding reviews, comments, feedbacks and other User Content (the “Review Policies”). Please note, the Review Policies of each Site or Service may differ.
Please note, the Company is under no obligation to enforce these Terms or any of the Review Policies on your behalf against another user. While the Company encourages you to let us know if you believe another user has violated these Terms or any of the Review Policies, we reserve the right to investigate and take appropriate action at our sole discretion.
- Disclaimer of Warranties
YOU EXPRESSLY ACKOWLEDGE, UNDERSTAND AND AGREE THAT UNLESS OTEHRWISE PROVIDED IN THESE TERMS:
YOUR ACCESS TO AND USE OF THE SITES AND SERVICES IS AT YOUR OWN RISK. THE SITES AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY OTHER POTENTIAL OR ACTUAL WARRANTY OF ANY KIND.
THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS AND AGENTS MAKE NO GUARANTEE OR WARRANTY THAT: (1) THE SITES AND SERVICES WILL SATISFY YOUR NEEDS AND REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR EQUIPMENT; (2) THE SITES AND SERVICES, AND ALL AFFILIATED SITES, FEATURES, SERVICES, COMMUNICATIONS AND APPLICATIONS, WILL BE COMPREHENSIVE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR BE FREE FROM LOSS, DESTRUCTION, CORRUPTION, ONLINE ATTACK, VIRUSES, WORMS, OR OTHER INVASIVE, HARMFUL, OR CORRUPTED OR OTHER RELATED INTRUSIONS; (3) THE INFORMATION, DATA OR RESULTS REALIZED OR OBTAINED FROM YOUR USE OF THE SITES OR SERVICES WILL BE ACCURATE, UP TO DATE, SATISFACTORY OR RELIABLE OR FIT OR USEFUL FOR ANY SPECIFIC PURPOSE; (4) THE QUALITY OR VALUE OF ANY PROPERTIES, SERVICES, PRODUCTS, INFORMATION OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE APPLICATIONS, SITES AND SERVICES WILL MEET YOUR EXPECTATIONS; (5) THAT ANY OFFER MADE OR MESSAGE SENT WILL BE SUCCESSFULLY TRANSMITTED, RECEIVED AND PROCESSED; AND (6) ANY ERRORS IN THE GUIDELINES, SOFTWARE OR PROTOCOLS WILL BE CORRECTED OR RESOLVED.
ANY PRODUCT OR PROGRAM ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES AND SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE AND FULLY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, LOSS OF DATA, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH PRODUCT, MATERIAL, APPLICATION, FEATURE OR OTHER PROGRAM.
NO ADVICE OR INFORMATION, INCLUDING STRATEGY, GUIDELINES OR RELATED CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR FROM THE SITES, SERVICES OR RELEVANT SOCIAL MEDIA PAGES SHALL CREATE ANY WARRANTY, GUARANTEE OR STRATEGY NOT EXPRESSLY STATED IN THESE TERMS.
VETTING BY THE COMPANY OF EACH AND EVERY DOCUMENT, PHOTOGRAPH, VIDEO, ARTICLE, RESEARCH MATERIAL, REVIEW, RELATED MEDIA, PRODUCT OFFERING, POSTING OR OTHER COMMUNICATION, IN ADDITION TO ANY OTHER CONTENT POSTED VIA THE SITES OR SERVICES, MAY NOT BE POSSIBLE OR REALISTICALLY PRACTICEABLE. AS A RESULT, THE COMPANY CANNOT AND DOES NOT CONTROL ANY LISTING REVIEWS, COMMENTS, PHOTOGRAPHS, OPINIONS, RESEARCH, POSTINGS OR OTHER CONTENT OR MATERIAL POSTED VIA THE SITES OR SERVICES AND, AS SUCH, DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, QUALITY, SAFETY, LEGALITY, MORALITY, AND/OR AUTHENTICITY OF SUCH CONTENT, THE TRUTH OR ACCURACY OF USERS CONTENT, THE ABILITY OF LISTINGS TO CONFIRM PRODUCT AVAILABILITY OR PRICING, OR THE ABILITY OF USERS TO CONFIRM EXPERIENCES FROM USING OR PURCHASING SPECIFIC PRODUCTS DISCUSSED OR SOLD ON THE SITES OR SERVICES.
THE COMPANY AND ITS REPRESENTATIVES ARE UNDER NO OBLIGATION TO VERIFY THE IDENTITY OF USERS OF THE SITE, THE SERVICES AND/OR INFORMATION. THE COMPANY AND ITS REPRESENTATIVES DO NOT CONTROL THE MATERIALS POSTED OR SUBMITTED TO THE SITE, AND/OR THE SERVICES BY PERSONS OTHER THAN THEMSELVES AND DO NOT MONITOR, SCREEN, POLICE OR EDIT THOSE MATERIALS FOR COMPLIANCE WITH APPLICABLE LAWS OR THESE TERMS AND CONDITIONS. YOU MAY FIND SOME OF THE MATERIALS POSTED BY OTHER USERS TO BE OFFENSIVE, HARMFUL, INACCURATE OR DECEPTIVE. YOU SHOULD USE CAUTION WHEN USING THE SITE, AND/OR THE SERVICES.
THROUGH YOUR USE OF THE SITE, THE SERVICES AND/OR INFORMATION, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH THIRD PARTIES. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS AND AGENTS ARE NOT PARTIES TO ANY SUCH TRANSACTIONS AND DISCLAIM ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.
SOME STATES AND PROVINCES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SO THE ABOVE DISCLAIMERS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW IMPOSES IMPLIED WARRANTIES ON SITE, THE APP, THE SERVICES OR INFORMATION NOTWITHSTANDING THE FOREGOING, SUCH IMPLIED WARRANTIES SHALL NOT HAVE A DURATION GREATER THAN ONE YEAR FROM THE RELEVANT ACCESS DATE; SHALL TERMINATE AUTOMATICALLY AT THE END OF SUCH PERIOD; AND SHALL BE DISCLAIMED AND EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS UNDER APPLICABLE LAW WHICH VARY FROM STATE TO STATE.
- Limitation Of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY IS UNABLE TO GUARANTEE CONSISTENT, CONTINUOUS OR SECURE ACCESS TO ITS SITES, SERVICES, PROGRAMS, CONTENT AND NETWORK, AND OPERATION OF THE SITES AND SERVICES MAY BE INTERFERED WITH OR DELAYED BY NUMEROUS POTENTIAL FACTORS OUTSIDE OF THE COMPANY’S CONTROL. YOU ACKNOWLEDGE, EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSEES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY, REPUTATION, PROFITS, GOODWILL, USE, VALUATION, TAX BENEFIT, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) USE OR THE INABILITY TO USE THE COMPANY’S SITES, AND/OR SERVICES; (2) THE COST TO PROCURE SUBSTITUTE PRODUCTS, GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED THROUGH THIRD PARTIES, OR MESSAGES, E-MAILS, REVIEWS, POSTINGS, COMMENTS OR OTHER COMMUNICATIONS RECEIVED, OR TRANSACTIONS ENTERED INTO VIA THE SITES OR OTHER AFFILIATED OR RELATED SITES OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES; (5) ANY ACTIONS OR INACTION WE TAKE AS A RESULT OF COMMUNICATIONS FROM YOU TO THE COMPANY; OR (6) ANY OTHER MATTER RELATING TO THE COMPANY’S SITES, ANY AFFILIATED OR RELATED COMPANY SERVICES, FEATURES OR APPLICATIONS, OR ANY OTHER ENTITY OWNED OR OPERATED BY THE COMPANY. FURTHER, THE COMPANY IS NOT A PARTY TO ANY TRANSACTIONS MADE BETWEEN USERS, AND THE COMPANY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DEFAULTS, COSTS, INFORMATION, THE CONTENTS OF ANY DOCUMENTS, OR FOR ANY OTHER INTERACTIONS, BETWEEN OR AMONG USERS, INCLUDING USERS, LISTINGS, AND ALL RELATED PARTIES, IN ANY WAY ASSOCIATED WITH THE COMPANY’S SITES OR SERVICES.
THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF TRANSMISSIONS AND DATA AND ANY OTHER TANGIBLE OR INTANGIBLE LOSSES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, OR AS A RESULT OF NEGLIGENCE, OR OTHERWISE ARISE OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SITES, SERVICES, OR MATERIALS AVAILABLE FROM THE SITES AND SERVICES, AND EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN NEGLIGENT OR IF WE OR OUR REPRESENTATIVES HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
REGARDLESS OF THE AFOREMENTIONED, IF THE COMPANY IS FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (1) THE TOTAL FEES WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; OR (2) $100.
SOME STATES, COUNTIES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR OTHER RELATED DAMAGES OR LOSSES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Release of Waiver of Claims; Assumption of Risk
You HEREBY AGREE TO THE FOLLOWING: (i) to waive any and all claims that you have or may have against the Company and its affiliates, officers, directors, managers, shareholders, owners, employees, contractors, consultants and agents resulting from use of the Sites and Services, and (ii) to release the Company and its affiliates, officers, directors, managers, shareholders, owners, employees, contractors, consultants and agents from any and all liability from any loss, damage, injury (whether bodily or monetary), or expense that you or any users of the Sites and Services may suffer as a result of the use of any of the foregoing, due to any cause whatsoever, including but not limited to negligence or breach of contract on the part of the Company, in the design or manufacture of the Sites and Services or on any advice contained through the Sites and Services.
- United States Export & Foreign Assets Control Regulations
The Site, and the Services are controlled and operated from its facilities in the United States. We do not represent that the Information or Materials on the Sites or Services are appropriate or available for use in any particular location. Those who choose to access and use the Sites or Services do so on their own initiative and are responsible for compliance with all applicable laws. You represent and warrant that you are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions, or (b) a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or acting on behalf of any person or entity on such list or on any other U.S. Government list of prohibited or restricted parties.
- Force Majeure
Neither the Company nor any of its owners, directors, managers, officers, shareholders, employees, independent contractors and agents, or any of their respective successors and assigns, are or will be liable for any losses caused directly or indirectly as a result of causes or events beyond the control of the Company, including natural disasters, acts of God, war, terrorism actions, DNNEC attacks, or decrees of governmental bodies, exchange of market rulings, failure of the Internet, communication lines or utility systems, equipment and systems failures, unauthorized access, and theft (each, a “Force Majeure Event”).
- Dispute Resolution
You and the Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, or the use of the Company’s Sites and/or Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. YOU ACKNOWLEDGE AND AGREE THAT YOU AND COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS ACTION CONSOLIDATED ACTION OR REPRESENTATIVE PROCEEDING. You may only resolve disputes with the Company on an individual basis. Class arbitrations, class actions or private attorney general actions are not allowed. Further, unless both you and Company otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Location and Procedure. Unless otherwise agreed by the Company, the arbitration will be conducted in New York, New York by one arbitrator. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Company submit to the arbitrator. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties.
Arbitrator’s Decision. The arbitrator will not award punitive damages to either party and you and the Company will each be deemed to have waived any right to such damages. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Confidentiality. The arbitration proceeding will be confidential. The existence of any matter submitted to arbitration, and the award, will be kept in confidence by you, the Company, and the arbitrator, except as required in connection with the enforcement of such award or as otherwise required by applicable law.
- Choice Of Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of law provisions thereof.
- Entire Agreement
- Reservation of Rights
The failure of the Company to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
- Third Party Beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than you and the Company.
- Support or Maintenance
Except as otherwise provided herein, you acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Sites or Services.
If any of the conditions contained within these Terms shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions set forth herein.
- Electronic Documents
The Company may, in its sole discretion, seek your consent to these Terms and certain other agreements on the Sites and/or the Services by means of an electronic signature by requesting you to affirmatively check the box indicating your acceptance to these Terms, affirmatively “click” on boxes containing the words, “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. You acknowledge and agree that you will carefully review any document or web page before making such an electronic signature. By electronically indicating your agreement to these Terms or accessing the Sites and/or the Services after you have had an opportunity to review these Terms, you acknowledge and agree: (i) that you intend to form a legally binding contract between you and the Company; (ii) that you have read and agree to the terms and conditions of these Terms; (iii) that you agree and intend that these Terms to be the legal equivalent of signed, written contracts, and equally binding; (iv) that by electronically agreeing to these Terms, you acknowledge that you have received a copy of these Terms by your viewing a web page containing a hyperlink to the web page where these Terms are displayed or otherwise; and (v) that if you are executing these Terms on behalf of others, you hereby certify that you are an authorized representative authorized by law.
Any heading, caption or section title contained in these Terms are inserted only as a matter of convenience and in no way defines or explains any section or provision hereof, and the singular shall include the plural and the plural the singular.
- Contact Us
For questions about the Sites or any of the Services we provide, please feel free to contact our Customer Service department at email@example.com.